Form 8-K - Current report

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):

May 7, 2024

National Research Corporation

(Exact name of registrant as specified in its charter)

Delaware	001-35929	47-0634000
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

1245 Q Street, Lincoln, Nebraska	68508
(Address of principal executive offices)	(Zip Code)

(402) 475-2525

(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))

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

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
$.001 Par Value Common Stock	NRC	The NASDAQ Stock Market

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 May 7, 2024, National Research Corporation, a Delaware corporation (the "Company"), issued a press release announcing its financial and operating results for the first quarter ended March 31, 2024. A copy of the press release is furnished as Exhibit 99.1 to this report and is incorporated by reference herein. On May 8, 2024, the Company will hold a conference call and online Web simulcast in connection with the Company’s announcement of its earnings for the first quarter ended March 31, 2024. An archive of such conference call and simulcast and the related question and answer session will be available online at https://events.q4inc.com/attendee/554254445.

Item 5.02	Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

	On May 7, 2024, the Company’s Board of Directors appointed Linda Stacy as the Company’s Principal Financial Officer. Ms. Stacy will continue to serve as the Company’s Principal Accounting Officer and Secretary. The following is biographical information for Ms. Stacy: Linda Stacy, 53, joined the Company as Accounting Controller in 2006, was promoted to Vice President of Finance in 2008, and was appointed as Principal Accounting Officer in 2024. From 1999 to 2006, Ms. Stacy served in various roles at MDS Pharma Services, a drug discovery and development company. Ms. Stacy started her career as a Certified Public Accountant at BKD CPAs & Advisors.

Item 9.01	Financial Statements and Exhibits.

	(d)	Exhibits.

	EXHIBIT NUMBER	EXHIBIT DESCRIPTION

	99.1	National Research Corporation press release announcing its financial and operating results for the first quarter ended March 31, 2024.

	104	Cover Page Interactive Data File (embedded within the Inline XBRL document).

	The information contained in Items 2.02 and 9.01 of this report and the exhibits hereto shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or incorporated by reference in any filing under the Securities Act of 1933, as amended (the "Securities Act"), or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

	The information in Items 2.02, 5.02, and 9.01 of this report and the exhibits hereto may contain "forward-looking statements" within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act and such statements are subject to the safe harbor created by those sections and the Private Securities Litigation Reform Act of 1995, as amended. Such statements are made based on the current beliefs and expectations of the Company's management and are subject to significant risks and uncertainties. Actual results or events may differ from those anticipated by forward-looking statements. Please refer to the paragraph at the end of the attached press release and various disclosures by the Company in its press releases, stockholder reports, and filings with the Securities and Exchange Commission for information concerning risks, uncertainties, and other factors that may affect future results.

SIGNATURE

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.

	NATIONAL RESEARCH CORPORATION
	(Registrant)

Date: May 7, 2024	By:	/s/ Linda Stacy
		Linda Stacy
		Secretary, Principal Financial Officer, and Principal Accounting Officer

Exhibit 99.1

1245 Q Street, Lincoln, NE 68508

P: 1 800 388 4264 | F: 402 475 9061
nrchealth.com

Contact:	Linda A. Stacy
	Principal Financial Officer
	402-475-2525

NATIONAL RESEARCH CORPORATION ANNOUNCES

FIRST QUARTER RESULTS

LINCOLN, Nebraska (May 7, 2024) — National Research Corporation, dba NRC Health, (NASDAQ:NRC) today announced results for the first quarter 2024.

CEO Commentary

Michael Hays, Chief Executive Officer, commented: “NRC continues to be strongly positioned for growth in our expanding markets. Our decades of benchmarks and trusted thought leadership afford healthcare insights unavailable to most competitors, while our client service remains unmatched, and we continue to roll out innovative new products and technologies. Our mission to enhance outcomes and experiences for everyone in the healthcare journey, while improving our clients’ bottom lines, provides true alignment with our clients.

“Healthcare systems are facing unprecedented competition and financial pressure, magnifying the importance of every experience across their enterprise – consumer, patient, employee. Our clients want a broader experience perspective, greater strategic alignment, innovation, and actionable insights that deliver more value. Next quarter, we will launch an expanded product suite that extends across the experience spectrum, recognizing and responding to consumers, patients, and caregivers as unique individuals. Our thought leadership assets, used by hundreds of health care systems, will be coordinated under our new Chief Experience Officer, who will use her decades of health system leadership roles to deliver them in increasingly targeted ways. And our expanded sales and product technology teams are working intensely with clients to develop a new generation of solutions, many powered by generative AI, that push analytics to managers and real-time, actionable insights to front line associates. We expect to offer new AI features and solutions this year and to integrate them across our products and business over time.”

Financial Summary

Linda Stacy, Principal Financial Officer, commented on the financial results, “During the first quarter, we made significant investments in our technology, sales and service teams as we prepared to launch new products and solutions later this year. For the balance of the year, we expect to continue building our AI and other technology capabilities, as well as our sales and thought leadership resources while seeking operating efficiencies.”

NRC Announces First Quarter 2024 Results

Page 2

May 7, 2024

The Company continued to execute the entire range of capital allocation alternatives, including funding innovation and growth investments, dividends, and share repurchases. During the first quarter of 2024, the Company returned $18 million to stockholders in the form of dividends and stock repurchases. Funding for organic innovation and growth investments was $4 million consisting of facilities improvements and investments in our Human Understanding solutions. The Company is highly focused on product innovation and expects to see expansion in funding for innovation and growth investments for the remainder of the year.

The Company had strong cash flow from operations during the first quarter of 2024 and, at March 31, 2024, had other sources of liquidity including borrowing availability of $23 million on its line of credit and $56 million on its delayed draw term facility. At March 31, 2024, the Company had approximately $40 million of net debt.

Dividend

The Company’s Board of Directors has declared a quarterly cash dividend of $0.12 (twelve cents) per share payable Monday, July 15, 2024, to shareholders of record as of the close of business on Friday, June 28, 2024.

Conference Call

A live simulcast of National Research Corporation’s 2024 first quarter conference call will be available online at https://events.q4inc.com/attendee/554254445 May 8, 2024, beginning at 11:00 a.m. Eastern time. The online replay will follow approximately one hour later and continue for 30 days.

About NRC

For more than 40 years, NRC Health (NASDAQ: NRC) has led the charge to humanize healthcare and support organizations in their understanding of each unique individual. NRC Health’s commitment to Human Understanding® helps leading healthcare systems get to know each person they serve not as point-in-time insights, but as an ongoing relationship. Guided by its uniquely empathic heritage, NRC Health’s patient-focused approach, unmatched market research, and emphasis on consumer preferences are transforming the healthcare experience, creating strong outcomes for patients and entire healthcare systems. For more information, email info@nrchealth.com, or visit www.nrchealth.com.

NRC Announces First Quarter 2024 Results

Page 3

May 7, 2024

This press release contains certain statements that may be considered forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, and such statements are subject to the safe harbor created by those sections and the Private Securities Litigation Reform Act of 1995, as amended. Such statements may be identified by their use of terms or phrases such as “believes,” “expect,” “focus,” “potential,” “will,” derivations thereof, and similar terms and phrases. In this press release, the statements related to the roll out of new products, thought leadership assets, future use of AI, investment in product innovation, sales, technology, and thought leadership resources, operating efficiency, client profitability, the potential to expand Human Understanding and increase market share, and future revenue growth, and capital allocation are forward-looking statements. Forward-looking statements are based upon the current beliefs and expectations of our management and are inherently subject to risks and uncertainties, some of which cannot be predicted or quantified, which could cause future events and actual results to differ materially from those set forth in, contemplated by, or underlying the forward-looking statements, including those risks and uncertainties as set forth in the Risk Factors section of our Annual Report on Form 10-K for the year ended December 31, 2023, and various disclosures in our press releases, stockholder reports, and other filings with the Securities and Exchange Commission. We disclaim any obligation to update or revise any forward-looking statements to reflect actual results or changes in the factors affecting the forward-looking information.

NRC Announces First Quarter 2024 Results

Page 4

May 7, 2024

NATIONAL RESEARCH CORPORATION AND SUBSIDIARY

Unaudited Condensed Consolidated Statements of Income

(In thousands, except per share data)

	Three months ended March 31,
	2024			2023

Revenue	$	35,313		$	36,473

Operating expenses:
Direct		13,856			14,280
Selling, general and administrative		11,250			11,783
Depreciation and amortization		1,447			1,394
Total operating expenses		26,553			27,457

Operating income		8,760			9,016

Other income (expense):
Interest income		44			250
Interest expense		(605	)		(241	)
Other, net		(5	)		(14	)

Total other income (expense)		(566	)		(5	)

Income before income taxes		8,194			9,011

Provision for income taxes		1,835			2,047

Net income	$	6,359		$	6,964

Earnings Per Share of Common Stock:
Basic Earnings Per Share	$	0.27		$	0.28
Diluted Earnings Per Share	$	0.27		$	0.28

Weighted average shares and share equivalents outstanding

Basic		23,868			24,585
Diluted		23,963			24,738

NRC Announces First Quarter 2024 Results

Page 5

May 7, 2024

NATIONAL RESEARCH CORPORATION AND SUBSIDIARY

Unaudited Condensed Consolidated Balance Sheets

(Dollars in thousands, except share amounts and par value)

	March 31, 2024			December 31, 2023
Assets
Current assets:
Cash and cash equivalents	$	1,699		$	6,653
Accounts receivable, net		11,127			12,378
Other current assets		7,188			5,329
Total current assets		20,014			24,360

Property and equipment, net		31,530			28,205
Goodwill		61,614			61,614
Other, net		7,753			8,258
Total assets	$	120,911		$	122,437

Liabilities and Shareholders’ Equity
Current liabilities:
Current portion of notes payable	$	7,504		$	7,214
Line of credit		7,000			--
Accounts payable and accrued expenses		8,129			6,194
Accrued compensation		5,385			3,953
Deferred revenue		15,194			14,834
Dividends payable		2,865			2,906
Other current liabilities		2,773			1,102
Total current liabilities		48,850			36,203

Notes payable, net of current portion and unamortized debt issuance costs		27,569			29,470
Other non-current liabilities		7,547			7,809
Total liabilities		83,966			73,482

Shareholders’ equity:
Preferred stock, $0.01 par value, authorized 2,000,000 shares, none issued		--			--
Common stock, $0.001 par value; authorized 110,000,000 shares, issued 31,078,202 in 2024 and 31,002,919 in 2023, outstanding 23,877,315 in 2024 and 24,219,887 in 2023		31			31
Additional paid-in capital		179,929			178,213
Retained earnings (accumulated deficit)		(27,036	)		(30,530	)

Treasury stock		(115,979	)		(98,759	)
Total shareholders’ equity		36,945			48,955
Total liabilities and shareholders’ equity	$	120,911		$	122,437

Document And Entity Information	May 07, 2024
Document Information [Line Items]
Entity, Registrant Name	National Research Corporation
Document, Type	8-K
Document, Period End Date	May 07, 2024
Entity, Incorporation, State or Country Code	DE
Entity, File Number	001-35929
Entity, Tax Identification Number	47-0634000
Entity, Address, Address Line One	1245 Q Street
Entity, Address, City or Town	Lincoln
Entity, Address, State or Province	NE
Entity, Address, Postal Zip Code	68508
City Area Code	402
Local Phone Number	475-2525
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock
Trading Symbol	NRC
Security Exchange Name	NASDAQ
Entity, Emerging Growth Company	false
Amendment Flag	false
Entity, Central Index Key	0000070487