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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 28, 2025
 

 
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 April 28, 2025, 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, 2025. A copy of the press release is furnished as Exhibit 99.1 to this report and is incorporated by reference herein.
   
Item 7.01
Regulation FD Disclosure.
   
 
On April 25, 2025, the Company’s Board of Directors approved repurchasing up to one million additional shares of its common stock. A copy of the press release is furnished as Exhibit 99.1 to this report and is incorporated by reference herein.
   
Item 9.01
Financial Statements and Exhibits.
   
 
(d)
Exhibits.
     
 
EXHIBIT
NUMBER
EXHIBIT DESCRIPTION
     
 
99.1
 
104
Cover Page Interactive Data File (embedded within the Inline XBRL document).
   
 
The information contained in Items 2.02, 7.01, 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, 7.01, 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: April 28, 2025
By:
/s/ Michael D. Hays
   
Michael D. Hays
   
Chief Executive Officer
 
 
EX-99.1 2 ex_806194.htm EXHIBIT 99.1 ex_806194.htm

EXHIBIT 99.1

 

image1.jpg

1245 Q Street, Lincoln, NE 68508

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

 

 

 

Contact:

Michelle Bachman

  402-475-2525

 

 

NRC HEALTH ANNOUNCES FIRST QUARTER RESULTS


 

 

LINCOLN, Nebraska, April 28, 2025 — National Research Corporation, dba NRC Health, (NASDAQ:NRC) today announced results for the first quarter 2025 and other corporate developments.

 

Highlights:  
 

Total Recurring Value Contract Value Increases Sequentially

 

Sales Force Expansion Accelerates

 

New Share Repurchase Program Announced

 

Operating Expenses Decline

 

Dividend Declared

 

Overview

 

Michael D. Hays, Chief Executive Officer of NRC Health, commented on the Company’s performance and recent developments:

 

“The key milestone this quarter was a second consecutive quarter of sequential increase in total recurring contract value, which remains the leading indicator of revenue growth. This progress reflects the rebuilding of our sales force - never a quick process, but one that is already delivering results. We are seeing meaningful increases in our pipeline, win rates, and overall sales. Building on this momentum, we are now aggressively accelerating our sales force expansion plans to fully capitalize on our broader product offerings and a differentiated message that sets NRC Health apart in the marketplace.”

 

Hays continued, “I would also like to recognize Helen Hrdy, our Chief Operating Officer, for her relentless focus on driving organizational efficiencies. Her leadership continues to be instrumental in enhancing our ability to invest in future growth while delivering strong returns to shareholders through share repurchases and dividends.”

 

Hays concluded, “Finally, I welcome the opportunity to personally introduce you to Trent Green, who will be joining us as our incoming CEO in June. Introductory calls are available on June 9 and 10, 2025 and can be arranged by contacting MBachman@NRCHealth.com.

 







 

NRC Announces First Quarter 2025 Results

Page 2

April 28, 2025

 

Dividends and Share Repurchase

 

The Company’s Board of Directors on April 25, 2025, declared a quarterly cash dividend of $0.12 (twelve cents) per share payable Friday, July 11, 2025, to shareholders of record as of the close of business on Friday, June 27, 2025.

 

During the first quarter, the Company completed its prior share repurchase program adopted in 2022. On April 25, 2025, the Company’s Board of Directors approved repurchasing up to one million additional shares of its common stock.

 

 

 

About NRC Health

 

For more than 40 years, NRC Health’s (NASDAQ: NRC) commitment to Human Understanding® helps leading healthcare systems know each patient, caregivers, employees, and the communities they serve not as point-in-time insights, but to personalize an ongoing relationship at scale.

For more information, email  info@nrchealth.com, or visit www.nrchealth.com

 

 

 

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 future dividends, share repurchases, and revenue 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, 2024, 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 2025 Results

Page 3

April 28, 2025

 

NATIONAL RESEARCH CORPORATION AND SUBSIDIARY

Unaudited Condensed Consolidated Statements of Income

(In thousands, except per share data)

 

   

Three months ended
March 31,

 
   

2025

   

2024

 
                 

Revenue

  $ 33,551     $ 35,313  
                 

Operating expenses:

               

Direct

    13,057       13,856  

Selling, general and administrative

    10,356       11,250  

Depreciation and amortization

    1,542       1,447  

Total operating expenses

    24,955       26,553  
                 

Operating income

    8,596       8,706  
                 

Other income (expense):

               

Interest income

    19       44  

Interest expense

    (899 )     (605 )

Other, net

    7       (5 )
                 

Total other income (expense)

    (873 )     (566 )
                 

Income before income taxes

    7,723       8,194  
                 

Provision for income taxes

    1,936       1,835  
                 

Net income

  $ 5,787     $ 6,359  
                 

Earnings Per Share of Common Stock:

               

Basic Earnings Per Share

  $ 0.25     $ 0.27  

Diluted Earnings Per Share

  $ 0.25     $ 0.27  
                 

Weighted average shares and share equivalents outstanding

               
Basic     22,972       23,868  

Diluted

    22,974       23,963  

 







 

NRC Announces First Quarter 2025 Results

Page 4

April 28, 2025

 

NATIONAL RESEARCH CORPORATION AND SUBSIDIARY

Unaudited Condensed Consolidated Balance Sheets

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

 

   

March 31,

2025

   

December 31,

2024

 

Assets

               

Current assets:

               

Cash and cash equivalents

  $ 2,502     $ 4,233  

Accounts receivable, net

    11,326       11,054  

Other current assets

    6,574       4,313  

Total current assets

    20,402       19,600  
                 

Property and equipment, net

    40,390       38,269  

Goodwill

    66,152       66,152  

Other, net

    8,231       8,518  

Total assets

  $ 135,175     $ 132,539  
                 

Liabilities and Shareholders’ Equity

               

Current liabilities:

               

Current portion of notes payable, net of unamortized debt issuance costs

  $ 3,036     $ 4,789  

Line of credit

    3,500       --  

Accounts payable and accrued expenses

    6,743       6,285  

Accrued compensation

    4,915       4,774  

Deferred revenue

    15,507       15,786  

Dividends payable

    2,735       2,770  

Other current liabilities

    1,338       1,454  

Total current liabilities

    37,774       35,858  
                 

Notes payable, net of current portion and unamortized debt issuance costs

    58,669       57,895  

Other non-current liabilities

    9,060       7,502  

Total liabilities

    105,503       101,255  
                 

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 31,082,158 in 2025 and 31,072,144 in 2024, outstanding 22,785,421 in 2025 and 23,083,116 in 2024

    31       31  

Additional paid-in capital

    180,552       180,249  

Retained earnings (accumulated deficit)

    (14,012 )     (17,064 )

Treasury stock

    (136,899 )     (131,932 )

Total shareholders’ equity

  $ 29,672     $ 31,284  

Total liabilities and shareholders’ equity

  $ 135,175     $ 132,539