Nrc Health 8-K, filed Oct 27, 2026

Nrc Health (NRC)

8-K 2026-10-27 For: 2026-10-27

Added on October 27, 2026

About this 8-K

Nrc Health filed this 8-K on October 27, 2026.

NRC Health reported third-quarter revenue of $38.4 million, up 11% year-over-year, and TRCV of $154.1 million, up 9%. GAAP net income was $4.7 million, diluted EPS was $0.21, and the Board declared a $0.16 per-share dividend. AI summary

Items reported

Item 2.02: Financial results
Item 9.01: Financial statements and exhibits

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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)

☐	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))

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

Item 2.02	Results of Operations and Financial Condition.

	On October 27, 2026, NRC Health, a Delaware corporation (the "Company"), issued a press release announcing its financial and operating results for the third quarter ended September 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	NRC Health press release announcing its financial and operating results for the third quarter ended September 30, 2026.
	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.

	NRC HEALTH
	(Registrant)

Date: October 27, 2026	By:	/s/ Trent S. Green
		Trent S. Green
		Chief Executive Officer

	●	TRCV: Total Recurring Contract Value (TRCV)* was $154.1 million, up 9% year-over-year
	●	Revenue: Total revenue was $38.4 million for the three months ended September 30, 2026, up 11% from the prior year
	●	Net Income: GAAP Net Income and Adjusted Net Income* were $4.7 million, representing 12% of revenue
	●	Earnings Per Share: GAAP Earnings per Share and Adjusted Earnings per Share* were $0.21 on 22.0 million fully diluted shares
	●	Adjusted EBITDA: Adjusted EBITDA* was $10.9 million, representing 28% of revenue
	●	Cash Flow: Net cash flow from operating activities was $8.0 million, representing 21% of revenue; Free Cash Flow* was $7.0 million

	Three months ended September 30,						Nine months ended September 30,
	2026			2025			2026			2025

Revenue	$	38,399		$	34,608		$	108,594		$	102,196

Operating expenses:
Direct		15,378			12,404			42,588			38,436
Selling, general, and administrative		12,045			12,271			48,409			40,360
Depreciation and amortization		2,068			2,195			6,358			5,479
Total operating expenses		29,491			26,870			97,355			84,275

Operating income		8,908			7,738			11,239			17,921

Other income (expense):
Interest income		26			41			81			82
Interest expense		(1,532	)		(1,461	)		(4,108	)		(3,393	)
Other, net		-			(45	)		32			(34	)
Total other expense		(1,506	)		(1,465	)		(3,995	)		(3,345	)

Income before income taxes		7,402			6,273			7,244			14,576

Provision for income taxes		2,698			2,151			2,601			4,774

Net income	$	4,704		$	4,122		$	4,643		$	9,802

Earnings per share of common stock:
Basic	$	0.22		$	0.18		$	0.21		$	0.43
Diluted	$	0.21		$	0.18		$	0.20		$	0.43

Weighted average shares and share equivalents outstanding:
Basic		21,724			22,130			21,844			22,584
Diluted		21,887			22,130			22,022			22,590

	September 30, 2026			December 31, 2025
	(unaudited)
Assets
Current assets:
Cash and cash equivalents	$	3,626		$	4,139
Accounts receivable, net		15,341			11,108
Other current assets		7,743			4,962
Total current assets		26,710			20,209

Property and equipment, net		38,344			40,474
Goodwill		66,152			66,152
Other, net		8,007			8,043
Total assets	$	139,213		$	134,878

Liabilities and Shareholders’ Equity
Current liabilities:
Current portion of notes payable, net of unamortized debt issuance costs	$	4,767		$	4,014
Accounts payable and accrued expenses		6,394			4,066
Accrued wages and bonuses		6,676			7,218
Deferred revenue		20,277			16,201
Dividends payable		3,406			3,625
Other current liabilities		325			1,496
Total current liabilities		41,845			36,620

Notes payable, net of current portion and unamortized debt issuance costs		98,133			75,021
Other non-current liabilities		8,357			9,247
Total liabilities		148,335			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 31,846,649 in 2026 and 31,966,504 in 2025, outstanding 21,221,538 in 2026 and 22,637,252 in 2025		32			32
Additional paid-in capital		192,864			183,880
Accumulated deficit		(23,209	)		(17,298	)
Treasury stock		(178,809	)		(152,624	)
Total shareholders’ equity	$	(9,122	)	$	13,990

Total liabilities and shareholders’ equity	$	139,213		$	134,878

	Three months ended September 30,						Nine months ended September 30,
	2026			2025			2026			2025
Cash flows from operating activities:
Net income	$	4,704		$	4,122		$	4,643		$	9,802
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization		2,068			2,195			6,358			5,479
Deferred income tax expense		(16	)		(49	)		(52	)		(80	)
Change in uncertain tax positions		(150	)		(45	)		(154	)		103
Non-cash share-based compensation expense (benefit)		(135	)		925			8,844			1,403
Change in fair value of contingent consideration		-			49			-			131
Loss on extinguishment of debt		-			-			-			67
Amortization of debt issuance costs		27			28			81			75
Net changes in assets and liabilities:
Trade accounts receivable		(6,017	)		(332	)		(4,233	)		(1,694	)
Prepaid expenses and other current and long-term assets		1,184			1,794			(113	)		(1,021	)
Deferred contract costs, net		(651	)		(348	)		(1,084	)		(359	)
Operating lease assets and liabilities, net		-			13			(31	)		(40	)
Accounts payable		68			(91	)		291			66
Accrued expenses, wages, and bonuses		1,977			1,478			968			2,146
Income taxes receivable and payable		1.404			1,896			(2,943	)		1,246
Deferred revenue		3.557			2,129			4,011			1,947
Net cash provided by operating activities		8,020			13,764			16,586			19,271

Cash flows from investing activities:
Capital expenditures		(1,038	)		(3,589	)		(4,196	)		(9,585	)
Net cash used in investing activities		(1,038	)		(3,589	)		(4,196	)		(9,585	)

Cash flows from financing activities:
Borrowings on notes payable		15,000			-			15,000			47,681
Payments on notes payable		(1,155	)		(947	)		(3,216	)		(30,393	)
Borrowings on revolving loan		14,000			5,000			36,000			33,000
Payments on revolving loan		(15,000	)		(5,000	)		(24,000	)		(33,003	)
Payment of debt issuance costs		-			-			-			(135	)
Payments on finance lease obligations		(2	)		(2	)		(7	)		(7	)
Proceeds from the exercise of share-based awards		-			-			139			132
Payment of acquisition contingent consideration		-			(236	)		(484	)		(516	)
Repurchase of shares for treasury		(15,983	)		(9,269	)		(25,561	)		(20,179	)
Payment of dividends on common stock		(3,543	)		(2,776	)		(10,774	)		(8,280	)
Net cash used in financing activities		(6,683	)		(13,230	)		(12,903	)		(11,700	)