Nrc Health 10-Q for FY2026 Q2
Nrc Health (NRC)
About this 10-Q
Nrc Health filed this 10-Q on August 4, 2026, covering the quarter ended June 30, 2026 (FY2026 Q2).
Headline figures
Quarter ended June 30, 2026, as reported in this filing, compared with the same period a year earlier where the filing states it.
- Revenue
- $35.39M
- up 4.0% from $34.04M a year earlier
- Net loss
- $3.28M
- compared with a net loss of $106K a year earlier
- Diluted EPS
- -$0.15
- compared with -$0.01 a year earlier
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
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QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
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For the quarterly period ended |
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
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For the transition period from ________ to ________ |
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Securities registered pursuant to 12(b) of the Act:
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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.
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Large accelerated filer |
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Non-accelerated filer |
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Smaller reporting company |
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Emerging growth company |
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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, 2026:
FORM 10-Q INDEX
For the Quarter Ended June 30, 2026
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PART I. |
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Item 1. |
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Item 2. |
Management’s Discussion and Analysis of Financial Condition and Results of Operations |
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Item 3. |
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Item 4. |
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PART II. |
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Item 1. |
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Item 1A. |
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Item 2. |
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Item 6. |
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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 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 customers, our future ability to compete and the types of firms with which we will compete, future consolidation in the healthcare industry, future adequacy of our liquidity sources, future revenue sources, future revenue, expenses, and margins, future revenue estimates used to calculate total 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, future non-cash charges related to executive equity awards, our future use of owned and leased real property, and the expected impact of global conflicts, 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:
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The possibility of non-renewal of our customer service contracts, reductions in services purchased or prices, and failure to retain key customers; |
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Our ability to compete in our markets, which are highly competitive with new market entrants and subject to consolidation among existing competitors, and the possibility of increased price pressure and expenses; |
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The possibility that our solutions and technology do not perform as expected; |
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The possibility that our acquisitions and partnerships do not achieve the increased demand/profitability expected; |
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The likelihood that a pandemic will adversely affect our operations, sales, earnings, financial condition, and liquidity; |
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The likelihood that global conflicts or tariffs will adversely affect our operations, sales, earnings, financial condition, and liquidity; |
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The effects of an economic downturn; |
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The impact of consolidation in the healthcare industry; |
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The impact of federal healthcare and budget legislation, executive orders, cost-saving measures, and other regulatory changes; |
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Our ability to attract and retain key managers and other personnel; |
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The possibility that our intellectual property and other proprietary information technology could be copied or independently developed by our competitors; |
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Our ability to maintain effective internal controls; |
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The possibility for failures or deficiencies in our information technology platform; |
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The possibility that we or our third-party providers could be subject to cyber-attacks, security breaches, or computer viruses; and |
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The factors set forth under the caption “Risk Factors” in Part I, Item 1A of our Annual Report on Form 10-K for the year ended December 31, 2025, 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
CONDENSED CONSOLIDATED BALANCE SHEETS
(In thousands, except share amounts and par value)
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June 30, |
December 31, 2025 |
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(unaudited) |
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Assets |
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Current assets: |
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Cash and cash equivalents |
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Trade accounts receivable, less allowance for credit losses of $ |
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Income taxes receivable |
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Other current assets |
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Total current assets |
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Property and equipment, net |
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Intangible assets, net |
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Goodwill |
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Deferred contract costs, net |
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Other noncurrent assets |
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Total assets |
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Liabilities and Shareholders’ Equity |
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Current liabilities: |
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Current portion of notes payable, net of unamortized debt issuance costs |
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Accounts payable |
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Accrued wages and bonuses |
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Dividends payable |
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Deferred revenue |
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Income taxes payable |
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Other current liabilities |
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Total current liabilities |
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Notes payable, net of current portion and unamortized debt issuance costs |
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Deferred income taxes |
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Other long-term liabilities |
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Total liabilities |
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Shareholders’ equity: |
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Preferred stock, $ |
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Common stock, $ |
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Additional paid-in capital |
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Retained earnings (accumulated deficit) |
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Treasury stock, at cost; |
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Total shareholders’ equity |
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Total liabilities and shareholders’ equity |
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See accompanying notes to condensed consolidated financial statements.
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
(In thousands, except for per share amounts, unaudited)
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Revenue |
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Operating expenses: |
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Direct |
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Selling, general, and administrative |
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Depreciation and amortization |
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Total operating expenses |
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Operating income (loss) |
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Other income (expense): |
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Other, net |
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Total other expense |
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Income (loss) before income taxes |
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Provision for income taxes |
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Net income (loss) |
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Earnings (loss) per share of common stock: |
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Diluted |
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Weighted average shares and share equivalents outstanding: |
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Diluted |
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See accompanying notes to condensed consolidated financial statements.
CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY
(In thousands except share and per share amounts, unaudited)
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Additional |
Retained (Deficit) |
Treasury Stock |
Total |
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Balances at December 31, 2025 |
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Purchase of |
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Issuance of |
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Dividends declared of $ |
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Net income |
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Balances at March 31, 2026 |
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Purchase of |
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Net loss |
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Balances at June 30, 2026 |
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See accompanying notes to condensed consolidated financial statements.
NRC HEALTH
CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY
(In thousands except share and per share amounts, unaudited)
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Common |
Additional |
Retained (Deficit) |
Treasury Stock |
Total |
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Balances at December 31, 2024 |
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Purchase of |
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Issuance of |
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Non-cash stock compensation expense |
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Dividends declared of $ |
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Net income |
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Balances at March 31, 2025 |
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Purchase of |
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Issuance of |
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Non-cash stock compensation expense |
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Dividends declared of $ |
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Net loss |
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Balances at June 30, 2025 |
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See accompanying notes to condensed consolidated financial statements.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands, unaudited)
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Six months ended |
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June 30, |
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2025 |
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Cash flows from operating activities: |
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Net income (loss) |
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Adjustments to reconcile net income to net cash provided by operating activities: |
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Depreciation and amortization |
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Deferred income tax expense (benefit) |
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Reserve for uncertain tax positions |
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Non-cash share-based compensation expense |
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Change in fair value of contingent consideration |
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Loss on extinguishment of debt |
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Amortization of debt issuance costs |
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Net changes in assets and liabilities: |
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Trade accounts receivable |
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Prepaid expenses and other current and long-term assets |
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Deferred contract costs, net |
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Operating lease assets and liabilities, net |
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Accounts payable |
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Accrued expenses, wages, and bonuses |
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Income taxes receivable and payable |
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Deferred revenue |
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Net cash provided by operating activities |
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Cash flows from investing activities: |
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Capital expenditures |
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Net cash used in investing activities |
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Cash flows from financing activities: |
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Borrowings on notes payable |
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Payments on notes payable |
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Borrowings on revolving loan |
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Payments on revolving loan |
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Payment of debt issuance costs |
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Payments on finance lease obligations |
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Proceeds from the exercise of share-based awards |
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Payment of acquisition contingent consideration |
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Repurchase of shares for treasury |
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Payment of dividends on common stock |
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Net cash provided by (used in) financing activities |
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Change in cash and cash equivalents |
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Cash and cash equivalents at beginning of period |
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Cash and cash equivalents at end of period |
$ | $ | ||||||
See accompanying notes to condensed consolidated financial statements.
NRC HEALTH
CONSOLIDATED STATEMENTS OF CASH FLOWS, Continued
(In thousands)
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Six months ended |
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June 30, |
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2026 |
2025 |
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Supplemental disclosure of cash paid for: |
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Interest expense, net of capitalized amounts |
$ | $ | ||||||
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Income taxes |
$ | |||||||
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Income taxes (federal) |
$ | |||||||
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Income taxes (state and local) |
$ | |||||||
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Supplemental disclosure of non-cash investing and financing activities: |
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Purchase of property and equipment in accounts payable and accrued expenses |
$ | $ | ||||||
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Repurchase of shares for treasury in accounts payable and accrued expenses |
$ | $ | ||||||
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New debt issued to existing lender |
$ | $ | ||||||
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Debt extinguished using proceeds from new debt |
$ | $ | ||||||
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Noncash borrowings on long-term debt for accrued interest and debt issuance costs |
$ | $ | ||||||
See accompanying notes to condensed consolidated financial statements.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
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(1) |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES |
Basis of Presentation
Our condensed consolidated balance sheet at December 31, 2025, 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, 2025, filed with the Securities and Exchange Commission (the “SEC”) on March 5, 2026.
Use of Estimates
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.
Deferred Contract Costs
We defer incremental costs of obtaining customer contracts. These costs are amortized over the estimated term of the contract, including renewals, which generally ranges from to years. We deferred incremental costs of obtaining a contract of $
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Three months ended June 30, |
Six months ended June 30, |
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2026 |
2025 |
2026 |
2025 |
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Direct expenses |
$ | $ | $ | $ | ||||||||||||
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Selling, general, and administrative expenses |
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Total amortization |
$ | $ | $ | $ | ||||||||||||
Commitments and Contingencies
There were no material changes to the Company’s commitments, contingencies, or legal proceedings from those disclosed in the Company’s Annual Report on Form 10‑K for the year ended December 31, 2025.
Recent Accounting Pronouncements Not Yet Adopted
We monitor recently issued accounting pronouncements to assess their potential impact on our consolidated financial statements and related disclosures. The following Accounting Standards Updates (“ASUs”) have been issued but not yet adopted. The Company has evaluated or is currently evaluating each standard to determine the impact of adoption.
In February 2024, the FASB issued ASU 2024-03, which provides improvements to the disclosure requirements for expenses. The update primarily impacts disclosures by requiring entities to provide additional detail about the natural classification of significant expenses that are included in relevant income statement line items. ASU 2024-03 is effective for the Company for annual reporting periods beginning after December 15, 2026, and interim periods thereafter. The Company does not expect the adoption of this standard to have a material impact on its consolidated financial position or results of operations, but it will result in expanded expense disclosures beginning with the Company’s annual financial statements for the year ending December 31, 2027.
In September 2025, the FASB issued ASU 2025-06, which provides targeted improvements to the accounting for internal-use software. The update replaces the current project stage model with a principles-based framework and requires capitalization to begin when management authorizes and commits funding, and project completion is probable. ASU 2025-06 is effective for the Company for annual reporting periods beginning after December 15, 2027, including interim periods within those years. The Company is currently evaluating the effect of adopting this standard, and the impact is not yet known or reasonably estimable. The Company will determine the transition method for adoption and does not plan to adopt before the effective date.
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(2) |
CONTRACTS WITH CUSTOMERS |
We derive a majority of our revenue from renewable subscription‑based service agreements with our customers. These arrangements represent a single promise to stand ready to provide services over the contractual term and are recognized ratably as the related services are provided. As a result, the significant majority of our revenue is recognized over time.
Revenue recognized over time totaled $
Total revenue for the three months ended June 30, 2026, was $
Our revenue recognition patterns during the quarter are consistent with those disclosed in our Annual Report on Form 10‑K for the year ended December 31, 2025.
The following table provides information about receivables, contract assets, and contract liabilities from contracts with customers (in thousands):
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June 30, 2026 |
December 31, 2025 |
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Trade accounts receivables |
$ | $ | ||||||
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Contract assets included in other current assets |
$ | $ | ||||||
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Deferred revenue, current portion |
$ | $ | ||||||
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Noncurrent deferred revenue included in other long-term liabilities |
$ | $ | ||||||
Deferred revenue increased by $
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, 2026, approximated $
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(3) |
INCOME TAXES |
The effective tax rate was
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(4) |
NOTES PAYABLE |
Our long‑term debt consists of amounts outstanding under the Credit Agreement entered into in February 2025, as described in the Company’s Annual Report on Form 10‑K for the year ended December 31, 2025. There were no amendments, modifications, or new debt issuances during the three and six-month periods ended June 30, 2026. Our long-term debt consists of the following (in thousands):
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June 30, |
December 31, 2025 |
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Delayed Draw Term Loan |
$ | $ | ||||||
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Revolving Loan |
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Less: current portion |
( |
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Less: unamortized debt issuance costs |
( |
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Notes payable, net of current portion |
$ | $ | ||||||
As of June 30, 2026, we were in compliance with all financial covenants.
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(5) |
SHARE-BASED COMPENSATION |
Our 2025 Omnibus Incentive Plan (the “2025 Omnibus Incentive Plan”), which became effective on May 7, 2025, provides for the granting of equity-based awards, as described in our Annual Report on Form 10-K for the year ended December 31, 2025. At June 30, 2026,
Service-Based Stock Option Awards
We grant stock options to directors and select executives with vesting based on specified service periods. Vesting terms vary with each grant and option awards 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 2026 was estimated using a Black-Scholes valuation model with the following weighted average assumptions:
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2026 |
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Expected dividend yield at date of grant |
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Expected stock price volatility |
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Risk-free interest rate |
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Expected life of options (in years) |
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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 for the six-month period ended June 30, 2026:
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Number of |
Weighted Average Exercise Price |
Weighted Average Remaining Contractual Terms (Years) |
Aggregate Intrinsic Value (In thousands) |
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Outstanding at December 31, 2025 |
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Granted |
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Exercised |
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Expired |
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Forfeited |
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Outstanding at June 30, 2026 |
$ | $ | ||||||||||||||
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Exercisable at June 30, 2026 |
$ | $ | ||||||||||||||
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 2026 or 2025 since achieving the performance goals was not deemed probable. There was activity related to performance‑based stock option awards during the six- month period ended June 30, 2026.
As of June 30, 2026, 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, 2025 |
$ | |||||||
|
Granted |
$ | - | ||||||
|
Vested |
$ | |||||||
|
Forfeited |
$ | |||||||
|
Outstanding at June 30, 2026 |
$ | |||||||
On April 27, 2026, the Compensation and Talent Committee of the Board of Directors approved amendments to certain equity awards granted to three executives in 2025. The amendments eliminated the Company's right to repurchase shares underlying the awards if the executives' employment terminated under certain circumstances prior to the third anniversary of the respective grant dates.
As a result of these amendments, the Company recognized approximately $
Restricted Stock Units
We granted
|
Units |
Weighted Average Grant Date Fair Value Per Unit |
|||||||
|
Outstanding at December 31, 2025 |
$ | |||||||
|
Granted |
$ | |||||||
|
Vested |
$ | |||||||
|
Forfeited |
$ | |||||||
|
Outstanding at June 30, 2026 |
$ | |||||||
|
(6) |
GOODWILL AND OTHER INTANGIBLE ASSETS |
The amount of goodwill was $
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) |
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 units. The dilutive effect of outstanding stock options and restricted stock units is reflected in diluted earnings (loss) per share by application of the treasury stock method.
We had
|
Three Months Ended June 30 |
Six Months Ended June 30 |
|||||||||||||||
|
2026 |
2025 |
2026 |
2025 |
|||||||||||||
|
(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 (loss) per share – adjusted weighted average shares |
||||||||||||||||
|
Net income (loss) per share – diluted |
$ | ( |
) | $ | ( |
) | $ | ( |
) | $ | ||||||
|
(8) |
Segment Information |
The Company assesses segment reporting in accordance with ASC 280, Segment Reporting. Based on how the business is managed and the financial information reviewed by our Chief Operating Decision Maker (“CODM”), who is our Chief Executive Officer, the Company operates as one operating segment and reportable segment.
The CODM evaluates the Company’s performance and allocates resources based on consolidated net income, which is the primary measure used to assess results against forecasts and historical trends. Because the Company has a single segment, our segment results are identical to the amounts presented in our Consolidated Statements of Income, and we have no inter‑segment revenues or transfers.
In addition to consolidated net income, the CODM is regularly provided supplemental information regarding management transition costs, noncash stock compensation expense, and the related income tax, as presented below (in thousands):
|
Three Months Ended June 30 |
Six Months Ended June 30 |
|||||||||||||||
|
2026 |
2025 |
2026 |
2025 |
|||||||||||||
|
Management transition costs |
$ | $ | $ | $ | ||||||||||||
|
Tax benefit on management transition costs |
||||||||||||||||
|
Noncash stock compensation |
||||||||||||||||
|
Tax benefit (expense) on noncash stock compensation |
( |
) | ||||||||||||||
|
Management’s Discussion and Analysis of Financial Condition and Results of Operations |
The following discussion of our results of operations and financial condition 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 improve their operations through understanding each person they serve not as point-in-time insights, but as an ongoing relationship. Our end-to-end solutions enable our customers 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, analysis of, and acting on our extensive individual-driven information is increasingly valuable as healthcare providers need to better understand and engage the people they serve to create long-term relationships, build loyalty, and improve processes.
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 customers across the continuum of healthcare services and believe this cross-continuum positioning is a unique and an increasingly important capability as the evolving healthcare landscape drives its constituents towards a more collaborative and integrated service model.
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, 2026, Compared to Three Months Ended June 30, 2025
|
Three Months Ended June 30, |
Percentage Increase (Decrease) |
|||||||||||
|
2026 |
2025 |
2026 over 2025 |
||||||||||
|
(In thousands, except percentages) |
(Percentage) |
|||||||||||
|
Revenue |
$ | 35,392 | $ | 34,038 | 4 | |||||||
|
Direct expenses |
13,564 | 12,974 | 5 | |||||||||
|
Selling, general, and administrative |
22,945 | 17,734 | 29 | |||||||||
|
Depreciation and amortization |
2,121 | 1,742 | 22 | |||||||||
|
Operating income (loss) |
(3,238 | ) | 1,588 | (304 | ) | |||||||
|
Total other expense |
(1,299 | ) | (1,007 | ) | 29 | |||||||
|
Provision for income taxes |
(1,254 | ) | 687 | (283 | ) | |||||||
|
Effective tax rate |
28 | % | 118 | % | (90 | ) | ||||||
|
Operating margin |
(9 | )% | 5 | % | (14 | ) | ||||||
Revenue. Revenue in the 2026 period increased compared to the 2025 period by $1.4 million. This was mainly from $1.2 million higher recurring revenue from existing customers compared to the prior year, and $0.9 million higher revenue from new customers, compared to the prior year, partially offset by new contra-revenue of $0.7 million related to sales where we act as an agent in the delivery of third-party solutions.
Direct expenses. Direct expenses consist primarily of salaries and employee benefits, employee travel and lodging, materials, contract labor, third party software subscription costs, hosted customer conferences, and other direct expenses associated with revenue. Personnel costs within direct expenses are associated with individuals in product delivery, customer support, thought leadership, conference support, technology infrastructure, and product development. Direct expenses represented 38% of revenue for both the 2026 and 2025 periods. Direct expenses increased to $13.6 million for the 2026 period from $13.0 million for the same period in 2025, primarily driven by higher survey delivery services and increased spending on contractor services and computer subscription costs related to continued investments in technology and development.
Selling, general, and administrative expenses. Selling, general, and administrative expenses consist of salaries and employee benefits, commissions and amortization of deferred commissions, stock-based compensation, employee travel and lodging, third party software subscription and platform costs, marketing costs, facility expenses, office expenses, fees for professional services, provision for credit losses, and other operational expenses. Personnel costs within selling, general, and administrative expenses are associated with individuals in sales, marketing, finance, accounting, business development, human resources, administrative, product development, internal information systems, and executive management. Selling, general, and administrative expenses increased to $22.9 million for the 2026 period, from $17.7 million for the same period in 2025. The increase was primarily driven by $7.1 million of higher stock-based compensation expense related to executive leadership. This increase in stock-based compensation expense primarily related to previously disclosed amendments to certain executive equity awards. We do not expect similar amendments to be recurring events. Accordingly, the increase in stock-based compensation expense in the reported period is not necessarily indicative of such expense in future periods. The increase was also driven by approximately $0.5 million of higher salary expense for executives who were not present for the same period in 2025. These increases were partially offset by $3.2 million of lower executive leadership transition bonus expense compared to the prior-year period. The remaining increase was attributable to higher travel and computer software subscription expenses to support continued investment in technology.
Depreciation and amortization. Depreciation and amortization expenses increased in the 2026 period compared to the 2025 period due to the completion of our headquarters building renovations in June 2025.
Operating income (loss) and margin. Operating income swung to a loss in the 2026 period compared to the 2025 period due to the increased compensation related to our executive leadership transition and increased investment in technology, partially offset by revenue growth.
Total other expense. Total other expense increased in the 2026 period compared to the 2025 period due to higher interest expense due to a higher balance on long term debt.
Provision for income taxes and effective tax rate. Provision for income taxes changed to a benefit in the 2026 period from an expense in the 2025 period, primarily due to a pre-tax loss in the 2026 period compared to pre-tax income in the 2025 period. The effective tax rate decreased in the 2026 period primarily because the 2025 rate reflected a small pre-tax income base that magnified the impact of nondeductible items, specifically executive compensation subject to nondeductible executive compensation under IRC Section 162(m), whereas in the 2026 period, the pre-tax loss minimized the impact of these nondeductible items.
Six Months Ended June 30, 2026, Compared to Six Months Ended June 30, 2025
|
Six Months Ended June 30, |
Percentage Increase (Decrease) |
|||||||||||
|
2026 |
2025 |
2026 over 2025 |
||||||||||
|
(In thousands, except percentages) |
(Percentage) |
|||||||||||
|
Revenue |
$ | 70,195 | $ | 67,588 | 4 | |||||||
|
Direct expenses |
27,210 | 26,031 | 5 | |||||||||
|
Selling, general, and administrative |
36,364 | 28,089 | 29 | |||||||||
|
Depreciation and amortization |
4,290 | 3,284 | 31 | |||||||||
|
Operating income |
2,331 | 10,184 | (77 | ) | ||||||||
|
Total other expense |
(2,489 | ) | (1,880 | ) | 32 | |||||||
|
Provision for income taxes |
(97 | ) | 2,623 | (104 | ) | |||||||
|
Effective tax rate |
61 | % | 32 | % | 29 | |||||||
|
Operating margin |
3 | % | 15 | % | (12 | ) | ||||||
|
Total recurring contract value (TRCV) |
$ | 151,904 | $ | 136,952 | 11 | |||||||
|
Cash provided by operating activities |
8,566 | 5,507 | 56 | |||||||||
Revenue. Revenue in the 2026 period increased compared to the 2025 period by $2.6 million. This was mainly from $2.8 million higher recurring revenue from existing customers compared to the prior year, and $0.5 million higher revenue from new customers, compared to the prior year, partially offset by new contra-revenue of $0.7 million related to sales where we act as an agent in the delivery of third-party solutions.
Direct expenses. Direct expenses represented 39% of revenue for both the 2026 and 2025 periods. Direct expenses increased to $27.2 million in 2026 from $26.0 million in 2025, primarily driven by survey delivery services and increased spending on contractor services and computer subscription costs related to continued investments in technology and development.
Selling, general, and administrative expenses. Selling, general, and administrative expenses increased $8.3 million to $36.4 million for the 2026 period, from $28.1 million for the same period in 2025. The primary driver was salaries and benefits due to $8.5 million of higher stock-based compensation related to executive leadership. Consistent with the discussion above for the three-month period, this increase in stock-based compensation primarily related to previously disclosed amendments to certain executive equity awards, which are not expected to recur. Accordingly, the increase in stock-based compensation expense for the six-month period is not necessarily indicative of such expense in future periods. The increase was also driven by $1.1 million of higher salary expense for executives who were not present for the same period in 2025, partially offset by $3.3 million of lower bonus expense paid as part of our executive leadership transition. The remaining increase was attributable to higher computer subscription expenses to support continued investment in technology, increased travel, regulatory-related accruals, and the timing of corporate‑related expenses.
Depreciation and amortization. Depreciation and amortization expenses increased in the 2026 period compared to the 2025 period due to the completion of our headquarters building renovations in June 2025.
Operating income and margin. Operating income decreased in the 2026 period compared to the 2025 period due to the increased compensation related to our executive leadership transition and continued investment in technology, partially offset by revenue growth.
Total other expense. Total other expense increased in the 2026 period compared to the 2025 period due to higher interest expense on a higher balance on long term debt.
Provision for income taxes and effective tax rate. Provision for income taxes changed to a benefit of $0.1 million in the 2026 period from an expense of $2.6 million in the 2025 period, primarily due to lower pre-tax income. The effective tax rate increased in the 2026 period primarily due to executive compensation subject to the deductibility limitations under IRC Section 162(m) and other non-deductible items, which had a magnified impact given the reduced pre-tax base. For the reasons described in the discussion above for the three-month period, we do not expect our tax provision for 2026 or 2025 periods to be indicative of our tax provision for the second half of 2026.
Total recurring contract value (TRCV). TRCV at June 30, 2026 was higher compared to June 30, 2025, primarily due to sales to new and existing customers. We view TRCV as a leading indicator of our future revenue trends. TRCV represents the total annualized contract value of recurring amounts under customer contracts that are in effect or contractually committed as of the most recent quarter-end and are expected to be in force over the subsequent 12 months, based on contractual pricing and term provisions. TRCV is calculated using contracted recurring fees and assumes no upsells, downsells, price changes, early terminations, or non-renewals, unless we have been notified of such changes by the customer as of the measurement date. TRCV is an operating metric and is not a measure of revenue recognized under U.S. GAAP. The timing and amount of revenue we recognize under ASC 606 may differ from the pattern implied by TRCV due to allocation of transaction price and the timing of satisfaction of performance obligations. As a result, there is typically a lag between changes in TRCV and changes in our reported revenue. Generally, if we are able to sustain growth in TRCV, we would expect revenue growth to follow within subsequent periods, although intervening factors may affect this relationship.
Non-GAAP Financial Measures
In addition to consolidated GAAP financial measures, we review various non-GAAP financial measures that management believes to be important in the evaluation of its operating results and performance, including “Adjusted Net Income,” “Adjusted Earnings per Share,” “Adjusted EBITDA,” “Adjusted EBITDA Margin,” “Free Cash Flow,” and “Free Cash Flow Margin.”
We believe Adjusted Net Income, Adjusted Earnings per Share, Adjusted EBITDA, and Adjusted EBITDA Margin are helpful supplemental measures to assist management and investors in evaluating our operating results as (i) they exclude certain items that are unusual in nature or whose fluctuation from period to period do not necessarily correspond to changes in the operations of our business, and (ii) the exclusion of non-cash stock compensation is useful for investors applying certain valuation metrics and is consistent with the leverage ratio for our credit facility.
Adjusted Net Income represents net income adjusted to add back management transition costs and non-cash stock compensation and the related tax. The income tax effect on non-GAAP adjustments is calculated by applying the Company's blended federal and state statutory rate to the deductible portion of each adjustment; amounts nondeductible under Section 162(m) of the Internal Revenue Code receive no tax effect. Adjusted EBITDA represents net income before interest, taxes, depreciation, amortization, executive transition costs, and non-cash stock compensation items. Adjusted EBITDA Margin represents Adjusted EBITDA divided by revenue.
Management transition costs, presented in the Company's prior earnings releases as "non-recurring executive compensation," consist of costs related to the Company's executive leadership transition. The caption was revised in the current period to more accurately reflect the composition of these costs. For the three and six months ended June 30, 2025, these costs consisted of bonuses tied to compensation arrangements for our new CEO and existing executive leaders. For the three and six months ended June 30, 2026, these costs consist of bonuses paid to certain executives to cover anticipated tax obligations in connection with amendments to their 2025 equity awards, as previously disclosed, and approximately $270,000 of severance costs incurred in connection with team restructurings implemented by newly appointed executives.
We consider Free Cash Flow to be a measure that provides useful information to management and investors about our liquidity. Free Cash Flow does not represent residual cash flow available for discretionary expenditures. We define Free Cash Flow as net cash provided by operating activities less capital expenditures. Free Cash Flow Margin represents Free Cash Flow divided by revenue.
We view Adjusted Net Income, Adjusted Earnings per Share, Adjusted EBITDA, Adjusted EBITDA Margin, Free Cash Flow, and Free Cash Flow Margin as operating performance measures. As such, we believe the most directly comparable GAAP financial measures to Adjusted Net Income and Adjusted Earnings per Share are GAAP Net Income and GAAP Earnings per Share, respectively, the most directly comparable GAAP financial measure to Adjusted EBITDA and Adjusted EBITDA Margin is GAAP Net Income and GAAP Net Income Margin, and the most directly comparable GAAP financial measure to Free Cash Flow and Free Cash Flow Margin is GAAP Net Cash Provided by Operating Activities and GAAP Net Cash Provided by Operating Activities Margin.
Non-GAAP measures are supplemental financial measures of our performance and should not be considered substitutes for net income, earnings per share, or any other measure derived in accordance with GAAP. This information should be read only in conjunction with our condensed consolidated financial statements prepared in accordance with GAAP. There are limitations to these non-GAAP financial measures because they are not prepared in accordance with GAAP and may not be comparable to similarly titled measures of other companies due to potential differences in methods of calculation and items or events being adjusted. In addition, other companies may use different measures to evaluate their performance, all of which could reduce the usefulness of our non-GAAP financial measures as tools for comparison. A reconciliation is provided below for each non-GAAP financial measure to the most directly comparable financial measure stated in accordance with GAAP.
Adjusted Net Income and Adjusted Earnings per Share
The following table presents a reconciliation of GAAP net income and GAAP earnings per share to adjusted net income and adjusted earnings per share, respectively, for each of the periods indicated (in thousands excluding earnings per share):
|
Three months ended June 30, |
Six months ended June 30, |
|||||||||||||||
|
2026 |
2025 |
2026 |
2025 |
|||||||||||||
|
Net income (loss) |
$ | (3,283 | ) | $ | (106 | ) | $ | (61 | ) | $ | 5,681 | |||||
|
Add back: |
||||||||||||||||
|
Management transition costs1 |
3,160 | 6,640 | 3,160 | 6,640 | ||||||||||||
|
Tax on non-recurring compensation2 |
(180 | ) | (468 | ) | (180 | ) | (468 | ) | ||||||||
|
Non-cash stock compensation |
7,371 | 307 | 8,979 | 478 | ||||||||||||
|
Tax on non-cash stock compensation2 |
(210 | ) | 22 | (470 | ) | (21 | ) | |||||||||
|
Adjusted net income |
$ | 6,858 | $ | 6,395 | $ | 11,428 | $ | 12,310 | ||||||||
|
Earnings (loss) per share of common stock, diluted |
$ | (0.15 | ) | $ | (0.01 | ) | $ | (0.01 | ) | $ | 0.25 | |||||
|
Weighted average shares and share equivalents outstanding, diluted |
22,009 | 22,658 | 21,905 | 22,820 | ||||||||||||
|
Adjusted earnings per share of common stock, diluted |
$ | 0.31 | $ | 0.28 | $ | 0.52 | $ | 0.54 | ||||||||
|
Adjusted weighted average shares and share equivalents outstanding, diluted |
22,113 | 22,661 | 22,049 | 22,820 | ||||||||||||
1 See 'Non-GAAP Financial Measures' above for a description of the composition of management transition costs and the change from prior period presentation.
2 The income tax effect on management transition costs and non-cash stock compensation reflects only the tax deductible portion of these add-backs; compensation subject to the deduction limitation under Section 162(m) of the Internal Revenue Code receives no offsetting tax benefit. Because the current period reflects a pre-tax loss rather than pre-tax income, the income tax provision does not fully reflect the impact of the non-deductibility that would be captured in a profitable period, which has the effect of increasing Adjusted Net Income for the period.
Adjusted EBITDA and Adjusted EBITDA Margin
The following table presents a reconciliation of GAAP net income and GAAP net income margin to adjusted EBITDA and adjusted EBITDA margin, respectively, for each of the periods indicated (in thousands):
|
Three months ended June 30, |
Six months ended June 30, |
|||||||||||||||
|
2026 |
2025 |
2026 |
2025 |
|||||||||||||
|
Net income (loss) |
$ | (3,283 | ) | $ | (106 | ) | $ | (61 | ) | $ | 5,681 | |||||
|
Add back: |
||||||||||||||||
|
Depreciation and amortization |
2,121 | 1,742 | 4,290 | 3,284 | ||||||||||||
|
Interest expense |
1,321 | 1,032 | 2,576 | 1,931 | ||||||||||||
|
Income taxes |
(1,254 | ) | 687 | (97 | ) | 2,623 | ||||||||||
|
Management transition costs1 |
3,160 | 6,640 | 3,160 | 6,640 | ||||||||||||
|
Non-cash stock compensation |
7,371 | 307 | 8,979 | 478 | ||||||||||||
|
Adjusted EBITDA |
$ | 9,436 | $ | 10,302 | $ | 18,847 | $ | 20,637 | ||||||||
|
Net income (loss) margin |
(9 | )% | - | % | - | % | 8 | % | ||||||||
|
Adjusted EBITDA margin |
27 | % | 30 | % | 27 | % | 31 | % | ||||||||
1 See 'Non-GAAP Financial Measures' above for a description of the composition of management transition costs and the change from prior period presentation.
Free Cash Flow and Free Cash Flow Margin
The following table presents a reconciliation of GAAP net cash provided by operating activities and net cash provided by operating activities margin to free cash flow and free cash flow margin, respectively, for each of the periods indicated (in thousands):
|
Three months ended June 30, |
Six months ended June 30, |
|||||||||||||||
|
2026 |
2025 |
2026 |
2025 |
|||||||||||||
|
Net cash provided by (used in) operating activities |
$ | 1,386 | $ | (1,139 | ) | $ | 8,566 | $ | 5,507 | |||||||
|
Less: |
||||||||||||||||
|
Capital expenditures |
1,324 | 3,010 | 3,158 | 5,996 | ||||||||||||
|
Free cash flow |
$ | 52 | $ | (4,149 | ) | $ | 5,408 | $ | (489 | ) | ||||||
|
Net cash provided by (used in) operating activities margin |
4 | % | (3 | )% | 12 | % | 8 | % | ||||||||
|
Free cash flow margin |
- | % | (12 | )% | 8 | % | (1 | )% | ||||||||
Liquidity and Capital Resources
Our Board of Directors has established priorities for capital allocation, which include funding of innovation and growth investments, including merger and acquisition activity as well as internal projects, and returning capital to shareholders through dividends and share repurchases.
As of June 30, 2026, our principal sources of liquidity included $3.3 million of cash and cash equivalents, up to $17.0 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 primarily consist of net income adjusted for non-cash items including depreciation and amortization, deferred income taxes, share-based compensation, and the effect of working capital changes. For the six months ended June 30, 2026, cash provided by operating activities increased compared to the same period in 2025 primarily due to higher net income net of non-cash items and working capital changes. Working capital changes were mainly driven by trade accounts receivable and prepaid expenses primarily due to timing of billings and payments, and higher deferred revenue, partially offset by the timing of income tax payments and lower accrued expense balances.
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 $12.2 million and $16.4 million on June 30, 2026, and December 31, 2025, respectively. The change was primarily due to an increase in income taxes receivable and prepaid expenses, together with decreases in accrued wages and bonuses, income taxes payable, and other current liabilities. These favorable changes were partially offset by decreases in cash and cash equivalents and trade accounts receivable, and by an increase in deferred revenue. Cash and cash equivalents decreased mainly due to the payment of dividends and the repurchase of shares of our common stock for treasury, partially offset by cash from operating activities. 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, 2026, 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 capitalized internal-use software and purchases of property and equipment including computer software and hardware, building improvements, and furniture and equipment.
Cash used in financing activities consisted of payments of dividends on our common stock, payments and borrowings on our Delayed Draw Term Loan and Revolving Loan, repurchases of common stock, and cash to pay contingent consideration related to our 2024 acquisition of Nobl Health.
Our material cash requirements include the following contractual and other obligations:
Dividends
Cash dividends of $3.6 million were paid in the six months ended June 30, 2026. Additional dividends of $3.5 million were declared in the three months ended June 30, 2026, and paid in July 2026. 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 $3.2 million for capital expenditures in the six months ended June 30, 2026. These expenditures consisted primarily of computer hardware and software, and costs related to software development for our Human Understanding® solutions.
Debt
Our credit agreement (the “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% (5.97% at June 30, 2026).
The outstanding balance on the Delayed Draw Term Loan was $77.3 million at June 30, 2026. 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, 2026, excluding the accordion feature.
Principal amounts outstanding under the Revolving Loan are due and payable in full at maturity at February 6, 2028. As of June 30, 2026, we had $13.0 million outstanding and the availability to borrow $17.0 million on the Revolving Loan. Our weighted average borrowings for the three-month periods ended June 30, 2026, and 2025 were $5.9 million and $8.2 million, respectively. Our weighted average borrowings for the six-month periods ended June 30, 2026, and 2025 were $4.7 million and $5.1 million, respectively. The weighted average interest rate on borrowings during the three-month periods ended June 30, 2026, and 2025 was 5.99% and 6.67%, respectively, and 6.01% and 6.67% during the six-month periods ended June 30, 2026, and 2025, 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, 2026, we were in compliance with our financial covenants.
Leases
We have lease arrangements for certain computer, office, printing, and mail inserting equipment as well as office and data center space. As of June 30, 2026, we had fixed lease payments of $413,000 and $5,000 for operating and finance leases, respectively, payable within 12 months.
Taxes
The liability for gross unrecognized tax benefits related to uncertain tax positions was $2.4 million as of June 30, 2026. There were no material changes in our unrecognized tax benefits during the six months ended June 30, 2026.
Stock Repurchase Program
In March 2026, our Board of Directors approved a stock repurchase program authorizing the repurchase of up to $60.0 million of our outstanding common stock through March 31, 2028 (the “2026 Program”). Under this authorization, we may repurchase shares from time to time in the open market, through privately negotiated transactions, and/or other means in compliance with the Securities and Exchange Act of 1934 and the rules and regulations thereunder. Open market repurchases may be structured to occur in accordance with the requirements of Rule 10b-18 under the Exchange Act. The Company may also, from time to time, enter into Rule 10b5-1 plans to facilitate repurchases of shares of common stock under this authorization. The timing, manner, price, and amount of any repurchases will be determined by the Company at its discretion, and will depend on a variety of factors, including business, economic and market conditions, prevailing stock prices, corporate and regulatory requirements, and other considerations. The repurchase program may be suspended or discontinued at any time.
During the three months ended June 30, 2026, we repurchased 397,381 shares of our common stock for an aggregate of $7.4 million.
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, 2025, that have a material impact on our Condensed Consolidated Financial Statements and the related Notes.
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Quantitative and Qualitative Disclosures about Market Risk |
There are no material changes to the disclosures regarding our market risk exposures made in our Annual Report on Form 10-K for the year ended December 31, 2025.
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Controls and Procedures |
Our management, with the participation of our Chief Executive Officer and our Chief 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 Chief 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, 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 Chief 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, 2026, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
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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.
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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, 2025.
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Unregistered Sales of Equity Securities and Use of Proceeds |
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, 2026.
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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) |
Approximate Dollar Value of Shares that May Yet Be Purchased Under the Plans or Programs(2) |
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Apr 1 – Apr 30, 2026 |
- | - | - | $ | 58,066,938 | |||||||||||
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May 1 – May 31, 2026 |
342,866 | 18.63 | 342,866 | 51,684,874 | ||||||||||||
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Jun 1 – Jun 30, 2026 |
54,515 | 18.86 | 54,515 | 50,657,850 | ||||||||||||
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Total |
397,381 | 397,381 | $ | 50,657,850 | ||||||||||||
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(1) |
The average price paid per share excludes excise tax incurred on stock repurchases. For the quarter ended June 30, 2026, no excise tax expense was incurred. |
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(2) |
In March 2026, our Board of Directors authorized the 2026 Program, which authorizes the repurchase up to $60.0 million of our outstanding common stock through March 31, 2028. During the three months ended June 30, 2026, we repurchased 397,381 shares of our common stock for an aggregate of $7.4 million. |
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Other Information |
During the second quarter of 2026, director or officer adopted or terminated a Rule 10b5-1 trading arrangement or non-Rule 10b5-1 trading arrangement.
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Exhibits |
The exhibits listed in the exhibit index below are filed as part of this Quarterly Report on Form 10-Q.
EXHIBIT INDEX
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Exhibit |
Exhibit Description |
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(3.1) |
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(3.2) |
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(4.1) |
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(4.2) |
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(10)** |
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(31.1)** |
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(31.2)** |
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(32)*** |
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(101) ** |
Financial statements from the Quarterly Report on Form 10-Q of NRC Health for the quarter ended June 30, 2026, 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. |
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(104) ** |
Cover Page Interactive Data File (formatted in the Inline XBRL and contained in Exhibit 101). |
** Filed herewith
*** Furnished herewith
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.
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NRC HEALTH |
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Date: August 4, 2026 |
By: |
/s/ Trent S. Green |
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Trent S. Green |
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Chief Executive Officer (Principal Executive Officer) |
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Date: August 4, 2026 |
By: |
/s/ Shane Harrison |
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Shane Harrison Chief Financial Officer (Principal Financial Officer) |
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Exhibit 10
NRC HEALTH
INCENTIVE STOCK AWARD NOTICE
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GRANTEE: |
[●] (“you”) |
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TYPE AND AMOUNT OF AWARD: |
[●] Restricted Stock Units (the “Units”) |
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DATE OF GRANT: |
June 23, 2026 (the “Grant Date”) |
1. Grant of Award. This Incentive Stock Award Notice (this “Agreement”) is made in connection with your service as a director of the Company and serves to notify you that NRC Health, a Delaware corporation (the “Company”), hereby grants to you the Units on the terms and conditions set forth in this Agreement and subject to the 2025 Omnibus Incentive Plan (the “Plan”). You should review the terms of this Agreement carefully.
2. Restrictions and Vesting. Subject to the terms and conditions set forth in this Agreement, the Units shall vest automatically on the date of the Company’s 2027 Annual Meeting of Stockholders (the “Vesting Date”), if (and only if) (i) you are continuously in service to the Company as a member of the Board of Directors (the “Board”) from the date hereof through the date of the Vesting Date, or (ii) your service to the Company is terminated on or prior to the Vesting Date, due to (w) retirement with the consent of the Compensation and Talent Committee (the “Committee”) of the Board, (x) death, or (y) disability (as defined in Section 22(e) of the Internal Revenue Code of 1986, as amended), as described in Section 4, or (z) a Change in Control (as defined below), as described in Section 5.
3. Additional Vesting Matters. Subject to Section 4, any Units that do not vest as a result of your failure to have been continuously in the service of the Company from the date hereof until the Vesting Date shall automatically be forfeited on the date your service terminates without any obligation of the Company to pay any amount or deliver any Units or any shares of the Company’s Common Stock, par value $0.001 per share (the “Common Stock”), to you or to any other person or entity.
4. Effect of Retirement, Death, or Disability. In the event of your Retirement, death, or Disability prior to the vesting of the Units, the Units shall vest on the date of such Retirement, death, or Disability.
The term "Retirement" as used in this Agreement means terminating service to the Company or a subsidiary with the consent of the Committee.
The term "Disability" means you are unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment which can be expected to result in death or can be expected to last for a continuous period of not less than twelve (12) months.
5. Effect of Change in Control. In the event of a Change in Control, which results in the termination of your service as a director of the Company, the Units shall vest immediately.
6. Settlement of Units. Subject to Sections 7 and 8 of this Agreement, upon the vesting of any Units pursuant to this Agreement, the Company shall issue a certificate or book-entry for shares of Common Stock representing such vested Units on a one-for-one basis, as promptly as practicable following the date of vesting. Upon settlement, the number of settled Units shall be extinguished and such number of Units will no longer be considered to be held by you for any purpose. The Units and any shares of Common Stock earned upon vesting of the Units may be issued during your lifetime only to you, or after your death to your designated beneficiary, or, in the absence of such beneficiary, to your duly qualified personal representative.
7. Withholding. You shall pay to the Company or make other arrangements satisfactory to the Company regarding the payment of any federal, state, or local taxes of any kind required by applicable law to be withheld with respect to the Units awarded under this Agreement and any shares of Common Stock to be issued with respect to the vesting of the Units. At the vesting event set forth in Section 2 of this Agreement, the Company will have the option to withhold shares of Common Stock issued with respect to the vesting of the Units equal to the federal, state, and other taxes payable by you and deposit cash equal to such taxes with the respective taxing authorities. If such shares of Common Stock are not withheld by the Company, you will deliver to the Company within five (5) business days after the vesting date the amount of such taxes or provide evidence that you have made the relevant tax deposits. Your right to receive the Units and any shares of Common Stock issued with respect to the vesting of the Units under this Agreement is subject to, and conditioned on, your payment of such withholding amounts.
8. Restrictions on Issuance of Shares of Common Stock. If at any time the Company determines that the listing, registration, or qualification of the Units or any shares of Common Stock upon any securities exchange or quotation system, or under any state or federal law, or the approval of any governmental agency, is necessary or advisable as a condition to the issuance of a certificate representing any shares of Common Stock representing any vested Units, such issuance may not be made in whole or in part unless and until such listing, registration, qualification, or approval shall have been effected or obtained free of any conditions not acceptable to the Company.
9. Holding Requirement.
(a) You agree that, so long as you serve as a director of the Company, you will not transfer, sell, assign, pledge, encumber, hypothecate, or otherwise dispose of (collectively, “Transfer”) and will continue to hold the shares of Common Stock issued with respect to the vesting of the Units pursuant to this Agreement (less any such shares sold or withheld to fund taxes on vesting pursuant to Section 6 of this Agreement) until the value of your ownership of the Company through shares of Common Stock held is at least equal to Five Hundred Thousand Dollars ($500,000); provided that transfers for estate planning purposes will be permitted with the consent of the Company.
(b) After the restrictions set forth in subsection (a) are met, you will continue to hold, directly and through permitted estate planning vehicles, shares of Common Stock worth at least equal to Five Hundred Thousand Dollars ($500,000) for the duration of your service as a director of the Company.
(c) While subject to the holding requirements set forth in this Section 9, the shares of Common Stock issued with respect to the vesting of the Units may be subject to stop transfer restrictions and if issued in certificated form, a customary restrictive legend will be affixed to such share certificate.
(d) For avoidance of doubt, when calculating your ownership of the Company through shares of Common Stock held for the purposes of this Section 9, (i) all shares of Common Stock owned by you, including any shares of Common Stock issued with respect to the vesting of the Units, shall be included in such calculation and (ii) any shares of Common Stock underlying any unvested Units shall not be included in such calculation.
10. Definitions. For purposes of this Agreement, the terms below shall have the ascribed meanings.
(a) “Change in Control” Defined. “Change in Control” means (A) a change in control of the Company of a nature that would be required to be reported in response to Item 5.01 of a Current Report on Form 8-K, pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or (B) if any of the following occurs after the Grant Date:
(i) Any “person” within the meaning of Section 3(a)(9) of the Exchange Act, and as modified and used in Section 13(d) and 14(d) thereof, including a “group” as defined in Section 13(d) of the Exchange Act (but excluding the Company, any employee benefit plan sponsored or maintained by the Company (including any trustee of such plan (acting as trustee) or other fiduciary holding securities under an employee benefit plan of the Company), and any underwriter temporarily holding securities pursuant to an offering of such securities) (“Person”), other than a Permitted Holder becomes the “beneficial owner,” as defined in Rule 13d-3 under the Exchange Act, directly or indirectly, of fifty percent (50%) or more of the combined voting power of the outstanding securities of the Company ordinarily having the right to vote in the election of directors; provided, however, that the following will not constitute a Change in Control: any acquisition by any corporation if, immediately following such acquisition, more than seventy-five percent (75%) of the outstanding securities of the acquiring corporation (or the parent thereof) ordinarily having the right to vote in the election of directors is beneficially owned by all or substantially all of those persons who, immediately prior to such acquisition, were the beneficial owners of the outstanding securities of the Company ordinarily having the right to vote in the election of directors;
(ii) Individuals who constitute the Board of the Company as of the Grant Date (the “Incumbent Board”) have ceased for any reason to constitute at least a majority thereof, provided that any person becoming a director subsequent to the Grant Date, whose election or nomination for election by the Company’s stockholders was approved by a vote of at least three-fourths (3/4) of the directors comprising the Incumbent Board, either by a specific vote or by approval of the proxy statement of the Company in which such person is named as a nominee for director without objection to such nomination (other than an election or nomination of an individual whose initial assumption of office occurs as a result of an actual or threatened election contest with respect to the election or removal of directors or other actual or threatened solicitation of proxies or consents by or on behalf of a Person other than the Board of the Company, including, without limitation, in connection with a “tender offer,” as such term is used in Section 14(d) of the Exchange Act), shall be, for purposes of this Agreement, considered as though such person were a member of the Incumbent Board;
(iii) Upon the consummation by the Company of a reorganization, merger, or consolidation, other than one with respect to which all or substantially all of those persons who were the beneficial owners, immediately prior to such reorganization, merger, or consolidation, of outstanding securities of the Company ordinarily having the right to vote in the election of directors own, immediately after such transaction, more than seventy-five percent (75%) of the outstanding securities of the resulting corporation ordinarily having the right to vote in the election of directors;
(iv) Upon the approval by the Company’s stockholders of a complete liquidation and dissolution of the Company or the sale or other disposition of all or substantially all of the assets of the Company other than to a subsidiary of the Company or to an entity controlled by a Permitted Holder; or
(v) Upon the consummation of a transaction subject to Rule 13e-3 of the Exchange Act (other than any such transaction in which the Permitted Holders identified in romanette (iii) of the definition of Permitted Holder hereunder are the beneficial owners of more than fifty percent (50%) of the outstanding securities of the resulting corporation ordinarily having the right to vote in the election of directors).
(b) “Permitted Holder” Defined. “Permitted Holder” means: (i) the Company or a subsidiary of the Company, (ii) any employee benefit plan sponsored by the Company or a subsidiary of the Company, (iii) Michael or Karen Hays, or their siblings, or the children or grandchildren of Michael or Karen Hays or their siblings (collectively, “Hays Family Members”) or one or more trusts, corporations, partnerships, limited partnerships, limited liability companies, or other such entities, so long as at least eighty percent (80%) of the beneficial interests of each such entity are held by Mr. or Mrs. Hays and/or one or more Hays Family Members, and (iv) Trent Green and his spouse, or the children or grandchildren of Mr. and Mrs. Green (collectively, “Green Family Members”) or one or more trusts, corporations, partnerships, limited partnerships, limited liability companies, or other such entities, so long as at least eighty percent (80%) of the beneficial interests of each such entity are held by Mr. or Mrs. Green and/or one or more Green Family Members.
11. 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, any shares of Common Stock issued with respect to the vesting of the Units may be Transferred to a permitted estate planning vehicle in accordance with the terms of this Agreement.
12. Rights as a Stockholder; Limitation on Rights. You do not have any of the rights of a stockholder with respect to the Units awarded under this Agreement. Without limiting the generality of the foregoing, no dividends or dividend equivalents shall be paid or accrue on the Units granted before such Units vest and you shall have no right to vote any shares of Common Stock underlying any Units unless and until such Units vest and you receive shares of Common Stock in accordance with Section 5 of this Agreement. Neither the Plan, the granting of the Units, nor this Agreement gives you any right to remain as a director of the Company or to be employed by the Company or a subsidiary.
13. 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.
14. Amendment. Except as otherwise provided herein, the Company may only alter, amend, or terminate this Agreement with your consent.
15. 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.
16. 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: Chief Executive Officer. 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.
17. Plan Control. This Agreement is awarded under and subject to the Plan and, in the event of a conflict between this Agreement and the Plan, the Plan will control.
* * * * * * * * * *
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: June 23, 2026
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Grantee: |
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[●] | |
| NRC Health | ||
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By: |
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Trent Green | |
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Chief Executive Officer | |
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 NRC Health; |
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, 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 4, 2026 | /s/ Trent S. Green | |
Trent S. Green Chief Executive Officer (Principal Executive Officer) |
Exhibit 31.2
Certification of Chief Financial Officer (Principal Financial Officer)
Pursuant to Rule 13a-14(a) or 15d-14(a) under the Securities Exchange Act of 1934
I, Shane Harrison, certify that:
1. | I have reviewed this Quarterly Report on Form 10-Q of NRC Health; |
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, 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 4, 2026 | /s/ Shane Harrison | |
Shane Harrison (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 NRC Health (the “Company”) for the three-month period ended June 30, 2026 (the “Report”), I, Trent S. Green, Chief Executive Officer (Principal Executive Officer) of the Company, and I, Shane Harrison, Chief Financial Officer (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/ Shane Harrison | ||
Shane Harrison Chief Financial Officer | ||
Date: August 4, 2026 |
A signed original of this written statement required by Section 906 has been provided to NRC Health and will be retained by NRC Health and furnished to the Securities and Exchange Commission or its staff upon request.