Nrc Health 10-Q for FY2025 Q2
Nrc Health (NRC)
About this 10-Q
Nrc Health filed this 10-Q on August 8, 2025, covering the quarter ended June 30, 2025 (FY2025 Q2).
Headline figures
Quarter ended June 30, 2025, as reported in this filing, compared with the same period a year earlier where the filing states it.
- Revenue
- $34.04M
- down 2.8% from $35.02M a year earlier
- Net loss
- $106K
- compared with net income of $6.18M a year earlier
- Diluted EPS
- -$0.01
- compared with $0.26 a year earlier
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
|
|
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
|
For the quarterly period ended |
or
|
|
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
|
For the transition period from ________ to ________ |
Commission File Number
|
|
(Exact name of Registrant as specified in its charter)
|
|
|
|
|
(State or other jurisdiction of |
(I.R.S. Employer |
|
|
incorporation or organization) |
Identification No.) |
|
|
||
|
(Address of principal executive offices) (Zip Code) |
|
( |
||
|
(Registrant’s telephone number, including area code) |
Securities registered pursuant to 12(b) of the Act:
|
Title of Each Class |
Trading Symbol(s) |
Name of each exchange on which registered |
|
|
|
The |
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer," "smaller reporting company," and "emerging growth company" in Rule 12b-2 of the Exchange Act.
|
Large accelerated filer |
☐ |
|
☒ |
|
Non-accelerated filer |
☐ |
Smaller reporting company |
|
|
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. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act.) Yes
Indicate the number of shares outstanding of each of the issuer’s classes of common stock as of the latest practicable date.
Common Stock, $.001 par value, outstanding as of July 31, 2025:
FORM 10-Q INDEX
For the Quarter Ended June 30, 2025
|
Page No. |
|||
|
PART I. |
|||
|
Item 1. |
|||
|
Item 2. |
Management’s Discussion and Analysis of Financial Condition and Results of Operations |
||
|
Item 3. |
|||
|
Item 4. |
|||
|
PART II. |
|||
|
Item 1. |
|||
|
Item 1A. |
|||
|
Item 2. |
|||
|
Item 5. |
|||
|
Item 6. |
|||
Special Note Regarding Forward-Looking Statements
Certain matters discussed in this Quarterly Report on Form 10-Q are “forward-looking statements” within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended. These forward-looking statements can generally be identified as such because the context of the statement includes phrases such as National Research Corporation, doing business as NRC Health (“NRC Health,” the “Company,” “we,” “our,” “us” or similar terms), “believes,” “expects,” “may,” “could,” “anticipates,” “estimates,” “plans,” “creates,” “intends,” or the use of words such as “would,” “will,” “may,” “could,” “goal,” “focus,” or “should,” or other words of similar import. Similarly, statements that describe our future plans, objectives or goals are also forward-looking statements. In this Quarterly Report on Form 10-Q, statements regarding the value and utility of, and market demand for, our service offerings, future opportunities for growth with respect to new and existing clients, our future ability to compete and the types of firms with which we will compete, future adequacy of our liquidity sources, future revenue sources, future revenue, expenses, and margins, future revenue estimates used to calculate recurring contract value, the expected impact of economic factors, including interest rates and inflation, future capital expenditures and the timing, amount, and sources of cash to fund such capital expenditures, future stock repurchases and dividends, the expected impact of pending claims and contingencies, the future outcome of uncertain tax positions, and future non-cash charges related to executive equity awards, among others, are forward-looking statements. Such forward-looking statements are subject to certain risks and uncertainties which could cause actual results or outcomes to differ materially from those currently anticipated. Factors that could affect actual results or outcomes include, without limitation, the following factors:
|
● |
The possibility of non-renewal of our client service contracts, reductions in services purchased or prices, and failure to retain key clients; |
|
● |
Our ability to compete in our markets, which are highly competitive with new market entrants, and the possibility of increased price pressure and expenses; |
|
● |
The possibility that our solutions and technology do not perform as expected |
|
● |
The possibility that our acquisitions and partnerships do not achieve the increased demand/profitability expected; |
|
● |
The likelihood that a pandemic will adversely affect our operations, sales, earnings, financial condition and liquidity; |
|
● |
The likelihood that global conflicts will adversely affect our operations, sales, earnings, financial condition and liquidity; |
|
● |
The effects of an economic downturn; |
|
● |
The impact of consolidation in the healthcare industry; |
|
● |
The impact of federal healthcare and budget legislation, executive orders, cost-saving measures, and other regulatory changes; |
|
● |
Our ability to attract and retain key managers and other personnel; |
|
● |
The possibility that our intellectual property and other proprietary information technology could be copied or independently developed by our competitors; |
|
● |
Our ability to maintain effective internal controls; |
|
● |
The possibility for failures or deficiencies in our information technology platform; |
|
● |
The possibility that we or our third-party providers could be subject to cyber-attacks, security breaches or computer viruses; and |
|
● |
The factors set forth under the caption “Risk Factors” in Part I, Item 1A of our Annual Report on Form 10-K, as such section may be updated or supplemented by Part II, Item 1A of our subsequently filed Quarterly Reports on Form 10-Q (including this Report) and various disclosures in our press releases, stockholder reports, and other filings with the Securities and Exchange Commission. |
Shareholders, potential investors and other readers are urged to consider these and other factors in evaluating the forward-looking statements and are cautioned not to place undue reliance on such forward-looking statements. The forward-looking statements included are only made as of the date of this Quarterly Report on Form 10-Q and we undertake no obligation to publicly update such forward-looking statements to reflect subsequent events or circumstances, except as required by the federal securities laws.
PART I – Financial Information
NATIONAL RESEARCH CORPORATION AND SUBSIDIARY
CONDENSED CONSOLIDATED BALANCE SHEETS
(In thousands, except share amounts and par value)
|
June 30, |
December 31, 2024 |
|||||||
|
(unaudited) |
||||||||
|
Assets |
||||||||
|
Current assets: |
||||||||
|
Cash and cash equivalents |
$ | $ | ||||||
|
Trade accounts receivable, less allowance for doubtful accounts of $ |
||||||||
|
Prepaid expenses |
||||||||
|
Income taxes receivable |
||||||||
|
Other current assets |
||||||||
|
Total current assets |
||||||||
|
Net property and equipment |
||||||||
|
Intangible assets, net |
||||||||
|
Goodwill |
||||||||
|
Operating lease right-of-use assets |
||||||||
|
Deferred contract costs, net |
||||||||
|
Other noncurrent assets |
||||||||
|
Total assets |
$ | $ | ||||||
|
Liabilities and Shareholders’ Equity |
||||||||
|
Current liabilities: |
||||||||
|
Current portion of notes payable, net of unamortized debt issuance costs |
$ | $ | ||||||
|
Accounts payable |
||||||||
|
Accrued wages and bonuses |
||||||||
|
Accrued expenses |
||||||||
|
Dividends payable |
||||||||
|
Deferred revenue |
||||||||
|
Income taxes payable |
||||||||
|
Other current liabilities |
||||||||
|
Total current liabilities |
||||||||
|
Notes payable, net of current portion and unamortized debt issuance costs |
||||||||
|
Deferred income taxes |
||||||||
|
Other long-term liabilities |
||||||||
|
Total liabilities |
||||||||
|
Shareholders’ equity: |
||||||||
|
Preferred stock, $ |
||||||||
|
Common stock, $ |
||||||||
|
Additional paid-in capital |
||||||||
|
Retained earnings (accumulated deficit) |
( |
) | ( |
) | ||||
|
Treasury stock, at cost; |
( |
) | ( |
) | ||||
|
Total shareholders’ equity |
||||||||
|
Total liabilities and shareholders’ equity |
$ | $ | ||||||
See accompanying notes to condensed consolidated financial statements
NATIONAL RESEARCH CORPORATION AND SUBSIDIARY
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
(In thousands, except for per share amounts, unaudited)
|
Three months ended |
Six months ended |
|||||||||||||||
|
2025 |
2024 |
2025 |
2024 |
|||||||||||||
|
Revenue |
$ | $ | $ | $ | ||||||||||||
|
Operating expenses: |
||||||||||||||||
|
Direct |
||||||||||||||||
|
Selling, general and administrative |
||||||||||||||||
|
Depreciation and amortization |
||||||||||||||||
|
Total operating expenses |
||||||||||||||||
|
Operating income |
||||||||||||||||
|
Other income (expense): |
||||||||||||||||
|
Interest income |
||||||||||||||||
|
Interest expense |
( |
) | ( |
) | ( |
) | ( |
) | ||||||||
|
Other, net |
( |
) | ( |
) | ||||||||||||
|
Total other expense |
( |
) | ( |
) | ( |
) | ( |
) | ||||||||
|
Income before income taxes |
||||||||||||||||
|
Provision for income taxes |
||||||||||||||||
|
Net income (loss) |
$ | ( |
) | $ | $ | $ | ||||||||||
|
Earnings (loss) per share of common stock: |
||||||||||||||||
|
Basic |
$ | ( |
) | $ | $ | $ | ||||||||||
|
Diluted |
$ | ( |
) | $ | $ | $ | ||||||||||
|
Weighted average shares and share equivalents outstanding: |
||||||||||||||||
|
Basic |
||||||||||||||||
|
Diluted |
||||||||||||||||
See accompanying notes to condensed consolidated financial statements
NATIONAL RESEARCH CORPORATION AND SUBSIDIARY
CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY
(In thousands except share and per share amounts, unaudited)
|
Common |
Additional |
Retained (Deficit) |
Treasury Stock |
Total |
||||||||||||||||
|
Balances at December 31, 2024 |
$ | $ | $ | ( |
) | $ | ( |
) | $ | |||||||||||
|
Purchase of |
( |
) | ( |
) | ||||||||||||||||
|
Issuance of |
||||||||||||||||||||
|
Non-cash stock compensation expense |
||||||||||||||||||||
|
Dividends declared of $ |
( |
) | ( |
) | ||||||||||||||||
|
Net income |
||||||||||||||||||||
|
Balances at March 31, 2025 |
$ | $ | $ | ( |
) | $ | ( |
) | $ | |||||||||||
|
Purchase of |
( |
) | ( |
) | ||||||||||||||||
|
Issuance of |
( |
) | ||||||||||||||||||
|
Non-cash stock compensation expense |
||||||||||||||||||||
|
Dividends declared of $ |
( |
) | ( |
) | ||||||||||||||||
|
Net loss |
( |
) | ( |
) | ||||||||||||||||
|
Balances at June 30, 2025 |
$ | $ | $ | ( |
) | $ | ( |
) | $ | |||||||||||
See accompanying notes to condensed consolidated financial statements.
NATIONAL RESEARCH CORPORATION AND SUBSIDIARY
CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY
(In thousands except share and per share amounts, unaudited)
|
Common |
Additional |
Retained (Deficit) |
Treasury Stock |
Total |
||||||||||||||||
|
Balances at December 31, 2023 |
$ | $ | $ | ( |
) | $ | ( |
) | $ | |||||||||||
|
Purchase of |
( |
) | ( |
) | ||||||||||||||||
|
Issuance of |
||||||||||||||||||||
|
Non-cash stock compensation (benefit) |
( |
) | ( |
) | ||||||||||||||||
|
Dividends declared of $ |
( |
) | ( |
) | ||||||||||||||||
|
Net income |
||||||||||||||||||||
|
Balances at March 31, 2024 |
$ | $ | $ | ( |
) | $ | ( |
) | $ | |||||||||||
|
Non-cash stock compensation (benefit) |
( |
) | ( |
) | ||||||||||||||||
|
Dividends declared of $ |
( |
) | ( |
) | ||||||||||||||||
|
Net income |
||||||||||||||||||||
|
Balances at June 30, 2024 |
$ | $ | $ | ( |
) | $ | ( |
) | $ | |||||||||||
See accompanying notes to condensed consolidated financial statements.
NATIONAL RESEARCH CORPORATION AND SUBSIDIARY
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands, unaudited)
|
Six months ended |
||||||||
|
June 30 |
||||||||
|
2025 |
2024 |
|||||||
|
Cash flows from operating activities: |
||||||||
|
Net income |
$ | $ | ||||||
|
Adjustments to reconcile net income to net cash provided by operating activities: |
||||||||
|
Depreciation and amortization |
||||||||
|
Deferred income taxes |
( |
) | ( |
) | ||||
|
Reserve for uncertain tax positions |
||||||||
|
Non-cash share-based compensation expense (benefit) |
( |
) | ||||||
|
Change in fair value of contingent consideration |
||||||||
|
Loss on extinguishment of debt |
||||||||
|
Amortization of debt issuance costs |
||||||||
|
Net changes in assets and liabilities: |
||||||||
|
Trade accounts receivable |
( |
) | ||||||
|
Prepaid expenses and other current and noncurrent assets |
( |
) | ( |
) | ||||
|
Deferred contract costs, net |
( |
) | ||||||
|
Operating lease assets and liabilities, net |
( |
) | ( |
) | ||||
|
Accounts payable |
||||||||
|
Accrued expenses, wages and bonuses |
||||||||
|
Income taxes receivable and payable |
( |
) | ( |
) | ||||
|
Deferred revenue |
( |
) | ( |
) | ||||
|
Net cash provided by operating activities |
||||||||
|
Cash flows from investing activities: |
||||||||
|
Purchases of property and equipment |
( |
) | ( |
) | ||||
|
Net cash used in investing activities |
( |
) | ( |
) | ||||
|
Cash flows from financing activities: |
||||||||
|
Borrowings on notes payable |
||||||||
|
Payments on notes payable |
( |
) | ( |
) | ||||
|
Borrowings on revolving loan |
||||||||
|
Payments on revolving loan |
( |
) | ( |
) | ||||
|
Payment of debt issuance costs |
( |
) | ||||||
|
Payments on finance lease obligations |
( |
) | ( |
) | ||||
|
Proceeds from the exercise of share-based awards |
||||||||
|
Payment of payroll tax withholdings on share-based awards exercised |
( |
) | ||||||
|
Payment of acquisition contingent consideration |
( |
) | ||||||
|
Repurchase of shares for treasury |
( |
) | ( |
) | ||||
|
Payment of dividends on common stock |
( |
) | ( |
) | ||||
|
Net cash provided by (used in) financing activities |
( |
) | ||||||
|
Change in cash and cash equivalents |
( |
) | ||||||
|
Cash and cash equivalents at beginning of period |
||||||||
|
Cash and cash equivalents at end of period |
$ | $ | ||||||
See accompanying notes to condensed consolidated financial statements.
NATIONAL RESEARCH CORPORATION AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF CASH FLOWS, Continued
(In thousands)
|
Six months ended |
||||||||
|
June 30 |
||||||||
|
2025 |
2024 |
|||||||
|
Supplemental disclosure of cash paid for: |
||||||||
|
Interest expense, net of capitalized amounts |
$ | $ | ||||||
|
Income taxes |
||||||||
|
Supplemental disclosure of non-cash investing and financing activities: |
||||||||
|
Stock tendered to the Company for cashless exercise of stock options in connection with equity incentive plans |
$ | $ | ||||||
|
Purchase of property and equipment in accounts payable and accrued expenses |
||||||||
|
Repurchase of shares for treasury in accounts payable and accrued expenses |
||||||||
|
Debt extinguished with new debt |
||||||||
|
Noncash borrowings on long-term debt for accrued interest and debt issuance costs |
||||||||
See accompanying notes to condensed consolidated financial statements.
NATIONAL RESEARCH CORPORATION AND SUBSIDIARY
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
|
(1) |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES |
Description of business and basis of presentation
National Research Corporation, doing business as NRC Health (“NRC Health,” the “Company,” “we,” “our,” “us” or similar terms), is a leading provider of analytics and insights that facilitate measurement and improvement of the patient and employee experience while also increasing patient engagement and customer loyalty for healthcare organizations in the United States. Our purpose is to humanize healthcare and support organizations in their understanding of each person they serve not as point-in-time insights, but as an ongoing relationship. We believe that understanding the story is the key to unlocking the highest-quality and truly personalized care. Our end-to-end solutions enable health care organizations to understand what matters most to each person they serve – before, during, after, and outside of clinical encounters – to gain a longitudinal understanding of how life and health intersect, with the goal of developing lasting, trusting relationships. Our portfolio of solutions represents a unique set of capabilities that individually and collectively provide value to our clients.
Our condensed consolidated balance sheet at December 31, 2024 was derived from our audited consolidated balance sheet as of that date. All other financial statements contained herein are unaudited and, in the opinion of management, include all adjustments (consisting only of normal recurring adjustments) that we consider necessary for a fair presentation of financial position, results of operations and cash flows in accordance with accounting principles generally accepted in the United States.
Information and footnote disclosures included in financial statements prepared in accordance with accounting principles generally accepted in the United States have been condensed or omitted. These condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and notes thereto that are included in our Form 10-K for the year ended December 31, 2024, filed with the Securities and Exchange Commission (the “SEC”) on March 17, 2025.
The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make certain estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates.
The condensed consolidated financial statements include the accounts of the Company and our wholly-owned subsidiary, National Research Corporation Canada, until it was dissolved in August 2024. All significant intercompany transactions and balances have been eliminated.
Revenue Recognition
We derive a majority of our revenues from our annually renewable subscription-based service agreements with our customers, which include performance measurement and improvement services, healthcare analytics and governance education services. Such agreements are generally cancelable on short or no notice without penalty. See Note 2 for further information about our contracts with customers. We account for revenue using the following steps:
|
● |
Identify the contract, or contracts, with a customer; |
|
|
● |
Identify the performance obligations in the contract; |
|
|
● |
Determine the transaction price; |
|
|
● |
Allocate the transaction price to the identified performance obligations; and |
|
|
● |
Recognize revenue when, or as, we satisfy the performance obligations. |
Our revenue arrangements with a client may include combinations of more than one service offering which may be executed at the same time, or within close proximity of one another. We combine contracts with the same customer into a single contract for accounting purposes when the contract is entered into at or near the same time and the contracts are negotiated together. For contracts that contain more than one separately identifiable performance obligation, the total transaction price is allocated to the identified performance obligations based upon the relative stand-alone selling prices of the performance obligations. The stand-alone selling prices are based on an observable price for services sold to other comparable customers, when available, or an estimated selling price using a cost-plus margin or residual approach. We estimate the amount of total contract consideration we expect to receive for variable arrangements based on the most likely amount we expect to earn from the arrangement based on the expected quantities of services we expect to provide and the contractual pricing based on those quantities. We only include some or a portion of variable consideration in the transaction price when it is probable that a significant reversal in the amount of cumulative revenue recognized will not occur. We consider the sensitivity of the estimate, our relationship and experience with the client and variable services being performed, the range of possible revenue amounts and the magnitude of the variable consideration to the overall arrangement. Our revenue arrangements do not contain any significant financing element due to the contract terms and the timing between when consideration is received and when the service is provided.
Our arrangements with customers consist principally of four different types of arrangements: 1) subscription-based service agreements; 2) one-time specified services performed at a single point in time; 3) fixed, non-subscription service agreements; and 4) unit-priced service agreements.
Subscription-based services – Services that are provided under subscription-based service agreements are usually for a twelve-month period and represent a single promise to stand ready to provide reporting, tools and services throughout the subscription period as requested by the customer. These agreements are renewable at the option of the customer at the completion of the initial contract term for an agreed upon price increase each year. These agreements represent a series of distinct monthly services that are substantially the same, with the same pattern of transfer to the customer as the customer receives and consumes the benefits throughout the contract period. Accordingly, subscription services are recognized ratably over the subscription period. Subscription services are typically billed either annually or quarterly in advance but may also be billed on a monthly basis.
One-time services – These agreements typically require us to perform a specific one-time service in a particular month. We are entitled to a fixed payment upon completion of the service. Under these arrangements, we recognize revenue at the point in time we complete the service and it is accepted by the customer.
Fixed, non-subscription services – These arrangements typically require us to perform an unspecified amount of services for a fixed price during a fixed period of time. Revenues are recognized over time based upon the costs incurred to date in relation to the total estimated contract costs. In determining cost estimates, management uses historical and forecasted cost information which is based on estimated volumes, external and internal costs and other factors necessary in estimating the total costs over the term of the contract. Changes in estimates are accounted for using a cumulative catch-up adjustment which could impact the amount and timing of revenue for any period.
Unit-price services – These arrangements typically require us to perform certain services on a periodic basis as requested by the customer for a per-unit amount which is typically billed in the month following the performance of the service. Revenue under these arrangements is recognized over the time the services are performed at the per-unit amount.
Revenue is presented net of any sales tax charged to our clients that we are required to remit to taxing authorities. We recognize contract assets or unbilled receivables related to revenue recognized for services completed but not invoiced to the clients. Unbilled receivables are classified as receivables when we have an unconditional right to contract consideration. A contract liability is recognized as deferred revenue when we invoice clients in advance of performing the related services under the terms of a contract. Deferred revenue is recognized as revenue when we have satisfied the related performance obligation.
Deferred Contract Costs
Deferred contract costs, net is stated at gross deferred costs less accumulated amortization. We defer commissions and incentives, including payroll taxes, if they are incremental and recoverable costs of obtaining a renewable customer contract. Deferred contract costs are amortized over the estimated term of the contract, including renewals, which generally ranges from to years. The contract term was estimated by considering factors such as historical customer attrition rates and product life. The amortization period is adjusted for significant changes in the estimated remaining term of a contract. An impairment of deferred contract costs is recognized when the unamortized balance of deferred contract costs exceeds the remaining amount of consideration we expect to receive net of the expected future costs directly related to providing those services. We have elected the practical expedient to expense contract costs when incurred for any nonrenewable contracts with a term of one year or less. We deferred incremental costs of obtaining a contract of $
|
Three months ended June 30, |
Six months ended June 30, |
|||||||||||||||
|
2025 |
2024 |
2025 |
2024 |
|||||||||||||
|
Direct Expenses |
$ | $ | $ | $ | ||||||||||||
|
Selling, general and administrative expenses |
||||||||||||||||
|
Total amortization |
$ | $ | $ | $ | ||||||||||||
Additional expense included in selling, general and administrative expenses for impairment of costs capitalized due to lost clients was $
Trade Accounts Receivable
The allowance for doubtful accounts is our best estimate of the amount of probable credit losses in our existing accounts receivable, determined based on our historical write-off experience, current economic conditions and reasonable and supportable forecasts about the future. We review the allowance for doubtful accounts monthly. Account balances are charged off against the allowance after all means of collection have been exhausted and the potential for recovery is considered remote.
The following table provides the activity in the allowance for doubtful accounts for the six-month periods ended June 30, 2025 and 2024 (in thousands):
|
Balance at Beginning of Period |
Bad Debt Expense (Benefit) |
Write-offs |
Recoveries |
Balance at End of Period |
||||||||||||||||
|
Six months ended June 30, 2025 |
$ | $ | $ | $ | $ | |||||||||||||||
|
Six months ended June 30, 2024 |
$ | $ | ( |
) | $ | $ | $ | |||||||||||||
Leases
We determine whether a lease is included in an agreement at inception. We recognize a lease liability and a right-of-use (“ROU”) asset on the balance sheet for our operating leases under which we are lessee. Operating lease ROU assets are included in operating lease right-of-use assets in our condensed consolidated balance sheet. Finance lease assets are included in property and equipment. Operating and finance lease liabilities are included in other current liabilities and other long-term liabilities. Certain lease arrangements may include options to extend or terminate the lease. We include these provisions in the ROU asset and lease liabilities only when it is reasonably certain that we will exercise that option. Lease expense for operating lease payments is recognized on a straight-line basis over the lease term and is included in direct expenses and selling, general and administrative expenses. Our lease agreements do not contain any residual value guarantees.
ROU assets represent our right to use an underlying asset for the lease term and lease liabilities represent our obligation to make lease payments during the lease term. ROU assets and lease liabilities are recorded at lease commencement based on the estimated present value of lease payments. Because the rate of interest implicit in each lease is not readily determinable, we use our estimated incremental collateralized borrowing rate at lease commencement, to calculate the present value of lease payments. When determining the appropriate incremental borrowing rate, we consider our available credit facilities, recently issued debt and public interest rate information.
Due to remote working arrangements, we reassessed our office needs and subleased our Seattle location under an agreement considered to be an operating lease beginning in May 2021. We had not been legally released from our primary obligations under the original lease and therefore we continued to account for the original lease separately until the lease terminates in August 2025. Rent income from the sublessee is included in the statement of operations on a straight-line basis as an offset to rent expense associated with the original operating lease included in other expenses.
Fair Value Measurements
Our valuation techniques are based on maximizing observable inputs and minimizing the use of unobservable inputs when measuring fair value. Observable inputs reflect readily obtainable data from independent sources, while unobservable inputs reflect our market assumptions. The inputs are then classified into the following hierarchy: (1) Level 1 Inputs—quoted prices in active markets for identical assets and liabilities; (2) Level 2 Inputs—observable market-based inputs other than Level 1 inputs, such as quoted prices for similar assets or liabilities in active markets, quoted prices for similar or identical assets or liabilities in markets that are not active, or other inputs that are observable or can be corroborated by observable market data; (3) Level 3 Inputs—unobservable inputs.
The following details our financial assets and liabilities measured at fair value on a recurring basis within the fair value hierarchy (in thousands):
|
Level 1 |
Level 2 |
Level 3 |
Total |
|||||||||||||
|
As of June 30, 2025 |
||||||||||||||||
|
Financial Assets: |
||||||||||||||||
|
Money Market Funds |
$ | $ | $ | $ | ||||||||||||
|
Total Cash Equivalents |
$ | $ | $ | $ | ||||||||||||
|
Financial Liabilities: |
||||||||||||||||
|
Contingent Consideration Liability |
$ | $ | $ | $ | ||||||||||||
|
As of December 31, 2024 |
||||||||||||||||
|
Financial Assets: |
||||||||||||||||
|
Money Market Funds |
$ | $ | $ | $ | ||||||||||||
|
Total Cash Equivalents |
$ | $ | $ | $ | ||||||||||||
|
Financial Liabilities: |
||||||||||||||||
|
Contingent Consideration Liability |
$ | $ | $ | $ | ||||||||||||
There were no transfers between levels during the six months ended June 30, 2025 and 2024.
Our contingent consideration liability relates to potential future payments to the former owners of Nobl Health (“Nobl”), which was acquired in the third quarter of 2024. The potential future payments are contingent upon the achievement of certain customer contract metrics. Contingent consideration is remeasured at each reporting date at its estimated fair value. The remeasured fair value could differ materially from the initial estimate and uses significant unobservable inputs classified as Level 3 inputs. We measured fair value using a discounted cash flow model based on the present value of expected future payments, which considers the likelihood of meeting contract thresholds at future payment dates. Significant increases or decreases to any of the inputs in isolation could result in a significantly higher or lower liability. The change to the contingent consideration liability from the acquisition date, at each reporting date and the final amount paid, which is capped at $
The following summarizes the changes in the fair value of our contingent consideration liability during the three- and six-month periods ended June 30, 2025 (in thousands):
|
Six months ended |
||||
|
Contingent Consideration Liability, December 31, 2024 |
$ | |||
|
Increase to fair value included in selling, general & administrative expenses |
||||
|
Payments made |
( |
) | ||
|
Contingent Consideration Liability, June 30, 2025 |
$ | |||
Our long-term debt described in Note 4 is recorded at amortized cost. The fair value of our variable rate long-term debt is believed to approximate the carrying value because we believe the current rate reasonably estimates the current market rate for our debt.
The following are the carrying amount and estimated fair values of variable rate long-term debt (in thousands):
|
Level 1 |
Level 2 |
Total Fair Value |
Carrying Amount |
|||||||||||||
|
As of June 30, 2025 |
$ | $ | $ | $ | ||||||||||||
|
As of December 31, 2024 |
$ | $ | $ | $ | ||||||||||||
The carrying amounts of accounts receivable, revolving loan, accounts payable, and accrued expenses approximate their fair value. All non-financial assets that are not recognized or disclosed at fair value in the financial statements on a recurring basis, which includes ROU assets, property and equipment, goodwill, intangibles and cost method investments, are measured at fair value in certain circumstances (for example, when there is evidence of impairment). As of June 30, 2025 and December 31, 2024, there was indication of impairment related to these assets.
From time to time, we are involved in certain claims and litigation arising in the normal course of business. Management assesses the probability of loss for such contingencies and recognizes a liability when a loss is probable and estimable. Legal fees, net of estimated insurance recoveries, are expensed as incurred. We do not believe the final disposition of claims at June 30, 2025 will have a material adverse effect on our consolidated financial position, results of operations or liquidity.
|
(2) |
CONTRACTS WITH CUSTOMERS |
The following table disaggregates revenue for the three- and six-month periods ended June 30, 2025 and 2024 based on timing of revenue recognition (in thousands):
|
Three months ended June 30, |
Six months ended June 30, |
|||||||||||||||
|
2025 |
2024 |
2025 |
2024 |
|||||||||||||
|
Subscription services recognized ratably over time |
$ | $ | $ | $ | ||||||||||||
|
Services recognized at a point in time |
||||||||||||||||
|
Fixed, non-subscription recognized over time |
||||||||||||||||
|
Unit price services recognized over time |
||||||||||||||||
|
Total revenue |
$ | $ | $ | $ | ||||||||||||
The following table provides information about receivables, contract assets, and contract liabilities from contracts with customers (in thousands):
|
June 30, 2025 |
December 31, 2024 |
|||||||
|
Trade accounts receivable |
$ | $ | ||||||
|
Contract assets included in other current assets |
$ | $ | ||||||
|
Deferred revenue, current portion |
$ | $ | ||||||
|
Noncurrent deferred revenue included in other long-term liabilities |
$ | $ | ||||||
Significant changes in contract assets and contract liabilities during the six-month periods ended June 30, 2025 and 2024 are as follows (in thousands):
|
2025 |
2024 |
|||||||||||||||
|
Contract Asset |
Deferred Revenue |
Contract Asset |
Deferred Revenue |
|||||||||||||
|
Increase (Decrease) |
||||||||||||||||
|
Revenue recognized that was included in deferred revenue at beginning of year due to completion of services |
$ | - | $ | ( |
) | $ | - | $ | ( |
) | ||||||
|
Increases due to invoicing of client, net of amounts recognized as revenue |
- | - | ||||||||||||||
|
Decreases due to completion of services (or portion of services) and transferred to accounts receivable |
( |
) | - | ( |
) | - | ||||||||||
|
Change due to cumulative catch-up adjustments arising from changes in expected contract consideration |
- | - | ( |
) | ||||||||||||
|
Increases due to revenue recognized in the period with additional performance obligations before invoicing |
- | - | ||||||||||||||
We have elected to apply the practical expedient to not disclose the value of unsatisfied performance obligations for contracts with an original expected length of one year or less. Total remaining contract revenue for contracts with original duration of greater than one year expected to be recognized in the future related to performance obligations that are unsatisfied at June 30, 2025 approximated $
|
(3) |
INCOME TAXES |
The effective tax rate for the three and six-month periods ended June 30, 2025 increased to
On July 4, 2025, the One Big Beautiful Bill Act was signed into law in the U.S., which contains a broad range of tax reform provisions affecting businesses. We are evaluating the full effects of the legislation on our estimated annual effective tax rate and cash tax position, but we do not expect that the legislation will have a material impact on our financial statements. As the legislation was signed into law after the close of our second quarter, the impacts are not included in our operating results for the six months ended June 30, 2025.
|
(4) |
NOTES PAYABLE |
Our long-term debt consists of the following (in thousands):
|
June 30, |
December 31, 2024 |
|||||||
|
Delayed Draw Term Loan |
$ | $ | ||||||
|
Former Term Loan |
||||||||
|
Less: current portion |
( |
) | ( |
) | ||||
|
Less: unamortized debt issuance costs |
( |
) | ( |
) | ||||
|
Notes payable, net of current portion |
$ | $ | ||||||
In February 2025, we entered a new credit agreement (the “Credit Agreement”) with a group of lenders that amended and restated the terms of our then existing credit agreement, as amended. We recognized a loss on extinguishment of debt of $
Interest accrues and is payable monthly at a floating rate equal to the one-month Term SOFR plus a percentage per annum determined by our cash flow leverage ratio, ranging from
Principal amounts outstanding under the Delayed Draw Term Loan are due and payable monthly during the term of the Delayed Draw Term Loan, in equal monthly installments to amortize the aggregate outstanding principal balance by (i)
Principal amounts outstanding under the Revolving Loan are due and payable in full at maturity at February 6, 2028. As of June 30, 2025, we had
We are obligated to pay ongoing unused commitment fees quarterly in arrears at a percentage per annum determined by our cash flow leverage ratio, ranging from
The Credit Agreement is collateralized by substantially all of our assets, subject to permitted liens and other agreed exceptions, and contains customary representations, warranties, affirmative and negative covenants (including financial covenants) and events of default. The negative covenants include, among other things, restrictions regarding the incurrence of indebtedness and liens, repurchases of our common stock and acquisitions, subject in each case to certain exceptions. Pursuant to the Credit Agreement, we are required to maintain a minimum fixed charge coverage ratio of
|
(5) |
SHARE-BASED COMPENSATION |
We measure and recognize compensation expense for all share-based payments based on the grant-date fair value of those awards. All of our existing stock option awards and unvested stock awards have been determined to be equity-classified awards. We account for forfeitures as they occur.
Our 2004 Non-Employee Director Stock Plan, as amended (the “2004 Director Plan”), was a nonqualified plan that provided for the granting of options with respect to
Our 2006 Equity Incentive Plan (the “2006 Equity Incentive Plan”), as amended, provided for the granting of stock options, stock appreciation rights, restricted stock, performance shares and other share-based awards and benefits up to an aggregate of
In May 2025, our shareholders approved the National Research Corporation 2025 Omnibus Incentive Plan (the “2025 Omnibus Incentive Plan”), which became effective on May 7, 2025, and replaced the 2004 Director Plan and the 2006 Equity Incentive Plan. The 2025 Omnibus Incentive Plan provides for the granting of performance awards, stock options, stock appreciation rights, stock awards, restricted stock and other share-based awards and benefits up to an aggregate of 5.0 million shares of our common stock. The exercise prices of options to purchase shares of common stock are typically equal to the fair value of the common stock on the date of grant. Options granted may be either incentive stock options or nonqualified stock options. Vesting terms and option terms vary with each grant. At June 30, 2025, 500,000 restricted stock awards had been granted and 4.5 million shares of common stock were available for issuance pursuant to future grants under the 2025 Omnibus Incentive Plan.
Service-Based Stock Option Awards
We grant stock options to directors and selected executives with vesting based on specified service periods. Vesting terms vary with each grant and option terms are generally to years following the date of grant. We recognize compensation expense on a straight-line basis over the service period specified in the award. We granted
The fair value of service-based stock options granted in 2025 was estimated using a Black-Scholes valuation model with the following weighted average assumptions:
|
2025 |
||||
|
Expected dividend yield at date of grant |
% | |||
|
Expected stock price volatility |
% | |||
|
Risk-free interest rate |
% | |||
|
Expected life of options (in years) |
||||
The risk-free interest rate assumptions were based on the U.S. Treasury yield curve in effect at the time of the grant. The expected volatility was based on historical monthly price changes of our stock based on the expected life of the options at the date of grant. The expected life of options is the average number of years we estimate that options will be outstanding. We consider groups of associates that have similar historical exercise behavior separately for valuation purposes.
The following table summarizes service-based stock option activity under the 2006 Equity Incentive Plan and the 2004 Director Plan for the six-month period ended June 30, 2025:
|
Number of |
Weighted Average Exercise Price |
Weighted Average Remaining Contractual Terms (Years) |
Aggregate Intrinsic Value (In thousands) |
|||||||||||||
|
Outstanding at December 31, 2024 |
$ | |||||||||||||||
|
Granted |
$ | |||||||||||||||
|
Exercised |
$ | |||||||||||||||
|
Expired |
$ | |||||||||||||||
|
Forfeited |
$ | |||||||||||||||
|
Outstanding at June 30, 2025 |
$ | $ | ||||||||||||||
|
Exercisable at June 30, 2025 |
$ | $ | ||||||||||||||
Performance-Based Stock Option Awards
We also grant stock options to selected executives with vesting contingent upon meeting certain Company-wide performance goals. The performance goals for options issued in 2024 are based on reaching a total recurring contract value target, measured at the end of the performance period, December 31, 2026. Vesting is also dependent upon remaining in our employment through the performance period. The performance awards issued in 2024 have a -year contractual term. We recognize compensation expense prospectively from the date it is deemed probable that the performance goal will be met through the end of the performance period. We did not recognize compensation expense related to performance-based awards in 2025 or 2024 since achieving the performance goals was not deemed probable. We granted
The following table summarizes performance-based stock option activity for the six-month period ended June 30, 2025:
|
Number of |
Weighted Average Exercise Price |
Weighted Average Remaining Contractual Terms (Years) |
Aggregate Intrinsic Value (In thousands) |
|||||||||||||
|
Outstanding at December 31, 2024 |
$ | |||||||||||||||
|
Granted |
||||||||||||||||
|
Exercised |
||||||||||||||||
|
Forfeited |
$ | |||||||||||||||
|
Outstanding at June 30, 2025 |
$ | $ | ||||||||||||||
|
Exercisable at June 30, 2025 |
||||||||||||||||
As of June 30, 2025, the total unrecognized compensation cost related to non-vested performance-based and service-based stock option awards was approximately $
There was $
Non-vested Stock Awards
We granted
|
Common Stock Outstanding |
Weighted Average Grant Date Fair Value Per Share |
|||||||
|
Outstanding at December 31, 2024 |
||||||||
|
Granted |
||||||||
|
Vested |
||||||||
|
Forfeited |
||||||||
|
Outstanding at June 30, 2024 |
$ | |||||||
As of June 30, 2025, the total unrecognized compensation cost related to non-vested shares common stock awards was approximately $
|
(6) |
GOODWILL AND OTHER INTANGIBLE ASSETS |
The following represents the carrying amount of goodwill at June 30, 2025 (in thousands):
|
Gross |
Accumulated Impairment |
Net |
||||||||||
|
Balance at June 30, 2025 |
$ | ( |
) | $ | ||||||||
Intangible assets consisted of the following (in thousands):
|
June 30, |
December 31, |
|||||||
|
Non-amortizing intangible assets: |
||||||||
|
Indefinite trade name |
$ | $ | ||||||
|
Amortizing intangible assets: |
||||||||
|
Customer related |
||||||||
|
Technology |
||||||||
|
Trade names |
||||||||
|
Total amortizing intangible assets |
||||||||
|
Accumulated amortization |
( |
) | ( |
) | ||||
|
Other intangible assets, net |
$ | $ | ||||||
|
(7) |
PROPERTY AND EQUIPMENT |
|
June 30, |
December 31, 2024 |
|||||||
|
(In thousands) |
||||||||
|
Property and equipment |
$ | $ | ||||||
|
Accumulated depreciation |
( |
) | ( |
) | ||||
|
Property and equipment, net |
$ | $ | ||||||
|
(8) |
EARNINGS PER SHARE |
Basic net income (loss) per share was computed using the weighted-average shares of common stock outstanding during the period.
Diluted net income (loss) per share was computed using the weighted-average shares of common stock and, if dilutive, the potential common stock outstanding during the period. Potential shares of common stock consist of the incremental common stock issuable upon the exercise of stock options and vesting of restricted stock. The dilutive effect of outstanding stock options is reflected in diluted earnings per share by application of the treasury stock method.
We had
|
Three Months Ended June 30 |
Six Months Ended June 30 |
|||||||||||||||
|
2025 |
2024 |
2025 |
2024 |
|||||||||||||
|
(In thousands, except per share data) |
||||||||||||||||
|
Numerator for net income (loss) per share – basic: |
||||||||||||||||
|
Net income (loss) |
$ | ( |
) | $ | $ | $ | ||||||||||
|
Allocation of distributed and undistributed income to unvested restricted stock shareholders |
( |
) | ( |
) | ( |
) | ( |
) | ||||||||
|
Net income (loss) attributable to common shareholders |
( |
) | ||||||||||||||
|
Denominator for net income (loss) per share – basic: |
||||||||||||||||
|
Weighted average common shares outstanding – basic |
||||||||||||||||
|
Net income (loss) per share – basic |
$ | ( |
) | $ | $ | $ | ||||||||||
|
Numerator for net income (loss) per share – diluted: |
||||||||||||||||
|
Net income (loss) attributable to common shareholders for basic computation |
( |
) | ||||||||||||||
|
Denominator for net income (loss) per share – diluted: |
||||||||||||||||
|
Weighted average common shares outstanding – basic |
||||||||||||||||
|
Weighted average effect of dilutive securities – stock options |
||||||||||||||||
|
Denominator for diluted earnings per share – adjusted weighted average shares |
||||||||||||||||
|
Net income (loss) per share – diluted |
$ | ( |
) | $ | $ | $ | ||||||||||
|
(9) |
SEGMENT INFORMATION |
We assess segment reporting in accordance with FASB Accounting Standards Codification Topic 280, Segment Reporting, each reporting period, including evaluating the reporting package provided and reviewed by the Chief Operating Decision Maker (“CODM”). We have concluded that our Chief Executive Officer and our Chairman are our CODM at June 30, 2025.
Based on the way our business is managed and reported to our CODM, we believe we have a single operating segment. We also have one reportable segment. Our revenue is primarily derived and our long-lived assets are primarily held in the United States and our business is managed on a consolidated basis. All of our solutions within our one reporting segment provide analytics and insights that facilitate the measurement and improvement of patient and employee experience for healthcare organizations related to marketing, experience, reputation and governance.
The accounting policies for our operating segment are consistent with those described in the summary of significant accounting policies. The CODM assesses performance of our segment and allocates resources based on revenue and associate expenses based on three team categories: delivery, growth and support. The CODM uses net income, cash balances and debt availability to make decisions related to dividend distributions, acquisitions, and stock repurchases. Our segment results for our one reportable segment are the same as presented in our Consolidated Statements of Income. We do not have intra-entity sales or transfers. The measure of segment assets is reported on our consolidated balance sheet as total consolidated assets.
The table below presents our segment results, including other significant expenses reported to our CODM and other information related to our segment for the three and six-month periods ended June 30, 2025 and 2024 (in thousands):
|
Three Months Ended June 30 |
Six Months Ended June 30 |
|||||||||||||||
|
2025 |
2024 |
2025 |
2024 |
|||||||||||||
|
Revenue |
$ | $ | $ | $ | ||||||||||||
|
Less: |
||||||||||||||||
|
Delivery associate expense |
||||||||||||||||
|
Delivery other operating expenses |
||||||||||||||||
|
Delivery total operating expenses |
||||||||||||||||
|
Growth associate expenses |
||||||||||||||||
|
Growth other operating expenses |
||||||||||||||||
|
Growth total operating expenses |
||||||||||||||||
|
Support associate expenses |
||||||||||||||||
|
Support other operating expenses |
||||||||||||||||
|
Support total operating expenses |
||||||||||||||||
|
Operating income |
||||||||||||||||
|
Interest income |
||||||||||||||||
|
Interest expense |
( |
) | ( |
) | ( |
) | ( |
) | ||||||||
|
Other non-operating income (expense) |
( |
) | ( |
) | ||||||||||||
|
Provision for income taxes |
( |
) | ( |
) | ( |
) | ( |
) | ||||||||
|
Net income |
( |
) | $ | $ | $ | |||||||||||
|
Other significant expenses provided to CODM* |
||||||||||||||||
|
Variable direct expenses |
$ | $ | $ | $ | ||||||||||||
|
Fixed direct expenses |
||||||||||||||||
|
Non-recurring and non-cash executive compensation** |
( |
) | ( |
) | ||||||||||||
|
Tax effect of executive share-based compensation and cash bonus |
( |
) | ( |
) | ||||||||||||
|
IT operational expenses |
||||||||||||||||
|
Total expenditures for purchases of long-lived assets*** |
$ | $ | $ | $ | ||||||||||||
|
* |
|
|
|
** |
Includes non-cash share-based compensation and non-recurring executive cash bonuses |
|
|
*** |
Long-lived assets include property and equipment, right of use assets, intangible assets and goodwill, including those acquired in business combinations. |
|
Three Months Ended June 30 |
Six Months Ended June 30 |
|||||||||||||||
|
2025 |
2024 |
2025 |
2024 |
|||||||||||||
|
Other significant noncash items* |
||||||||||||||||
|
Depreciation and amortization expense |
$ | $ | $ | $ | ||||||||||||
|
Deferred income tax expense (benefit) |
( |
) | ( |
) | ( |
) | ||||||||||
|
Reserve for uncertain tax positions |
||||||||||||||||
|
Share-based compensation expense (benefit) |
( |
) | ( |
) | ||||||||||||
|
Change in fair value of contingent consideration |
||||||||||||||||
|
* |
|
|
Management’s Discussion and Analysis of Financial Condition and Results of Operations |
The following discussion of our results of operations and financial conditions should be read in conjunction with our condensed consolidated financial statements and related notes appearing elsewhere in this Quarterly Report on Form 10-Q.
Our purpose is to humanize healthcare and support organizations in their understanding of each unique individual. Our 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. Our end-to-end solutions enable our clients to understand what matters most to each person they serve – before, during, after, and beyond clinical encounters – to gain a longitudinal understanding of how life and health intersect, with the goal of developing lasting, trusting relationships. Our ability to measure what matters most and systematically capture, analyze, and deliver insights based on self-reported information from patients, families, and consumers is critical in today’s healthcare market. We believe access to and analysis of our extensive consumer-driven information is increasingly valuable as healthcare providers need to better understand and engage the people they serve to create long-term relationships and build loyalty.
Our portfolio of subscription-based solutions provides actionable information and analysis to healthcare organizations across a range of mission-critical, constituent-related elements, including patient experience, service recovery, care transitions, employee engagement, reputation management, and brand loyalty. We partner with clients across the continuum of healthcare services and believe this cross-continuum positioning is a unique and an increasingly important capability as evolving payment models drive healthcare providers and payers towards a more collaborative and integrated service model.
Effective June 1, 2025, Trent Green began serving as our Chief Executive Officer and as a director. Mr. Green brings more than 25 years of healthcare leadership experience, most recently serving as Chief Executive Officer of Amazon One Medical and previously as Chief Operating Officer of Legacy Health. Upon the effectiveness of Mr. Green’s appointment as Chief Executive Officer, Mr. Hays transitioned to the role of Chairman.
Results of Operations
The following table sets forth, for the periods indicated, selected financial information derived from our condensed consolidated financial statements and the percentage change in such items versus the prior comparable period, as well as other key financial metrics. The discussion that follows the information should be read in conjunction with our condensed consolidated financial statements.
Three Months Ended June 30, 2025, Compared to Three Months Ended June 30, 2024
|
Three Months Ended June 30, |
Increase (Decrease) |
|||||||||||
|
2025 |
2024 |
2025 over 2024 |
||||||||||
|
(In thousands, except percentages) |
(Percentage) |
|||||||||||
|
Revenue |
$ | 34,038 | $ | 35,021 | (3 | ) | ||||||
|
Direct expenses |
12,974 | 13,422 | (3 | ) | ||||||||
|
Selling, general, and administrative |
17,734 | 11,221 | 58 | |||||||||
|
Depreciation and amortization |
1,742 | 1,513 | 15 | |||||||||
|
Operating income |
1,588 | 8,865 | (82 | ) | ||||||||
|
Total other expense |
(1,007 | ) | (541 | ) | 86 | |||||||
|
Provision for income taxes |
687 | 2,149 | (68 | ) | ||||||||
|
Effective Tax Rate |
118 | % | 26 | % | 92 | |||||||
|
Operating margin |
5 | % | 25 | % | (20 | ) | ||||||
Revenue. Revenue in the 2025 period decreased compared to the 2024 period by $1.0 million. This was mainly from decreased recurring revenue of $1.3 million in our existing client base and $134,000 in non-recurring revenue, partially offset by an increase in revenue from new clients of $419,000. We view Total Recurring Contract Value, or TRCV, a measure of revenue under all renewable contracts for their respective annual renewal periods, as a leading indicator of revenue expectations. TRCV declined for several quarters prior to the fourth quarter of 2024, then it increased slightly in the fourth quarter of 2024 and increased further sequentially in each of the first and second quarters of 2025 (see further discussion in the six months ended comparison). We believe the expansion of our product and services portfolio during 2024, along with a broader sales effort, led to improved sales and retention in the fourth quarter compared with the prior several quarters. Despite this sequential quarterly improvement, TRCV was lower for the second quarter of 2025 compared to the second quarter of 2024. There is a lag between changes in TRCV (next twelve months) and revenue (trailing twelve months). Generally, if we are able to sustain growth in TRCV, we would expect revenue growth to follow within the next few quarters (and vice versa). However, intervening events may affect this general expectation.
Direct expenses. Variable expenses decreased $244,000 in the 2025 period compared to the 2024 period primarily due to lower data collection expenses partially offset by higher conference costs due to more conferences in the 2025 period than the 2024 period. Variable expenses as a percentage of revenue were 15% in each, the 2025 and 2024 periods. Fixed expenses decreased $204,000 primarily due to decreased salary and benefit costs from workforce reduction and automation implemented in the fourth quarter of 2024 partially offset by increased contracted services to support investments in our Human Understanding solutions. We expect to continue to invest in providing innovative solutions to our clients, which could cause direct expenses to fluctuate as a percentage of revenue.
Selling, general and administrative expenses. Selling, general and administrative expenses increased in the 2025 period compared to the 2024 period primarily due to increased salary and benefits of $7.6 million and legal and accounting expenses of $167,000. The increase in salaries and benefits is primarily due to implementing new compensation arrangements for our new CEO and existing executive leaders. As a result of the new arrangements, we recognized $6.6 million in cash bonuses and increased non-cash share-based compensation expense of $364,000. These increases were partially offset by decreased marketing expenses of $1.1 million and reduced recruiting expenses of $325,000. While we continue to invest in product development and sales, our goal is to drive efficiencies and savings in overall costs to offset such investments. Selling, general and administrative expenses are expected to increase in the third quarter of 2025 compared to the similar period of 2024 due to increased compensation expense related to certain executives and our new CEO. Non-cash charges related to executive equity awards granted in the second quarter of 2025 will approximate $770,000 quarterly through March 2028 and $375,000 in the second quarter of 2028. In consideration for the foregoing compensation, the prior long-term cash incentive plan was terminated and the unvested performance awards were forfeited for two executives.
Depreciation and amortization. Depreciation and amortization expenses increased in 2025 compared to the 2024 period due to increased depreciation on our building and related furnishings due to our building renovations being completed during 2025 and increased intangible amortization from the Nobl acquisition. These increases were partially offset by decreased software amortization. We expect our depreciation and amortization to increase given continued software and intangible amortization, as well as depreciation on the building renovations and related furnishings completed during 2025.
Operating income and margin. Operating income decreased in the 2025 period compared to the 2024 period primarily due to the executive compensation awarded in the second quarter of 2025, as well as the decline in revenue. In the near term, we expect operating income and margin to increase due to revenue and cost initiatives, excluding the impact of the executive compensation charges described above.
Total other expense. Total other expense increased in the 2025 period compared to the 2024 period primarily due to higher interest expense of $477,000 mainly from higher borrowings outstanding on our Delayed Draw Term Loan, partially offset by lower average borrowings and interest rates on the Revolving Loan. Other expense is expected to increase in future periods due to additional borrowings on our Delayed Draw Term Loan.
Provision for income taxes and effective tax rate. The effective tax rate increased in the 2025 period compared to the 2024 period primarily due to deductible limitations on executive compensation related to cash bonuses in the second quarter of 2025. The provision for income taxes decreased due to the increase in the effective tax rate partially offset by the decrease in income before income taxes.
Six Months Ended June 30, 2025, Compared to Six Months Ended June 30, 2024
|
Six Months Ended June 30, |
Increase (Decrease) |
|||||||||||
|
2025 |
2024 |
2025 over 2024 |
||||||||||
|
(In thousands, except percentages) |
(Percentage) |
|||||||||||
|
Revenue |
$ | 67,588 | $ | 70,334 | (4 | ) | ||||||
|
Direct expenses |
26,031 | 27,278 | (5 | ) | ||||||||
|
Selling, general, and administrative |
28,089 | 22,471 | 25 | |||||||||
|
Depreciation and amortization |
3,284 | 2,960 | 11 | |||||||||
|
Operating income |
10,184 | 17,625 | (42 | ) | ||||||||
|
Total other expense |
(1,880 | ) | (1,107 | ) | 70 | |||||||
|
Provision for income taxes |
2,623 | 3,984 | (34 | ) | ||||||||
|
Effective Tax Rate |
32 | % | 24 | % | 8 | |||||||
|
Operating margin |
15 | % | 25 | % | (10 | ) | ||||||
|
Total Recurring Contact Value |
$ | 136,952 | $ | 138,434 | (1 | ) | ||||||
|
Cash provided by operating activities |
5,507 | 18,824 | (71 | ) | ||||||||
Revenue. Revenue in the 2025 period decreased compared to the 2024 period by $2.7 million. This was mainly from decreased recurring revenue of $3.4 million in our existing client base and $91,000 in non-recurring revenue, partially offset by an increase in revenue from new clients of $771,000.
Direct expenses. Variable expenses increased $23,000 in the 2025 period compared to the 2024 period primarily from lower data collection expenses, partially offset by increased conference expenses due to more conferences in the 2025 period. Variable expenses as a percentage of revenue were 16% and 15% in the 2025 and 2024 periods, respectively. Fixed expenses decreased $1.3 million primarily due to decreased salary and benefit costs from workforce reduction and automation implemented in the fourth quarter of 2024 partially offset by increased contracted services and computer equipment and supplies to support investments in our Human Understanding solutions. We expect to continue to invest in providing innovative solutions to our clients, which could cause direct expenses to fluctuate as a percentage of revenue.
Selling, general and administrative expenses. Selling, general and administrative expenses increased in the 2025 period compared to the 2024 period primarily due to increased salary and benefits of $7.7 million. The increase in salaries and benefits is primarily due to implementing new compensation arrangements for our new CEO and existing executive leaders. As a result of the new arrangements, we recognized $6.6 million in cash bonuses and increased non-cash share-based compensation expense of $571,000. These increases were partially offset by decreased marketing expenses of $1.8 million and reduced recruiting expenses of $353,000. While we continue to invest in product development and sales, our goal is to drive efficiencies and savings in overall costs to offset such investments. Selling, general and administrative expenses are expected to increase in the third quarter of 2025 due to increased compensation expense related to certain executives and our new CEO. Non-cash charges related to executive equity awards granted in the second quarter of 2025 will approximate $770,000 quarterly through March 2028 and $375,000 in the second quarter of 2028.
Depreciation and amortization. Depreciation and amortization expenses increased in 2025 compared to the 2024 period due to increased depreciation on our building and furnishings due to our building renovations completed during 2025 and increased intangible amortization from the Nobl acquisition. We expect our depreciation and amortization to increase given continued software and intangible amortization, as well as depreciation on the building renovations and related furnishings completed during 2025.
Operating income and margin. Operating income decreased in the 2025 period compared to the 2024 period primarily due to the executive compensation awarded in the second quarter of 2025, as well as the decline in revenue.
Total other expense. Total other expense increased in the 2025 period compared to the 2024 period primarily due to higher interest expense of $772,000 mainly from higher borrowings outstanding on our Delayed Draw Term Loan, partially offset by lower average borrowings and interest rates on the Revolving Loan. Other expense is expected to increase in future periods due to additional borrowings on our Delayed Draw Term Loan.
Provision for income taxes and effective tax rate. The effective tax rate increased in the 2025 period compared to the 2024 period primarily due to deductible limitations on executive compensation related to cash bonuses in the second quarter of 2025. The provision for income taxes decreased due to the increase in the effective tax rate partially offset by the decrease in income before income taxes.
Total Recurring Contract Value. TRCV at June 30, 2025 was lower compared to June 30, 2024 primarily due to the lack of growth in new contracts to replace losses. Our retention rate increased 2% in the six-month period ending June 30, 2025 compared to the same period of 2024. Recurring contract value increased at June 30, 2025 compared to December 31, 2024 as year-to-date new sales surpassed year-to-date losses. Our recurring contract value metric represents the total revenue projected under all renewable contracts for their respective next annual renewal periods, assuming no upsells, downsells, price increases, or cancellations, measured as of the most recent quarter end.
Liquidity and Capital Resources
Our Board of Directors has established priorities for capital allocation, which prioritize funding of innovation and growth investments, including merger and acquisition activity as well as internal projects. The secondary priority is capital allocation for quarterly dividends and share repurchases.
As of June 30, 2025, our principal sources of liquidity included $5.3 million of cash and cash equivalents, up to $30 million of unused borrowings under our Revolving Loan and an additional $27.6 million on our Delayed Draw Term Loan.
Our cash flows from operating activities consist of net income adjusted for non-cash items including depreciation and amortization, deferred income taxes, share-based compensation, reserve for uncertain tax positions, loss on extinguishment of debt, change in fair value of contingent consideration, and the effect of working capital changes. Cash provided by operating activities decreased primarily due to the decrease in net income (loss), net of non-cash items, and working capital changes. Working capital changes mainly consisted of changes in trade accounts receivable primarily due to timing of initial billings and collections for new and renewal contracts, prepaid expenses and other current assets primarily due to the timing of our annual business insurance and other service agreements, accrued expenses, wages and bonuses, and income taxes payable and receivable mainly due to the timing of payments.
See the Condensed Consolidated Statements of Cash Flows included in this report for the detail of our operating cash flows.
We had a working capital deficit of $10.6 million and $16.3 million on June 30, 2025 and December 31, 2024, respectively. The change was primarily due to increases in cash and cash equivalents, increases in accounts receivable, prepaid expenses primarily due to the timing of our annual business insurance payment and other service agreements, and other current assets and decreases in the current portion of our long-term debt, deferred revenue income taxes payable. These increases were partially offset by increases in accrued wages and bonuses and accrued expenses. Cash and cash equivalents increased mainly due to borrowings on our Delayed Draw Term Loan for the repurchase of shares of our common stock for treasury and building renovations. Accrued expenses vary due to the timing of payments. Trade accounts receivable increased due to timing of billing and collections. Our working capital is significantly impacted by our large deferred revenue balances which will vary based on the timing and frequency of billings on annual agreements. Notwithstanding our working capital deficit on June 30, 2025, we believe that our existing sources of liquidity, including cash and cash equivalents, borrowing availability, and operating cash flows will be sufficient to meet our projected capital and debt maturity needs for the foreseeable future.
Cash used in investing activities primarily consisted of purchases of property and equipment including computer software and hardware, building improvements, and furniture and equipment.
Cash provided by financing activities consisted of borrowings on our notes payable under the Delayed Draw Term Loan and Revolving Loan and proceeds from the exercise of share-based equity awards. This was partially offset by payments for debt issuance costs and payments on our notes payable related to our extinguishment of debt and new credit agreement, payments on our Revolving Loan and finance lease obligations. We also used cash to pay contingent consideration related to our 2024 acquisition of Nobl Health, repurchase shares of our common stock for treasury, and to pay dividends on common stock.
Our material cash requirements include the following contractual and other obligations:
Cash dividends of $5.5 million were paid in the six months ended June 30, 2025. Dividends of $2.8 million were declared in the three months ended June 30, 2025 and paid in July 2025. The dividends were paid from cash on hand and borrowings on our Revolving Loan. Our board of directors considers whether to declare a dividend and the amount of any dividends declared on a quarterly basis.
Capital Expenditures
We paid cash of $6.0 million for capital expenditures in the six months ended June 30, 2025. These expenditures consisted mainly of computer software development for our Human Understanding solutions and building renovations to our headquarters. We estimate future costs related to our headquarters building renovations to be $2.7 million in 2025, which we expect to fund through operating cash flows and borrowings on the Revolving Loan and Delayed Draw Term Loan.
Debt
Our Credit Agreement includes (i) a $30.0 million revolving credit facility (the “Revolving Loan”) and (ii) a $110.0 million delayed draw-down term facility (the “Delayed Draw Term Loan” and, together with the Revolving Loan, the “Credit Facilities”). The Delayed Draw Term Loan includes an accordion feature that, so long as no event of default exists or would exist after giving effect to such increase, allows us to request an increase in the Delayed Draw Term Loan of up to the lesser of (x) $25.0 million and (y) our EBITDA as of the preceding four fiscal quarters, exercisable in increments of $10.0 million (or the remaining available amount of the accordion, if less). We may use the Delayed Draw Term Loan to fund permitted future business acquisitions, repurchases of our common stock, capital expenditures or payment of dividends and the Revolving Loan to fund ongoing working capital needs and for other general corporate purposes.
Interest accrues and is payable monthly at a floating rate equal to the one-month Term SOFR plus a percentage per annum determined by our cash flow leverage ratio, ranging from 2.25% to 2.75% (6.67% at June 30, 2025).
The outstanding balance on the Delayed Draw Term Loan was $82.4 million at June 30, 2025. Principal amounts outstanding are due and payable monthly during the term of the Delayed Draw Term Loan, in equal monthly installments to amortize the aggregate outstanding principal balance by (i) 5% during each of the first three years and (ii) 7.5% during each of the fourth and fifth years following the date of such loan. All outstanding principal and interest on the Delayed Draw Term Loan are due and payable in full at the maturity date, February 6, 2030. We had the availability to borrow an additional $27.6 million on the Delayed Draw Term Loan at June 30, 2025.
Principal amounts outstanding under the Revolving Loan are due and payable in full at maturity at February 6, 2028. As of June 30, 2025, we had no borrowings outstanding and the availability to borrow $30.0 million on the Revolving Loan. Our weighted average short-term borrowings for the three-month periods ended June 30, 2025 and 2024 were $8.2 million and $10.0 million, respectively. Our weighted average short-term borrowings for the six-month periods ended June 30, 2025 and 2024 were $5.1 million and $9.5 million, respectively. The weighted average interest rate on short-term borrowings during the three-month periods ended June 30, 2025 and 2024 was 6.67% and 7.67%, respectively. The weighted average interest rate on short-term borrowings during the six-month periods ended June 30, 2025 and 2024 was 6.67% and 7.68%, respectively.
We are obligated to pay ongoing unused commitment fees quarterly in arrears at a percentage per annum determined by our cash flow leverage ratio, ranging from 0.15% to 0.30%, based on the actual daily unused portions of the Revolving Loan and the Delayed Draw Term Loan, respectively.
The Credit Agreement is collateralized by substantially all of our assets, subject to permitted liens and other agreed exceptions, and contains customary representations, warranties, affirmative and negative covenants (including financial covenants) and events of default. The negative covenants include, among other things, restrictions regarding the incurrence of indebtedness and liens, repurchases of our common stock and acquisitions, subject in each case to certain exceptions. Pursuant to the Credit Agreement, we are required to maintain a minimum fixed charge coverage ratio of 1.10x and a cash flow leverage ratio of 3.50x or less for all testing periods throughout the term of the Credit Facilities. As of June 30, 2025, we were in compliance with our financial covenants.
Leases
We have lease arrangements for certain computer, office, printing and inserting equipment as well as office and data center space. As of June 30, 2025, we had fixed lease payments of $534,000 and $10,000 for operating and finance leases, respectively payable within 12 months.
The liability for gross unrecognized tax benefits related to uncertain tax positions was $2.4 million as of June 30, 2025. See Note 3, "Income Taxes", to the Condensed Consolidated Financial Statements contained in this report for income tax related information.
On July 4, 2025, the One Big Beautiful Bill Act was signed into law in the U.S., which contains a broad range of tax reform provisions affecting businesses. We are evaluating the full effects of the legislation on our estimated annual effective tax rate and cash tax position, but we do not expect that the legislation will have a material impact on our financial statements. As the legislation was signed into law after the close of our second quarter, the impacts are not included in our operating results for the six months ended June 30, 2025.
Stock Repurchase Program
In April 2025 our Board of Directors approved a stock repurchase authorization of up to 1.0 million shares of our common stock (the “2025 Program”). We are authorized to repurchase shares of our outstanding common stock from time-to-time on the open market or in privately negotiated transactions, provided that the maximum dollar amount repurchased shall not exceed $20 million without further consent. The timing and amount of stock repurchases will depend on a variety of factors, including market conditions as well as corporate and regulatory considerations. The stock repurchase authorization may be suspended, modified, or discontinued at any time and we have no obligation to repurchase any amount of our common stock in connection with the repurchase authorization. The repurchase authorization has no set expiration date. The authorization follows our recent repurchase of all shares remaining under the prior repurchase authorization.
During the three months ended June 30, 2025, we repurchased 381,736 shares of our common stock under the 2025 Program for an aggregate of $5.8 million.
Critical Accounting Estimates
There have been no changes to our critical accounting estimates described in the Annual Report on Form 10-K for the year ended December 31, 2024 that have a material impact on our Condensed Consolidated Financial Statements and the related Notes.
|
Quantitative and Qualitative Disclosures about Market Risk |
There are no material changes to the disclosures regarding our market risk exposures made in its Annual Report on Form 10-K for the year ended December 31, 2024.
|
Controls and Procedures |
Our management, with the participation of our Chief Executive Officer and our Chairman (who serves as our principal financial officer), has evaluated the effectiveness of the design and operation of our disclosure controls and procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934) as of the end of the period covered by this report, and our Chief Executive Officer and our Chairman (who serves as our principal financial officer) have concluded that, as of the end of such period, our disclosure controls and procedures were effective.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. Accordingly, even effective internal control over financial reporting can only provide reasonable assurance of achieving its control objectives.
We have confidence in our internal controls and procedures. Nevertheless, our management, including our Chief Executive Officer and our Chairman (who serves as our principal financial officer), does not expect that our disclosure procedures and controls or our internal controls will prevent all errors or intentional fraud. An internal control system, no matter how well-conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of such internal controls are met. Further, the design of an internal control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. As a result of the inherent limitations in all internal control systems, no evaluation of controls can provide absolute assurance that all our control issues and instances of fraud, if any, have been detected.
There have been no changes in our internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Securities Exchange Act of 1934) that occurred during the quarter ended June 30, 2025 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
|
Legal Proceedings |
From time to time, we are involved in certain claims and litigation arising in the normal course of business. Management assesses the probability of loss for such contingencies and recognizes a liability when a loss is probable and estimable. For additional information, see Note 1, under the heading “Commitments and Contingencies,” to our condensed consolidated financial statements. Regardless of the final outcome, any legal proceedings, claims, inquiries and investigations, however, can impose a significant burden on management and employees, may include costly defense and settlement costs, and could cause harm to our reputation and brand, and other factors.
|
Risk Factors |
The significant risk factors known to us that could materially adversely affect our business, financial condition, or operating results are described in Part I, Item 1A of our Annual Report on Form 10-K for the year ended December 31, 2024.
|
Unregistered Sales of Equity Securities and Use of Proceeds |
In April 2025 our Board of Directors authorized the 2025 Program.
Our Credit Agreement provides that, in order for us to pay dividends or repurchase our common stock, there must be no default or event of default existing or that would result from such payment and we must show that we would comply with the Credit Agreement’s fixed charge coverage ratio and consolidated cash flow leverage ratio after giving pro forma effect to such payment.
The table below summarizes repurchases of common stock during the three months ended June 30, 2025.
|
Period |
Total Number of Shares Purchased |
Average Price Paid per Share (1) |
Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs(2) |
Maximum Number of Shares that May Yet Be Purchased Under the Plans or Programs |
||||||||||||
|
Apr 1 – Apr 30, 2025 |
- | - | 1,000,000 | |||||||||||||
|
May 1 – May 31, 2025 |
159,760 | 12.95 | 159,760 | 840,240 | ||||||||||||
|
Jun 1 – Jun 31, 2025 |
221,976 | 16.42 | 221,976 | 618,264 | ||||||||||||
|
Total |
381,736 | 381,736 | ||||||||||||||
|
(1) |
The average price paid per share excludes excise tax incurred on stock repurchases. For the quarter ended June 30, 2025, excise tax expense totaled $57,125. |
|
(2) |
Shares were repurchased pursuant to the 2025 Program. |
|
Other Information |
During the second quarter of 2025, director or officer adopted or terminated a Rule 10b5-1 trading arrangement or non-Rule 10b5-1 trading arrangement.
|
Exhibits |
The exhibits listed in the exhibit index below are filed as part of this Quarterly Report on Form 10-Q.
EXHIBIT INDEX
|
Exhibit |
Exhibit Description |
|
(3.1) |
|
|
(3.2) |
|
|
(4.1) |
|
|
(4.2) |
|
|
(10.1)# |
|
|
(10.2)#** |
Form of Incentive Stock Award Notice, Bonus, and Severance Agreement |
|
(31.1)** |
|
|
(31.2)** |
|
|
(32)*** |
|
|
(101)** |
Financial statements from the Quarterly Report on Form 10-Q of National Research Corporation for the quarter ended June 30, 2025, formatted in Inline eXtensible Business Reporting Language (iXBRL): (i) the Condensed Consolidated Balance Sheets, (ii) the Condensed Consolidated Statements of Income, (iii) the Condensed Consolidated Statements of Comprehensive Income, (iv) the Condensed Consolidated Statements of Cash Flows, (v) the Notes to Condensed Consolidated Financial Statements, and (vi) document and entity information. |
|
(104) ** |
Cover Page Interactive Data File (formatted in the Inline XBRL and contained in Exhibit 101). |
** Filed herewith
*** Furnished herewith
# Management contract or compensatory plan or arrangement
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 thereunto duly authorized.
|
NATIONAL RESEARCH CORPORATION |
|||
|
Date: August 8, 2025 |
By: |
/s/ Trent S. Green |
|
|
Trent S. Green |
|||
|
Chief Executive Officer (Principal Executive Officer) |
|||
|
Date: August 8, 2025 |
By: |
/s/ Michael D. Hays |
|
|
Michael D. Hays Chairman (Principal Financial Officer) |
|||
Exhibit 10.2
NATIONAL RESEARCH CORPORATION
INCENTIVE STOCK AWARD NOTICE, BONUS, AND SEVERANCE AGREEMENT
|
GRANTEE: |
[Name] (“you” or “Executive”) |
|
|
TYPE AND AMOUNT OF AWARD: |
[Number] Shares of Common Stock of National Research Corporation (the “Shares”) |
|
|
DATE OF GRANT: |
[Date] (the “Grant Date”) |
|
1. |
Grant of Award. This Incentive Stock Award Notice, Bonus, and Severance Agreement (this “Agreement”) is made in connection with your employment as [Title] and serves to notify you that National Research Corporation, a Delaware corporation (the “Company”), hereby grants to you the Shares and will pay you the bonus described below on the terms and conditions set forth in this Agreement. You should review the terms of this Agreement carefully. |
|
2. |
Immediate Vesting; Bonus. |
(a) Immediate Vesting. The Shares will vest in full on the Grant Date.
(b) Bonus. Not later than the second payroll date after the Grant Date, you will receive a cash bonus equal to [amount], less all federal, state, local and other taxes as may be required pursuant to any law or governmental regulation or ruling relating to the receipt and vesting of the Award and receipt of the bonus by you.
|
3. |
Restrictions on Transfers. |
(a) You agree that, so long as you are employed by the Company and until the expiration of the periods set forth in Section 4(c), you will not transfer, sell, assign, pledge, encumber, hypothecate, or otherwise dispose of (collectively, “Transfer”) any of the Shares held by you pursuant to this Agreement, except as follows:
(i) a Transfer made to the Company pursuant to Section 4(c) of this Agreement;
(ii) a Transfer to a Permitted Transferee, provided that such Transfer shall be subject to this Agreement and the transferee shall agree in writing satisfactory to the Company to be bound by the transfer restriction and repurchase option provisions of this Agreement with respect to the Shares as if the transferee were the Executive for purposes of this Agreement, and you will guaranty the obligations of the transferee and remain subject to the provisions of this Agreement notwithstanding any such Transfer;
(iii) with the prior written consent of the Company; or
(iv) at any time after the third anniversary of the Grant Date, aggregate Transfers of up to fifty percent (50%) of the initial number of Shares (adjusted ratably for any stock split, reverse stock split, and similar transactions). For clarity, it is the intention of the Award that you retain all the initial Shares until at least the third anniversary of the Grant Date and at least one-half of the initial Shares (adjusted ratably for any stock split, reverse stock split, and similar transactions) while your employment by the Company continues.
(v) any additional shares granted to the Executive and the terms of any such grant will be set forth in a separate award agreement.
(b) The Company is authorized to place a restrictive legend on the Shares, issue stop-transfer instructions to the transfer agent, or take such other actions as may be advisable, in the Company’s sole discretion, to enforce the transfer restrictions contained herein.
|
4. |
Effect of Termination without Cause or Resignation with Good Reason. |
(a) Severance. Subject to the terms and conditions set forth in this Agreement, in the event of your termination without Cause or resignation with Good Reason, in each case solely after the third anniversary of the Grant Date, you will be entitled to receive continued payment in accordance with the Company’s normal payroll procedures, practices, and policies of your then-current annual base salary for a one (1) year period following the Termination Date (collectively, the “Severance Payments”). Before the third anniversary of the Grant Date, you will not be entitled to any Severance Payments. In the event of termination of your employment for any reason (other than termination without Cause or resignation with Good Reason, in each case after the third anniversary of the Grant Date), you will not be entitled to severance payments of any kind.
(b) Release. As a condition to the receipt of any and all of the Severance Payments, you shall execute and comply with the terms of a general release of all claims against the Company, its subsidiaries, and their respective directors, officers, employees, contractors, agents, shareholders, and representatives (collectively, “Affiliates”), in form satisfactory to the Company (the “General Release”). The General Release must be signed, and the period provided therein for revocation must have expired, not later than sixty days from the Termination Date. Notwithstanding anything to the contrary contained herein, no Severance Payments shall be paid until the General Release is signed and the revocation period has expired, and any amounts that would otherwise have been paid prior to such date shall be paid within a reasonable time after such date, without interest.
(c) Repurchase Option.
(i) If your employment is terminated by the Company for Cause on or before the third anniversary of the Grant Date, or if you resign your employment with the Company without Good Reason on or before the third anniversary of the Grant Date, the Company shall have the option and right to repurchase all of the Shares then held by you and your Permitted Transferees for One Dollar ($1.00).
(ii) The Company shall have ninety (90) days from the date of termination of your employment with the Company in which to give notice in writing of the exercise of its election to repurchase the Shares then held by you (the “Call Notice”). The completion of the repurchases pursuant to this Section 4 shall take place at the principal office of the Company on the tenth business day after the giving of the Call Notice.
(iii) The applicable repurchase price shall be paid by delivery of a wire transfer of immediately available funds or a certified bank check or checks in the full amount of the applicable repurchase price, payable to your order. Upon delivery of such funds, you shall deliver to the Company certificates representing the Shares, appropriately endorsed or executed for transfer, and free and clear of all liens and encumbrances.
|
5. |
Definitions. For purposes of this Agreement, the terms below shall have the ascribed meanings. |
(a) “Cause” Defined. “Cause” for termination by the Company or any Affiliate of your employment or service shall mean: (i) refusal or negligent or intentional failure by you to perform the essential functions of your position with the Company or any Affiliate after written warning and reasonable opportunity to cure, other than any failure resulting from your incapacity due to physical or mental disability, it being understood that a reasonable, good faith attempt to perform but failure to do so will not be deemed a failure to perform essential functions for purposes of this definition of Cause; (ii) failure to comply with any lawful directive by the Board of Directors of the Company (the “Board”) after written warning and reasonable opportunity to cure, it being understood that a reasonable, good faith attempt to comply with such directive but failure to do so will not be deemed a failure to comply for purposes of this definition of “Cause”; (iii) a material violation by you of the corporate governance guidelines, code of ethics, insider trading policy, governance policy, or other policy of the Company or any Affiliate; (iv) a breach of any fiduciary duty to the Company or any Affiliate; (v) misconduct in the course and scope of employment by you that is materially injurious to the Company or any Affiliate from a monetary or reputational standpoint; (vi) any attempt to willfully obtain any personal profit from any transaction which is adverse to the interests of the Company or any Affiliate or in which the Company or any Affiliate has an interest (unless your interest in the transaction has been disclosed to, and the transaction has been approved by, the Company’s board of directors or any committee thereof) or any act of fraud or embezzlement against the Company or any Affiliate or any of their respective customers or suppliers; (vii) a material breach by you of any of the covenants contained in any employment, severance or other agreement applicable to you; (viii) the repeated use of alcohol, abuse of prescription drugs, or use of illegal drugs by you that interferes with your duties, or a material violation by you of the drug and/or alcohol policies of the Company or any Affiliate; (ix) violation of any applicable law, rule or regulation, including without limitation the Sarbanes-Oxley Act of 2002 or other federal or state securities law, rule, or regulation, in each case, that is materially injurious to the Company or any Affiliate from a monetary or reputational standpoint; or (x) the conviction or plea of guilty or nolo contendere to a felony or a misdemeanor involving moral turpitude.
(b) “Good Reason” Defined. “Good Reason” means the occurrence of any of the following, without your written consent, resulting in the termination of your employment or service with the Company or any Affiliate:
(i) material diminution in the overall scope of your duties, authorities and/or responsibilities, it being understood that (A) the fact that the Company may be a subsidiary of a different public company or becomes a private company, and any diminution of duties in respect of no longer having public company related duties, and (B) a change in reporting responsibilities to the extent the Company becomes part of a larger corporate group, will not be considered a diminution;
(ii) requirement to spend more than 5 days per month at the Company’s headquarters; or
(iii) diminution by ten percent (10%) or more of your annual base salary in effect, except a decrease in connection with the same percentage decrease applied to all members of the senior leadership team in response to a Company or other event or circumstance that, in the good faith determination of the Board, requires such cost-saving measures.
(c) “Permitted Transferee” Defined. A Permitted Transferee means a recipient of a Transfer who agrees in writing to be bound by the terms of this Agreement in accordance with Section 3(a)(2) hereof and who is:
(i) your spouse, lineal descendant, father, mother, brother, or sister (natural or adopted) or a trust for the benefit of such persons established for estate planning purposes; or
(ii) your heirs, executor, administrator, or personal representative upon your death, or upon your incompetency or disability for purposes of the protection and management of your assets.
(d) “Termination Date” Defined. “Termination Date” means the date your employment with or service to the Company or any Affiliate terminates.
6. Nonassignability. Your rights under this Agreement may not be alienated, transferred, assigned, or pledged (except by will or the laws of descent and distribution). However, the Shares may be Transferred to a Permitted Transferee in accordance with the terms of this Agreement.
[7) Waiver of Prior Awards. You hereby consent to the termination and forfeiture of the Company stock options granted to you on January 19, 2024, agree to terminate your participation in the long-term incentive plan for 2024 (including, without limitation, any benefits (such as severance benefits) provided by the Long-Term Incentive Award Notice and Severance Agreement associated with such plan), any short-term incentive plan or annual bonus plan for 2024, and any contemplated short term awards for 2025 and 2026, and waive any claims you may have with respect to such terminations and forfeitures in exchange for the consideration provided in this Agreement.]
8) Rights of the Company and Affiliates. This Agreement does not affect the right of the Company or an Affiliate to take any corporate action whatsoever, including, without limitation, its right to recapitalize, reorganize, or make other changes in its capital structure or business, merge or consolidate, issue bonds, notes, Company stock, or other securities, including preferred stock, or options therefor, dissolve or liquidate, or sell or transfer any part of its assets or business. Nothing in this Agreement shall create any rights to employment by the Company or any Affiliate or alter the at-will nature of your employment.
9) Amendment. Except as otherwise provided herein, the Company may only alter, amend, or terminate this Agreement with your consent.
10) Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware, except as superseded by applicable federal law, without giving effect to its conflicts of law provisions.
11) Notices. All notices and other communications to the Company required or permitted under this Agreement shall be written and shall be either delivered personally or sent by registered or certified first-class mail, postage prepaid and return receipt requested, addressed to the Company’s office at 1245 Q Street, Lincoln, Nebraska 68508, Attention: Chairman. Each such notice and other communication delivered personally shall be deemed to have been given when delivered. Each such notice and other communication delivered by mail shall be deemed to have been given when it is deposited in the United States mail in the manner specified herein.
12) Restrictive Covenants. You acknowledge and agree that during the course of your employment with or service to the Company or any Affiliate (collectively, the “Company Group”), you will have access to confidential information which, if disclosed, would assist in competition against the Company Group, and that the Company Group will be entrusting you, in your unique and special capacity, with developing the goodwill of the Company Group during the course of your employment or service. Therefore, you hereby acknowledge and agree that the following restrictive covenants (i) are necessary to protect the goodwill, confidential information, and other legitimate interests of the Company Group, (ii) are reasonable and necessary to induce the Company to enter into this Agreement, and (iii) are of a scope (including, without limitation, the Restricted Period) that is reasonably tailored, and not broader than necessary, to protect the legitimate business interests of the Company Group, and do not prevent or preclude you from earning a suitable livelihood. You hereby agree to abide by the following restrictive covenants:
(a) Non-Competition. From the Grant Date until the first anniversary of the Termination Date (collectively, the “Restricted Period”), you will not, directly or indirectly, without the prior written consent of the Company, which may be withheld in the Company’s sole and absolute discretion, directly or indirectly engage or invest in, own, manage, operate, finance, control or participate in the ownership, management, operation, financing or control of, be employed by, serve as an agent, officer, director or consultant to, be associated with or in any manner connected with, lend your name or any similar name to, lend your credit or render services or advice to, any Competitive Business, provided, however, that nothing herein will be deemed to prevent you from acquiring through market purchases and owning, solely as an investment, less than one percent (1%) in the aggregate of the equity securities of any Competitive Business, whose shares are registered under Section 12(b) or Section 12(g) of the Exchange Act, and are listed or admitted for trading on any United States national securities exchange or are quoted on any system of automated dissemination of quotations of securities prices in common use, so long as you are not directly or indirectly a member of any “control group” (within the meaning of the rules and regulations of the Securities and Exchange Commission) of any such issuer; and provided further, however, that nothing herein will be deemed to prevent you from acquiring through market purchases and owning, solely as an investment, any shares, units or other interest in a mutual fund, exchange-traded fund, unit investment trust, or similar investment vehicle whose holdings include investments in any Competitive Business. For purposes of this Award Notice, the term “Competitive Business” means any business enterprise that, directly or indirectly, offers products or services that compete with or are intended to compete with any product or service offered, sold, or otherwise supported or provided by the Company or any of its Affiliates (or that you are aware is intended to be offered, sold, or otherwise supported or provided by the Company or any of its Affiliates within the Restricted Period).
(b) Non-Solicitation and Non-Interference. During the Restricted Period, you will not, directly or indirectly, without the prior written consent of the Company, which may be withheld in the Company’s sole and absolute discretion, whether on your own behalf or on behalf of or in conjunction with any other person or entity of any nature:
(i) solicit, canvass, approach, encourage, entice or induce any customer or supplier of any member of the Company Group to cease or lessen such customer’s or supplier’s business with any member of the Company Group; or
(ii) solicit, canvass, approach, encourage, entice or induce any employee or contractor of any member of the Company Group to terminate his, her or its employment or engagement with any member of the Company Group; provided, however, that this prohibition shall not apply to general solicitations, in any medium, not specifically targeted at the employees or contractors of any member of the Company Group (however, you shall not (and shall cause any person or entity with which you are affiliated not to) hire any employee or contractor of any member of the Company Group who responds to such a general solicitation).
(c) Non-Disclosure. During the Restricted Period (and in the case of trade secrets, through the end of the applicable statute of limitations), you will not, directly or indirectly, without the prior written consent of the Company, which may be withheld in the Company’s sole and absolute discretion:
(i) divulge, communicate, use to the detriment of any member of the Company Group, or for the benefit of any other person(s), or misuse in any way, any confidential information, documents, materials or trade secrets pertaining to any member of the Company Group, except as required or compelled by law; or
(ii) divulge, communicate, use to the detriment of any member of the Company Group, or for the benefit of any other person(s), or misuse in any way, any information, documentation, files, or other materials (written or verbal) arising out of or related to any Company Group employee, contractor, customer, shipper, vendor or supplier, except as required or compelled by law, regardless of whether such information, documents or materials are treated as confidential by any member of the Company Group.
(d) Forfeiture. If you breach any of the restrictive covenants set forth in this Section 12, any Severance Payments remaining unpaid will be immediately forfeited.
(e) Enforcement. Because of the difficulty of measuring economic losses to the Company Group as a result of a breach or threatened breach of the covenants set forth in this Section 12, and because of the immediate and irreparable damage that would be caused to the members of the Company Group for which they would have no other adequate remedy, the Company and each other member of the Company Group shall be entitled to enforce the foregoing covenants, in the event of a breach or threatened breach, by injunctions and restraining orders from any court of competent jurisdiction, without the necessity of showing any actual damages or that money damages would not afford an adequate remedy, and without the necessity of posting any bond or other security. The aforementioned equitable relief shall not be the Company’s or any other member of the Company Group’s exclusive remedy for a breach but instead shall be in addition to all other rights and remedies available to the Company and each other member of the Company Group at law and equity. The covenants in this Section 12, and each provision and portion hereof, are severable and separate, and the unenforceability of any specific covenant (or portion thereof) shall not affect the provisions of any other covenant (or portion thereof). Moreover, in the event any arbitrator or court of competent jurisdiction shall determine that the scope, time or territorial restrictions set forth are unreasonable, then it is the intention of the parties that such restrictions be enforced to the fullest extent which such arbitrator or court deems reasonable, and this Award Notice shall thereby be reformed.
13) Ownership of Intellectual Property. You agree that the Company shall own, and you hereby assign, all right, title and interest (including patent rights, copyrights, trade secret rights, mask work rights, trademark rights, and all other intellectual and industrial property rights of any sort throughout the world) relating to any and all inventions (whether or not patentable), works of authorship, mask works, designs, know-how, ideas and information authored, created, contributed to, made or conceived or reduced to practice, in whole or in part, by you during the period in which you are or have been employed by or in service to the Company or any other member of the Company Group that either (a) relate, at the time of conception, reduction to practice, creation, derivation or development, to any member of the Company Group’s businesses or actual or anticipated research or development, or (b) were developed on any amount of the Company’s or any other member of the Company Group’s time or with the use of any member of the Company Group’s equipment, supplies, facilities or trade secret information (all of the foregoing collectively referred to herein as “Company Intellectual Property”), and you shall promptly disclose all Company Intellectual Property to the Company. All of your works of authorship and associated copyrights created during the period in which you are employed by or in service to the Company or any other member of the Company Group and in the scope of your employment or engagement shall be deemed to be “works made for hire” within the meaning of the Copyright Act, as amended. You shall perform, during and after the period in which you are or have been employed by or in service to the Company or any other member of the Company Group, all acts deemed necessary by the Company to assist each member of the Company Group, at the Company’s expense, in obtaining and enforcing its rights throughout the world in the Company Intellectual Property. Such acts may include execution of documents and assistance or cooperation (i) in the filing, prosecution, registration, and memorialization of assignment of any applicable patents, copyrights, mask work, or other applications, (ii) in the enforcement of any applicable patents, copyrights, mask work, moral rights, trade secrets, or other proprietary rights, and (iii) in other legal proceedings related to the Company Intellectual Property.
* * * * * * * * * *
ACKNOWLEDGEMENT
The undersigned acknowledges receipt of, and understands and agrees to be bound by, this Agreement. The undersigned further acknowledges that this Agreement set forth the entire understanding between him or her and the Company regarding the subject matter of this Agreement and that this Agreement supersede all prior oral and written agreements on that subject.
Dated: [Date]
| Grantee: | ||
| [Name] | ||
| [Title] | ||
| National Research Corporation | ||
| By: | ||
| [Name] | ||
| [Title] | ||
Exhibit 31.1
Certification of Chief Executive Officer (Principal Executive Officer)
Pursuant to Rule 13a-14(a) or 15d-14(a) under the Securities Exchange Act of 1934
I, Trent S. Green, certify that:
|
1. |
I have reviewed this Quarterly Report on Form 10-Q of National Research Corporation; |
|
2. |
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
|
3. |
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; |
|
4. |
The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: |
|
(a) |
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiary, is made known to us by others within those entities, particularly during the period in which this report is being prepared; |
|
(b) |
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; |
|
(c) |
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and |
|
(d) |
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and |
|
5. |
The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions): |
|
(a) |
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and |
|
(b) |
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting. |
|
Date: August 8, 2025 |
/s/ Trent S. Green |
|
|
Trent S. Green Chief Executive Officer (Principal Executive Officer) |
Exhibit 31.2
Certification of Chairman (Principal Financial Officer)
Pursuant to Rule 13a-14(a) or 15d-14(a) under the Securities Exchange Act of 1934
I, Michael D. Hays, certify that:
|
1. |
I have reviewed this Quarterly Report on Form 10-Q of National Research Corporation; |
|
2. |
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
|
3. |
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; |
|
4. |
The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: |
|
(a) |
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiary, is made known to us by others within those entities, particularly during the period in which this report is being prepared; |
|
(b) |
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; |
|
(c) |
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and |
|
(d) |
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and |
|
5. |
The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions): |
|
(a) |
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and |
|
(b) |
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting. |
|
Date: August 8, 2025 |
/s/ Michael D. Hays |
|
|
Michael D. Hays (Principal Financial Officer) |
Exhibit 32
Certification Pursuant to 18 U.S.C. Section 1350
as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
In connection with the accompanying Quarterly Report on Form 10-Q of National Research Corporation (the “Company”) for the three-month period ended June 30, 2025 (the “Report”), I, Trent S. Green, Chief Executive Officer (Principal Executive Officer) of the Company, and I, Michael D. Hays, Chairman (Principal Financial Officer) of the Company, certify pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, based on my knowledge, that:
|
1) |
The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and |
|
2) |
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. |
|
/s/ Trent S. Green |
||
|
Trent S. Green Chief Executive Officer |
||
|
/s/ Michael D. Hays |
||
|
Michael D. Hays Chairman |
||
|
Date: August 8, 2025 |
A signed original of this written statement required by Section 906 has been provided to National Research Corporation and will be retained by National Research Corporation and furnished to the Securities and Exchange Commission or its staff upon request.