false 0000070487 0000070487 2023-06-16 2023-06-16

 

Washington, D.C. 20549

 

 

FORM 8-K

 

 

Date of Report (Date of earliest event reported):

June 16, 2023

 

 

(Exact name of registrant as specified in its charter)

 

 

 

(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:

 

 

 

 

 

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

 

 

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 1.01         Entry into a Material Definitive Agreement.

 

 

On June 16, 2023, National Research Corporation, a Delaware corporation (the “Company”), entered into a Second Amendment to Amended and Restated Credit Agreement (the “Second Amendment”) with First National Bank of Omaha, a national banking association (“FNB”), that amends the terms of that certain Amended and Restated Credit Agreement, dated May 28, 2020, by and among the Company and FNB, as amended (the “Credit Agreement”).

 

The Second Amendment: (i) revised the definition of Consolidated Fixed Charge Coverage Ratio to exclude unfinanced capital expenditures incurred in connection with the Company’s renovation of its corporate headquarters; and (ii) limited the capital expenditures incurred by the Company in connection with such renovation to an aggregate amount not to exceed $25,000,000 from or after January 1, 2023.

 

The foregoing summary of the terms and conditions of the Second Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Second Amendment, a copy of which will be filed with the Company’s Form 10-Q for the quarter ending June 30, 2023.

 

 

 

 

 

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.