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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):
July 28, 2026
 

 
NRC Health
(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 StreetLincolnNebraska
68508
(Address of principal executive offices)
(Zip Code)
 
(402475-2525
(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 July 28, 2026, NRC Health, a Delaware corporation (the "Company"), issued a press release announcing its financial and operating results for the second quarter ended June 30, 2026. 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 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 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.
 
 
NRC HEALTH
 
(Registrant)
 
 
 
Date: July 28, 2026
By:
/s/ Shane Harrison
 
 
Shane Harrison
 
 
Executive Vice President and Chief Financial Officer
 
EX-99.1 2 ex_992998.htm EXHIBIT 99.1 ex_992998.htm

Exhibit 99.1

 

nrchlogo.jpg

 

1245 Q Street, Lincoln, NE 68508
P: 1 800 388 4264 | F: 402 475 9061
nrchealth.com

 

 

NRC HEALTH ANNOUNCES SECOND QUARTER 2026 RESULTS

 

Second quarter TRCV* increased 11% year-over-year to $151.9 million

 

LINCOLN, Nebraska, July 28, 2026 — NRC Health (NASDAQ: NRC), a leader in healthcare experience improvement solutions, today announced results for the second quarter 2026.

 

"Our second quarter was a success on many fronts, including double-digit TRCV growth over the prior year, strong go-to-market and solutions delivery execution, continued commercialization of our product innovations, and the strongest bookings performance for The Governance Institute in seven years, positioning us well for a strong second half of 2026,” said Trent Green, CEO of NRC Health. “As healthcare organizations increasingly seek partners who can help improve experience outcomes, strengthen governance, and build enduring brand value, we believe NRC Health is uniquely differentiated through our three connected strengths: delivering continuous consumer and patient insights, providing trusted partnership and strategic engagement with healthcare leaders, and enabling actions that lead to improved outcomes.”

 

 

Second Quarter 2026 Highlights

 

 

TRCV: Total Recurring Contract Value (TRCV)* was $151.9 million, up 11% year-over-year

 

Revenue: Total revenue was $35.4 million for the three months ended June 30, 2026, up 4% from the prior year

 

Net Income/Loss: GAAP net loss was ($3.3) million, representing (9%) of revenue, and Adjusted Net Income* was $6.9 million, representing 19% of revenue, with the adjustment primarily reflecting previously announced accelerated vesting of stock and associated cash bonuses (“Adjustment Items”)

 

Earnings/Loss Per Share: GAAP net loss per fully diluted share was ($0.15) on 22.0 million fully diluted shares; Adjusted net income per diluted share* was $0.31 on 22.0 million fully diluted shares

 

Adjusted EBITDA: Adjusted EBITDA* was $9.4 million, representing 27% of revenue

 

Cash Flow: Net cash flow from operating activities was $1.4 million, representing 4% of revenue; Free cash flow* was $0.1 million, in each case reflecting cash payment of approximately $2.9 million related to and included in the Adjustment Items

 

* These financial measures are defined below under the headings Non-GAAP Financial Measures and Total Recurring Contract Value. Reconciliations of the non-GAAP measures to their most closely comparable GAAP measures are included in the tables in this release.

 

 

Dividend Declaration

 

The Company’s Board of Directors on July 15, 2026, declared a quarterly cash dividend of $0.16 per share. The dividend will be payable on Friday, October 9, 2026, to shareholders of record as of the close of business on Friday, September 25, 2026.

© NRC Health


NRC Health Announces First Quarter 2026 Results

Page 2

July 28, 2026

 

Earnings Call Information

 

The company will be hosting a conference call to discuss the financial results on Tuesday, July 28, 2026, at 4:30 p.m. ET. A live webcast and replay of the call will be available on the NRC Health Investor Relations website at nrchealth.com/investor-relations.

 

 

About NRC Health

 

For more than 45 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 the patients, families, consumers, employees, and communities they serve on a human level. Guided by its uniquely empathic heritage, human-centered approach, unmatched national market research, and emphasis on consumer preferences, NRC Health is transforming the healthcare experience, creating strong outcomes across the healthcare journey. For more information, email info@nrchealth.com, or visit www.nrchealth.com.

 

 

Total Recurring Contract Value

 

Total Recurring Contract Value, or TRCV, is viewed by management as a leading indicator of our future revenue trends. It represents the total annualized contract value under customer contracts that are in effect or contractually committed as of the most recent quarter-end, based on contractual pricing and term provisions, and expected to be in force over the subsequent 12 months. TRCV is an operating metric and is not a measure of revenue recognized under U.S. GAAP.

 

 

Non-GAAP Financial Measures

 

In addition to consolidated GAAP financial measures, NRC Health reviews various non-GAAP financial measures that management believes to be important in the evaluation of its operating results and performance, including “Adjusted Net Income,” “Adjusted Earnings per Share,” “Adjusted EBITDA,” “Adjusted EBITDA Margin,” “Free Cash Flow,” and “Free Cash Flow Margin.” Reconciliations of GAAP to non-GAAP financial information are provided later in this release.

 

NRC Health believes Adjusted Net Income, Adjusted Earnings per Share, Adjusted EBITDA, and Adjusted EBITDA Margin are helpful supplemental measures to assist management and investors in evaluating the Company’s operating results as (i) they exclude certain items that are unusual in nature or whose fluctuation from period to period do not necessarily correspond to changes in the operations of NRC Health’s business, and (ii) the exclusion of non-cash stock compensation is useful for investors applying certain valuation metrics and is consistent with the leverage ratio for our credit facility.

 

Adjusted Net Income represents net income adjusted to add back management transition costs and non-cash stock compensation and the related tax. The income tax effect on non-GAAP adjustments is calculated by applying the Company's blended federal and state statutory rate to the deductible portion of each adjustment; amounts nondeductible under Section 162(m) of the Internal Revenue Code receive no tax effect. Adjusted EBITDA represents net income before interest, taxes, depreciation, amortization, management transition costs, and non-cash stock compensation items. Adjusted EBITDA Margin represents Adjusted EBITDA divided by our revenue.

 

© NRC Health


NRC Health Announces First Quarter 2026 Results

Page 3

July 28, 2026

 

Management transition costs, presented in the Company's prior earnings releases as "non-recurring executive compensation," consist of costs related to the Company's executive leadership transition. The caption was revised in the current period to more accurately reflect the composition of these costs. For the three and six months ended June 30, 2025, these costs consisted of bonuses tied to compensation arrangements for our new CEO and existing executive leaders. For the three and six months ended June 30, 2026, these costs consist of bonuses paid to certain executives to cover anticipated tax obligations in connection with amendments to their 2025 equity awards, as previously disclosed, and approximately $270,000 of severance costs incurred in connection with team restructurings implemented by newly appointed executives.

 

NRC Health considers Free Cash Flow to be a measure that provides useful information to management and investors about our liquidity. Free Cash Flow does not represent residual cash flow available for discretionary expenditures. We define Free Cash Flow as net cash provided by operating activities less capital expenditures. Free Cash Flow Margin represents Free Cash Flow divided by our revenue.

 

There is no comprehensive, authoritative guidance for the presentation of such non-GAAP information, which is only meant to supplement GAAP results by providing additional information that management utilizes to assess performance.

 

 

Forward-Looking Statements

 

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. 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, 2025, 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.

 

Media Contact

marketing@nrchealth.com

 

Investor Contact

ir@nrchealth.com

 

© NRC Health


NRC Health Announces First Quarter 2026 Results

Page 4

July 28, 2026

 

NRC HEALTH

Condensed Consolidated Statements of Income

(In thousands except per share data, unaudited)

 

Three months ended
June 30,

Six months ended
June 30,

2026

2025

2026

2025

Revenue

$

35,392

$

34,038

$

70,195

$

67,588

Operating expenses:

Direct

13,564

12,974

27,210

26,031

Selling, general, and administrative

22,945

17,734

36,364

28,089

Depreciation and amortization

2,121

1,742

4,290

3,284

Total operating expenses

38,630

32,450

67,864

57,404

Operating income (loss)

(3,238

)

1,588

2,331

10,184

Other income (expense):

Interest income

20

21

55

41

Interest expense

(1,321

)

(1,032

)

(2,576

)

(1,932

)

Other, net

2

4

32

11

)

Total other expense

(1,299

)

(1,007

)

(2,489

)

(1,880

)

Income (loss) before income taxes

(4,537

)

581

(158

)

8,304

Provision for income taxes

(1,254

)

687

(97

)

2,623

Net income (loss)

$

(3,283

)

$

(106

)

$

(61

)

$

5,681

Earnings (loss) per share of common stock:

Basic

$

(0.15

)

$

(0.01

)

$

(0.01

)

$

0.25

Diluted

$

(0.15

)

$

(0.01

)

$

(0.01

)

$

0.25

Weighted average shares and share equivalents outstanding:

Basic

22,009

22,658

21,905

22,814

Diluted

22,009

22,658

21,905

22,820

 

© NRC Health


NRC Health Announces First Quarter 2026 Results

Page 5

July 28, 2026

 

NRC HEALTH

Condensed Consolidated Balance Sheets

(Dollars in thousands except share amounts and par value)

 

June 30,

2026

December 31,

2025

(unaudited)

Assets

Current assets:

Cash and cash equivalents

$

3,327

$

4,139

Accounts receivable, net

9,324

11,108

Other current assets

10,155

4,962

Total current assets

22,806

20,209

Property and equipment, net

39,497

40,474

Goodwill

66,152

66,152

Other, net

7,697

8,043

Total assets

$

136,152

$

134,878

Liabilities and Shareholders Equity

Current liabilities:

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

$

4,016

$

4,014

Accounts payable and accrued expenses

4,990

4,066

Accrued wages and bonuses

5,355

7,218

Deferred revenue

16,716

16,201

Dividends payable

3,542

3,625

Other current liabilities

400

1,496

Total current liabilities

35,019

36,620

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

86,012

75,021

Other non-current liabilities

8,572

9,247

Total liabilities

129,603

120,888

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 31,975,649 in 2026 and 31,966,504 in 2025, outstanding 22,139,315 in 2026 and 22,637,252 in 2025

32

32

Additional paid-in capital

192,998

183,880

Retained earnings (accumulated deficit)

(24,507

)

(17,298

)

Treasury stock

(161,974

)

(152,624

)

Total shareholders’ equity

$

6,549

$

13,990

Total liabilities and shareholders’ equity

$

136,152

$

134,878

 

© NRC Health


NRC Health Announces First Quarter 2026 Results

Page 6

July 28, 2026

 

NRC HEALTH

Condensed Consolidated Statements of Cash Flows

(In thousands, unaudited)         

Three months ended
June 30,

Six months ended
June 30,

2026

2025

2026

2025

Cash flows from operating activities:

Net income

$

(3,283

)

$

(106

)

$

(61

)

$

5,681

Adjustments to reconcile net income to net cash provided by operating activities:

Depreciation and amortization

2,121

1,742

4,290

3,284

Deferred income tax expense (benefit)

-

(1,892

)

(36

)

(32

)

Reserve for uncertain tax positions

52

73

(4

)

149

Non-cash share-based compensation expense

7,371

307

8,979

478

Change in fair value of contingent consideration

-

51

-

82

Loss on extinguishment of debt

-

-

-

67

Amortization of debt issuance costs

27

32

54

47

Net changes in assets and liabilities:

Trade accounts receivable

1,509

(1,090

)

1,784

(1,362

)

Prepaid expenses and other current and long-term assets

330

(395

)

(1,297

)

(2,814

)

Deferred contract costs, net

192

(35

)

(433

)

(11

)

Operating lease assets and liabilities, net

(1

)

(27

)

(31

)

(53

)

Accounts payable

(719

)

(470

)

223

157

Accrued expenses, wages, and bonuses

(120

)

1,140

(1,009

)

668

Income taxes receivable and payable

(5,612

)

(571

)

(4,347

)

(651

)

Deferred revenue

(481

)

102

454

(183

)

Net cash provided by (used in) operating activities

1,386

(1,139

)

8,566

5,507

Cash flows from investing activities:

Capital expenditures

(1,324

)

(3,010

)

(3,158

)

(5,996

)

Net cash used in investing activities

(1,324

)

(3,010

)

(3,158

)

(5,996

)

Cash flows from financing activities:

Borrowings on notes payable

-

19,943

-

47,681

Payments on notes payable

(1,031

)

(722

)

(2,061

)

(29,446

)

Borrowings on revolving loan

19,500

20,000

22,000

28,000

Payments on revolving loan

(6,500

)

(23,500

)

(9,000

)

(28,003

)

Payment of debt issuance costs

-

(73

)

-

(135

)

Payments on finance lease obligations

(2

)

(3

)

(5

)

(5

)

Proceeds from the exercise of share-based awards

-

-

139

132

Payment of acquisition contingent consideration

-

-

(484

)

(280

)

Repurchase of shares for treasury

(7,643

)

(5,990

)

(9,578

)

(10,910

)

Payment of dividends on common stock

(3,606

)

(2,734

)

(7,231

)

(5,504

)

Net cash provided by (used in) financing activities

718

6,921

(6,220

)

1,530

Change in cash and cash equivalents

780

2,772

(812

)

1,041

Cash and cash equivalents at beginning of period

2,547

2,502

4,139

4,233

Cash and cash equivalents at end of period

$

3,327

$

5,274

$

3,327

$

5,274

 

© NRC Health


NRC Health Announces First Quarter 2026 Results

Page 7

July 28, 2026

 

NRC HEALTH

Reconciliation of GAAP to Non-GAAP Financial Measures

(In thousands, except per share data, unaudited)

 

Adjusted Net Income and Adjusted Earnings per Share

Three months ended

June 30,

Six months ended

June 30,

2026

2025

2026

2025

Net income (loss)

$

(3,283

)

$

(106

)

$

(61

)

$

5,681

Add back:

Management transition costs1

3,160

6,640

3,160

6,640

Tax on management transition costs 2

(180

)

(468

)

(180

)

(468

)

Non-cash stock compensation

7,371

307

8,979

478

Tax on non-cash stock compensation 2

(210

)

22

(470

)

(21

)

Adjusted net income

$

6,858

$

6,395

$

11,428

$

12,310

Earnings (loss) per share of common stock, diluted

$

(0.15

)

$

(0.01

)

$

(0.01

)

$

0.25

Weighted average shares and share equivalents outstanding, diluted

22,009

22,658

21,905

22,820

Adjusted earnings per share of common stock, diluted

$

0.31

$

0.28

$

0.52

$

0.54

Adjusted weighted average shares and share equivalents outstanding, diluted

22,113

22,661

22,049

22,820

 

 

1)

See 'Non-GAAP Financial Measures' above for a description of the composition of management transition costs and the change from prior period presentation.

 

2)

The income tax effect on management transition costs and non-cash stock compensation reflects only the tax deductible portion of these add-backs; compensation subject to the deduction limitation under Section 162(m) of the Internal Revenue Code receives no offsetting tax benefit. Because the current period reflects a pre-tax loss rather than pre-tax income, the income tax provision does not fully reflect the impact of the non-deductibility that would be captured in a profitable period, which has the effect of increasing Adjusted Net Income for the period.

 

© NRC Health


NRC Health Announces First Quarter 2026 Results

Page 8

July 28, 2026

 

Adjusted EBITDA and Adjusted EBITDA Margin

Three months ended

June 30,

Six months ended

June 30,

2026

2025

2026

2025

Net income (loss)

$

(3,283

)

$

(106

)

$

(61

)

$

5,681

Add back:

Depreciation and amortization

2,121

1,742

4,290

3,284

Interest expense

1,321

1,032

2,576

1,931

Income taxes

(1,254

)

687

(97

)

2,623

Management transition costs1

3,160

6,640

3,160

6,640

Non-cash stock compensation

7,371

307

8,979

478

Adjusted EBITDA

$

9,436

$

10,302

$

18,847

$

20,637

Net income (loss) margin

(9

)%

-

%

-

%

8

%

Adjusted EBITDA margin

27

%

30

%

27

%

31

%

 

 

1)

See 'Non-GAAP Financial Measures' above for a description of the composition of management transition costs and the change from prior period presentation.

 

 

Free Cash Flow and Free Cash Flow Margin

 

Three months ended

June 30,

Six months ended

June 30,

2026

2025

2026

2025

Net cash provided by (used in) operating activities

$

1,386

$

(1,139

)

$

8,566

$

5,507

Less:

Capital expenditures

1,324

3,010

3,158

5,996

Free cash flow

$

62

$

(4,149

)

$

5,408

$

(489

)

Net cash provided by operating activities margin

4

%

(3

)%

12

%

8

%

Free cash flow margin

-

%

(12

)%

8

%

(1

)%

 

© NRC Health