8-K
Nrc Health (NRC)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
July 28, 2025
National Research Corporation
(Exact name of registrant as specified in its charter)
| Delaware | 001-35929 | 47-0634000 |
|---|---|---|
| (State or other jurisdiction<br><br> <br>of incorporation) | (Commission<br><br> <br>File Number) | (IRS Employer<br><br> <br>Identification No.) |
| 1245 Q Street, Lincoln, Nebraska | 68508 | |
| --- | --- | |
| (Address of principal executive offices) | (Zip Code) |
(402) 475-2525
(Registrant's telephone number, including area code)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
|---|---|
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
|---|---|---|
| $.001 Par Value Common Stock | NRC | The NASDAQ Stock Market |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
| Item 2.02 | Results of Operations and Financial Condition. | |
|---|---|---|
| On July 28, 2025, National Research Corporation, a Delaware corporation (the "Company"), issued a press release announcing its financial and operating results for the second quarter ended June 30, 2025. A copy of the press release is furnished as Exhibit 99.1 to this report and is incorporated by reference herein. | ||
| Item 9.01 | Financial Statements and Exhibits. | |
| (d) | Exhibits. | |
| EXHIBIT<br><br> <br>NUMBER | EXHIBIT DESCRIPTION | |
| 99.1 | National Research Corporation press release announcing its financial and operating results for the second quarter ended June 30, 2025. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). | |
| The information contained in Items 2.02 and 9.01 of this report and the exhibits hereto shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or incorporated by reference in any filing under the Securities Act of 1933, as amended (the "Securities Act"), or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing. | ||
| The information in Items 2.02 and 9.01 of this report and the exhibits hereto may contain "forward-looking statements" within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act and such statements are subject to the safe harbor created by those sections and the Private Securities Litigation Reform Act of 1995, as amended. Such statements are made based on the current beliefs and expectations of the Company's management and are subject to significant risks and uncertainties. Actual results or events may differ from those anticipated by forward-looking statements. Please refer to the paragraph at the end of the attached press release and various disclosures by the Company in its press releases, stockholder reports, and filings with the Securities and Exchange Commission for information concerning risks, uncertainties, and other factors that may affect future results. |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| NATIONAL RESEARCH CORPORATION | ||
|---|---|---|
| (Registrant) | ||
| Date: July 28, 2025 | By: | /s/ Trent S. Green |
| Trent S. Green | ||
| Chief Executive Officer |
ex_843665.htm
Exhibit 99.1
| 1245 Q Street, Lincoln, NE 68508<br><br> <br>P: 1 800 388 4264 | F: 402 475 9061<br> nrchealth.com |
|---|
NRC HEALTH ANNOUNCES SECOND QUARTER 2025 RESULTS
Reports third consecutive quarter of sequential TRCV Growth
LINCOLN, Nebraska, July 28, 2025 — National Research Corporation, dba NRC Health, (NASDAQ:NRC) today announced results for the second quarter 2025.
CEO Statement
Trent S. Green, Chief Executive Officer of NRC Health, commented: “We’re encouraged by our second-quarter results, which demonstrate continued momentum across key areas of our business. In my early weeks as CEO, I’ve been energized by feedback from both current and prospective customers, particularly their enthusiasm for our product portfolio and appreciation for the service mindset of our associates. To provide additional context on the quarter, we’re reinstating our quarterly earnings call, which I hope investors will join tomorrow, July 29, at 10 a.m. ET.”
Additional Information
Total recurring contract value^1^, or TRCV, grew 2% sequentially, the third consecutive quarter of TRCV growth and the highest sequential growth rate since the first quarter of 2021. New logo sales, cross-sells, and customer retention have improved over the last several quarters, attributable to a stronger sales team, a product portfolio that resonates in the marketplace, and the strength of our customer service organization.
With the transition from founder-led leadership, compensation arrangements for executive leaders were implemented to preserve philosophical and economic alignment with long-term shareholders. These arrangements, primarily non-recurring cash bonuses and equity grants, resulted in a net margin of 0% for the second quarter. Excluding these items, adjusted EBITDA margin^2^ was 30% in the quarter and has remained relatively stable over the past year due to cost control initiatives and higher revenue per FTE.
Dividends and Stock Repurchases
The Company’s Board of Directors on July 23, 2025, declared a quarterly cash dividend of $0.12 (twelve cents) per share payable Friday, October 10, 2025, to shareholders of record as of the close of business on Friday, September 26, 2025.
During the second quarter, NRC repurchased 381,736 shares at a weighted average price of $14.96 per share. During 2025, the company has returned a total of $16.1 million to shareholders through dividends and stock repurchases.
^1^ Total recurring contract value (TRCV) is a measure of projected revenue under all renewable contracts for the next 12-month period.
^2^Adjusted EBITDA is a non-GAAP financial measure. A reconciliation of adjusted EBITDA to net income and disclosure regarding why we believe adjusted EBITDA provides useful information to investors is included later in this release.
NRC Announces Second Quarter 2025 Results
Page 2
July 28, 2025
Earnings Call Information
The company will be hosting an earnings call to provide additional detail on the quarter on July 29, 2025, 10 a.m. ET, available at nrchealth.com/investor-relations.
About NRC Health
For more than 40 years, NRC Health (NASDAQ: NRC) has led the charge to humanize healthcare and support organizations in their understanding of each unique individual. NRC Health’s commitment to Human Understanding® helps leading healthcare systems get to know each person they serve not as point-in-time insights, but as an ongoing relationship. Guided by its uniquely empathic heritage, NRC Health’s patient-focused approach, unmatched market research, and emphasis on consumer preferences are transforming the healthcare experience, creating strong outcomes for patients and entire healthcare systems. For more information, email info@nrchealth.com, or visit www.nrchealth.com.
Non-GAAP Performance Measures
The company prepares its financial statements and presents its financial results in accordance with U.S. GAAP. However, it also provides additional non-GAAP financial information related to specific items management believes to be important in the evaluation of its operating results and performance. Reconciliations of GAAP to non-GAAP financial information, and a discussion of why the company believes providing this additional information is useful to investors, is provided in the "Non-GAAP Disclosures" section below.
Forward-Looking Statements
This press release contains certain statements that may be considered forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, and such statements are subject to the safe harbor created by those sections and the Private Securities Litigation Reform Act of 1995, as amended. Such statements may be identified by their use of terms or phrases such as “believes,” “expect,” “focus,” “potential,” “will,” derivations thereof, and similar terms and phrases. In this press release, the statements related to future dividends, share repurchases, and revenue are forward-looking statements. Forward-looking statements are based upon the current beliefs and expectations of our management and are inherently subject to risks and uncertainties, some of which cannot be predicted or quantified, which could cause future events and actual results to differ materially from those set forth in, contemplated by, or underlying the forward-looking statements, including those risks and uncertainties as set forth in the Risk Factors section of our Annual Report on Form 10-K for the year ended December 31, 2024, and various disclosures in our press releases, stockholder reports, and other filings with the Securities and Exchange Commission. We disclaim any obligation to update or revise any forward-looking statements to reflect actual results or changes in the factors affecting the forward-looking information.
NRC Health Investor Relations Contact
ir@nrchealth.com
NRC Announces Second Quarter 2025 Results
Page 3
July 28, 2025
NATIONAL RESEARCH CORPORATION AND SUBSIDIARY
Unaudited Condensed Consolidated Statements of Income
(In thousands, except per share data)
| Three months ended<br> June 30 | Six months ended<br> June 30 | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2025 | 2024 | 2025 | 2024 | |||||||||
| Revenue | $ | 34,038 | $ | 35,021 | $ | 67,588 | $ | 70,334 | ||||
| Operating expenses: | ||||||||||||
| Direct | 12,974 | 13,422 | 26,031 | 27,278 | ||||||||
| Selling, general and administrative | 17,734 | 11,221 | 28,089 | 22,471 | ||||||||
| Depreciation and amortization | 1,742 | 1,513 | 3,284 | 2,960 | ||||||||
| Total operating expenses | 32,450 | 26,156 | 57,404 | 52,709 | ||||||||
| Operating income | 1,588 | 8,865 | 10,184 | 17,625 | ||||||||
| Other income (expense): | ||||||||||||
| Interest income | 21 | 25 | 41 | 69 | ||||||||
| Interest expense | (1,032 | ) | (555 | ) | (1,932 | ) | (1,160 | ) | ||||
| Other, net | 4 | (11 | ) | 11 | (16 | ) | ||||||
| Total other expense | (1,007 | ) | (541 | ) | (1,880 | ) | (1,107 | ) | ||||
| Income before income taxes | 581 | 8,324 | 8,304 | 16,518 | ||||||||
| Provision for income taxes | 687 | 2,149 | 2,623 | 3,984 | ||||||||
| Net income (loss) | $ | (106 | ) | $ | 6,175 | $ | 5,681 | $ | 12,534 | |||
| Earnings (loss) Per Share of Common Stock: | ||||||||||||
| Basic Earnings (loss) Per Share | $ | (0.01 | ) | $ | 0.26 | $ | 0.25 | $ | 0.53 | |||
| Diluted Earnings (loss) Per Share | $ | (0.01 | ) | $ | 0.26 | $ | 0.25 | $ | 0.52 | |||
| Weighted average shares and share equivalents outstanding: | ||||||||||||
| Basic | 22,658 | 23,871 | 22,814 | 23,870 | ||||||||
| Diluted | 22,658 | 23,915 | 22,820 | 23,934 |
NRC Announces Second Quarter 2025 Results
Page 4
July 28, 2025
NATIONAL RESEARCH CORPORATION AND SUBSIDIARY
Unaudited Condensed Consolidated Balance Sheets
(Dollars in thousands, except share amounts and par value)
| December 31,<br><br> <br>2024 | |||||
|---|---|---|---|---|---|
| Assets | **** | **** | **** | **** | **** |
| Current assets: | |||||
| Cash and cash equivalents | 5,274 | $ | 4,233 | ||
| Accounts receivable, net | 12,416 | 11,054 | |||
| Other current assets | 7,630 | 4,313 | |||
| Total current assets | 25,320 | 19,600 | |||
| Property and equipment, net | 42,232 | 38,269 | |||
| Goodwill | 66,152 | 66,152 | |||
| Other, net | 7,683 | 8,518 | |||
| Total assets | 141,387 | $ | 132,539 | ||
| Liabilities and Shareholders’ Equity | **** | **** | **** | **** | **** |
| Current liabilities: | |||||
| Current portion of notes payable, net of unamortized debt issuance costs | 3,928 | $ | 4,789 | ||
| Accounts payable and accrued expenses | 6,794 | 6,285 | |||
| Accrued compensation | 5,685 | 4,774 | |||
| Deferred revenue | 15,603 | 15,786 | |||
| Dividends payable | 2,776 | 2,770 | |||
| Other current liabilities | 1,140 | 1,454 | |||
| Total current liabilities | 35,926 | 35,858 | |||
| Notes payable, net of current portion and unamortized debt issuance costs | 77,029 | 57,895 | |||
| Other non-current liabilities | 7,104 | 7,502 | |||
| Total liabilities | 120,059 | 101,255 | |||
| Shareholders’ equity: | |||||
| Preferred stock, 0.01 par value, authorized 2,000,000 shares, none issued | -- | -- | |||
| Common stock, 0.001 par value; authorized 110,000,000 shares, issued 31,782,158 in 2025 and 31,072,144 in 2024, outstanding 23,103,685 in 2025 and 23,083,116 in 2024 | 32 | 31 | |||
| Additional paid-in capital | 180,858 | 180,249 | |||
| Retained earnings (accumulated deficit) | (16,894 | ) | (17,064 | ) | |
| Treasury stock | (142,668 | ) | (131,932 | ) | |
| Total shareholders’ equity | 21,328 | $ | 31,284 | ||
| Total liabilities and shareholders’ equity | 141,387 | $ | 132,539 |
All values are in US Dollars.
NRC Announces Second Quarter 2025 Results
Page 5
July 28, 2025
Non- GAAP Measures of Financial Performance
In addition to consolidated GAAP financial measures, NRC Health reviews various non-GAAP financial measures, including “Adjusted EBITDA,” “Adjusted Net Income,” and “Adjusted Earnings per Share.” NRC Health believes Adjusted EBITDA, Adjusted Net Income and Adjusted Earnings per Share are helpful supplemental measures to assist management and investors in evaluating the Company’s operating results as (i) they exclude certain items that are unusual in nature or whose fluctuation from period to period do not necessarily correspond to changes in the operations of NRC Health’s business, and (ii) the exclusion of non-cash stock compensation is useful for investors applying certain valuation metrics and is consistent with the leverage ratio for our credit facility. Adjusted EBITDA represents net income before interest, taxes, depreciation, amortization and certain non-recurring executive compensation and non-cash stock compensation items. Adjusted Net Income represents net income adjusted to add back certain non-recurring executive compensation and non-cash stock compensation and the related tax. There is no comprehensive, authoritative guidance for the presentation of such non-GAAP information, which is only meant to supplement GAAP results by providing additional information that management utilizes to assess performance.
Reconciliation of GAAP Net Income (Loss) to Adjusted Net Income
(In thousands, except per share data, unaudited)
| Three months ended June 30 | Six months ended June 30 | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2025 | 2024 | 2025 | 2024 | |||||||||
| Net income (loss) | $ | (106 | ) | $ | 6,175 | $ | 5,681 | $ | 12,534 | |||
| Add back: | ||||||||||||
| Non-recurring executive compensation | 6,640 | - | 6,640 | - | ||||||||
| Tax on non-recurring executive compensation | (468 | ) | - | (468 | ) | - | ||||||
| Non-cash stock compensation | 307 | (57 | ) | 478 | (92 | ) | ||||||
| Tax on stock compensation | - | 14 | - | 23 | ||||||||
| Adjusted Net Income | $ | 6,373 | $ | 6,132 | $ | 12,331 | $ | 12,465 | ||||
| Earnings (loss) Per Share of Common Stock: | ||||||||||||
| Basic Earnings (loss) Per Share | $ | (0.01 | ) | $ | 0.26 | $ | 0.25 | $ | 0.52 | |||
| Diluted Earnings (loss) Per Share | $ | (0.01 | ) | $ | 0.26 | $ | 0.25 | $ | 0.52 | |||
| Adjusted Earnings (loss) Per Share of Common Stock: | ||||||||||||
| Adjusted Basic Earnings (loss) Per Share | $ | 0.28 | $ | 0.26 | $ | 0.54 | $ | 0.52 | ||||
| Adjusted Diluted Earnings (loss) Per Share | $ | 0.28 | $ | 0.26 | $ | 0.54 | $ | 0.52 | ||||
| Weighted average shares and share equivalents outstanding: | ||||||||||||
| Basic | 22,658 | 23,871 | 22,814 | 23,870 | ||||||||
| Diluted | 22,658 | 23,915 | 22,820 | 23,934 |
NRC Announces Second Quarter 2025 Results
Page 6
July 28, 2025
Reconciliation of GAAP Net Income (Loss) to Adjusted EBITDA
Unaudited
(In thousands, except per share data)
| Three months ended | |||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| June 30,<br> 2025 | March 31,<br><br> <br>2025 | December 31,<br><br> <br>2024 | September 30,<br><br> <br>2024 | June 30,<br> 2024 | |||||||||||
| Revenue | $ | 34,038 | $ | 33,551 | $ | 36,907 | $ | 35,819 | $ | 35,021 | |||||
| Net income (loss) | $ | (106 | ) | $ | 5,787 | $ | 6,561 | $ | 5,688 | $ | 6,175 | ||||
| Add back | |||||||||||||||
| Interest expense | 1,032 | 899 | 729 | 706 | 555 | ||||||||||
| Income taxes | 687 | 1,936 | 2,315 | 1,608 | 2,149 | ||||||||||
| Depreciation and amortization | 1,742 | 1,542 | 1,516 | 1,546 | 1,513 | ||||||||||
| Non-recurring executive compensation | 6,640 | - | - | - | - | ||||||||||
| Non-cash stock compensation | 307 | 171 | 188 | 189 | (57 | ) | |||||||||
| Adjusted EBITDA | $ | 10,302 | $ | 10,335 | $ | 11,309 | $ | 9,737 | $ | 10,335 | |||||
| Adjusted EBITDA Margin | 30.3 | % | 30.8 | % | 30.6 | % | 27.2 | % | 29.5 | % |