nrc20260331_10q.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

☒	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
	For the quarterly period ended March 31, 2026

☐	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

	For the transition period from ________ to ________

Commission File Number 001-35929

NRC Health

(Exact name of Registrant as specified in its charter)

Delaware		47-0634000
(State or other jurisdiction of		(I.R.S. Employer
incorporation or organization)		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)

	National Research Corporation
	(Former name, former address and former fiscal year, if changed since last report)

Securities registered pursuant to 12(b) of the Act:

Title of Each Class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, $.001 par value	NRC	The NASDAQ stock market

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. Yes ☒ No ☐

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). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer," "smaller reporting company," and "emerging growth company" in Rule 12b-2 of the Exchange Act.

Large accelerated filer	☐	Accelerated filer	☒
Non-accelerated filer	☐	Smaller reporting company	☐
		Emerging growth company	☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act.) Yes ☐ No ☒

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 April 30, 2026: 22,536,696

			Page No.

PART I.	FINANCIAL INFORMATION

	Item 1.	Financial Statements	3

		Condensed Consolidated Balance Sheets	3
		Condensed Consolidated Statements of Income	4
		Condensed Consolidated Statements of Shareholders’ Equity	5
		Condensed Consolidated Statements of Cash Flows	7
		Notes to Condensed Consolidated Financial Statements	9-7

	Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	15-21

	Item 3.	Quantitative and Qualitative Disclosures About Market Risk	22

	Item 4.	Controls and Procedures	22

PART II.	OTHER INFORMATION

	Item 1.	Legal Proceedings	22

	Item 1A.	Risk Factors	22

	Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	23

	Item 5.	Other Information	23

	Item 6.	Exhibits	24

	Signatures		25

	March 31, 2026			December 31, 2025
	(unaudited)
Assets
Current assets:
Cash and cash equivalents	$	2,547		$	4,139
Trade accounts receivable, less allowance for credit losses of $90 and $80, respectively		10,833			11,108
Prepaid expenses		5,662			3,914
Income taxes receivable		481			528
Other current assets		461			520
Total current assets		19,984			20,209

Property and equipment, net		40,305			40,474
Intangible assets, net		2,165			2,227
Goodwill		66,152			66,152
Deferred contract costs, net		3,123			2,498
Other noncurrent assets		2,830			3,318
Total assets	$	134,559		$	134,878
Liabilities and Shareholders’ Equity
Current liabilities:
Current portion of notes payable, net of unamortized debt issuance costs	$	4,015		$	4,014
Accounts payable		2,227			1,169
Accrued wages and bonuses		6,603			7,218
Accrued expenses		2,582			2,897
Dividends payable		3,606			3,625
Deferred revenue		17,192			16,201
Income taxes payable		1,768			550
Other current liabilities		477			946
Total current liabilities		38,470			36,620

Notes payable, net of current portion and unamortized debt issuance costs		74,017			75,021
Deferred income taxes		5,999			5,984
Other long-term liabilities		2,578			3,263
Total liabilities		121,064			120,888

Shareholders’ equity:
Preferred stock, $0.01 par value, authorized 2,000,000 shares, none issued		-			-
Common stock, $0.001 par value; authorized 110,000,000 shares, issued 31,975,649 in 2026 and 31,966,504 in 2025, outstanding 22,536,696 in 2026 and 22,637,252 in 2025		32			32
Additional paid-in capital		185,627			183,880
Retained earnings (accumulated deficit)		(17,682	)		(17,298	)
Treasury stock, at cost; 9,438,953 and 9,329,252 Common shares in 2026 and 2025, respectively		(154,482	)		(152,624	)
Total shareholders’ equity		13,495			13,990
Total liabilities and shareholders’ equity	$	134,559		$	134,878

	Three months ended March 31,
	2026			2025

Revenue	$	34,803		$	33,551

Operating expenses:
Direct		13,646			13,057
Selling, general, and administrative		13,419			10,356
Depreciation and amortization		2,169			1,542
Total operating expenses		29,234			24,955

Operating income		5,569			8,596

Other income (expense):
Interest income		35			19
Interest expense		(1,255	)		(899	)
Other, net		30			7

Total other expense		(1,190	)		(873	)

Income before income taxes		4,379			7,723

Provision for income taxes		1,157			1,936

Net income	$	3,222		$	5,787

Earnings per share of common stock:
Basic	$	0.14		$	0.25
Diluted	$	0.14		$	0.25

Weighted average shares and share equivalents outstanding:
Basic		21,799			22,972
Diluted		21,911			22,974

	Common Stock		Additional Paid-in Capital		Retained Earnings (Deficit)			Treasury Stock			Total
Balances at December 31, 2025	$	32	$	183,880	$	(17,298	)	$	(152,624	)	$	13,990
Purchase of 109,701 shares treasury stock		-		-		-			(1,858	)		(1,858	)
Issuance of 9,145 shares of common stock for the exercise of stock options		-		139		-			-			139
Non-cash stock compensation expense		-		1,608		-			-			1,608
Dividends declared of $0.16 per share of common stock		-		-		(3,606	)		-			(3,606	)
Net income		-		-		3,222			-			3,222
Balances at March 31, 2026	$	32	$	185,627	$	(17,682	)	$	(154,482	)	$	13,495

	Three months ended
	March 31,
	2026			2025
Cash flows from operating activities:
Net income	$	3,222		$	5,787
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization		2,169			1,542
Deferred income tax expense (benefit)		(36	)		1,860
Reserve for uncertain tax positions		(56	)		76
Non-cash share-based compensation expense		1,608			171
Change in fair value of contingent consideration		-			31
Loss on extinguishment of debt		-			67
Amortization of debt issuance costs		27			15
Net changes in assets and liabilities:
Trade accounts receivable		275			(272	)
Prepaid expenses and other current and long-term assets		(1,627	)		(2,419	)
Deferred contract costs, net		(625	)		24
Operating lease assets and liabilities, net		(30	)		(26	)
Accounts payable		942			627
Accrued expenses, wages, and bonuses		(889	)		(472	)
Income taxes receivable and payable		1,265			(80	)
Deferred revenue		935			(285	)
Net cash provided by operating activities		7,180			6,646

Cash flows from investing activities:
Capital expenditures		(1,834	)		(2,986	)
Net cash used in investing activities		(1,834	)		(2,986	)

Cash flows from financing activities:
Borrowings on notes payable		-			27,738
Payments on notes payable		(1,030	)		(28,724	)
Borrowings on revolving loan		2,500			8,000
Payments on revolving loan		(2,500	)		(4,503	)
Payment of debt issuance costs		-			(62	)
Payments on finance lease obligations		(3	)		(2	)
Proceeds from the exercise of share-based awards		139			132
Payment of acquisition contingent consideration		(484	)		(280	)
Repurchase of shares for treasury		(1,935	)		(4,920	)
Payment of dividends on common stock		(3,625	)		(2,770	)
Net cash used in financing activities		(6,938	)		(5,391	)

Change in cash and cash equivalents		(1,592	)		(1,731	)
Cash and cash equivalents at beginning of period		4,139			4,233
Cash and cash equivalents at end of period	$	2,547		$	2,502

	2026		2025
Direct expenses	$	32	$	20
Selling, general, and administrative expenses	$	240	$	356
Total amortization	$	272	$	376

	March 31, 2026		December 31, 2025
Trade accounts receivables	$	10,833	$	11,108
Contract assets included in other current assets	$	75	$	132

Deferred revenue, current portion	$	17,192	$	16,201
Noncurrent deferred revenue included in other long-term liabilities	$	18	$	74

	March 31, 2026			December 31, 2025
Delayed Draw Term Loan	$	78,376		$	79,406
Less: current portion		(4,015	)		(4,014	)
Less: unamortized debt issuance costs		(344	)		(371	)
Notes payable, net of current portion	$	74,017		$	75,021

	2026
Expected dividend yield at date of grant		3.49	%
Expected stock price volatility		34.51	%
Risk-free interest rate		3.85	%
Expected life of options (in years)		5.0

	Number of Options		Weighted Average Exercise Price		Weighted Average Remaining Contractual Terms (Years)		Aggregate Intrinsic Value (In thousands)
Outstanding at December 31, 2025		608,782	$	27.52
Granted		17,638	$	22.01
Exercised		9,145	$	15.23
Expired		-
Forfeited		-
Outstanding at March 31, 2026		617,275	$	27.54		7.05	$	-
Exercisable at March 31, 2026		401,138	$	33.13		6.17	$	-

	March 31, 2026			December 31, 2025
Non-amortizing intangible assets:
Indefinite trade name	$	1,191		$	1,191
Amortizing intangible assets:
Customer related		9,772			9,772
Technology		2,790			2,790
Trade names		1,572			1,572
Total amortizing intangible assets		14,134			14,134
Accumulated amortization		(13,160	)		(13,098	)
Other intangible assets, net	$	2,165		$	2,227

	For the Three Months Ended March 31, 2026			For the Three Months Ended March 31, 2025
	(In thousands, except per share data)
Numerator for net income per share – basic:
Net income	$	3,222		$	5,787
Allocation of distributed and undistributed income to unvested restricted stock shareholders		(133	)		-
Net income attributable to common shareholders		3,089			5,787
Denominator for net income per share – basic:
Weighted average shares of common stock outstanding – basic		21,799			22,972
Net income per share – basic	$	0.14		$	0.25

Numerator for net income per share – diluted:
Net income attributable to common shareholders for basic computation		3,089			5,787
Denominator for net income per share – diluted:
Weighted average shares of common stock outstanding – basic		21,799			22,972
Weighted average effect of dilutive securities – stock options		56			2
Weighted average effect of dilutive securities – restricted stock units		56			0
Denominator for diluted earnings per share – adjusted weighted average shares		21,911			22,974
Net income per share – diluted	$	0.14		$	0.25

	March 31, 2026		March 31, 2025
Noncash stock compensation		1,608		171
Tax benefit on noncash stock compensation		262		43

	(In thousands, except percentages) Three Months Ended March 31,						Percentage Increase (Decrease)
	2026			2025			2026 over 2025
Revenue	$	34,803		$	33,551			4
Direct expenses		13,646			13,057			5
Selling, general, and administrative		13,419			10,356			30
Depreciation and amortization		2,169			1,542			41
Operating income		5,569			8,596			(35	)
Total other expense		(1,190	)		(873	)		36
Provision for income taxes		1,157			1,936			(40	)
Effective Tax Rate		26	%		25	%		1
Operating margin		16	%		26	%		(10	)
Total Recurring Contract Value	$	152,070		$	134,371			13
Cash provided by operating activities		7,180			6,646			8

	Three Months Ended March 31,
	2026			2025

Net income	$	3,222		$	5,787
Add back:
Non-cash stock compensation		1,608			171
Tax on stock compensation		(262	)		(43	)
Adjusted net income	$	4,568		$	5,915

Earnings per share of common stock, diluted	$	0.14		$	0.25
Adjusted earnings per share of common stock, diluted	$	0.21		$	0.26
Weighted average shares and share equivalents outstanding, diluted		21,911			22,974

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⁾

Jan 1 – Jan 31, 2026		-		-		-	$	-
Feb 1 – Feb 28, 2026		-		-		-		-
Mar 1 – Mar 31, 2026		109,701		17.51		109,701		58,066,938
Total		109,701				109,701	$	58,066,938

(1)	The average price paid per share excludes excise tax incurred on stock repurchases. For the quarter ended March 31, 2026, excise tax expense totaled $17,624.
(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 March 31, 2026, we repurchased 109,701 shares of our common stock for an aggregate of $1.9 million.

Exhibit Number	Exhibit Description

(3.1)	Certificate of Incorporation of the Company, effective June 30, 2021 [Incorporated by reference to Exhibit 3.3 to the Company’s Current Report on Form 8-K filed on July 2, 2021 (File No. 001-35929)]

(3.2)	Certificate of Amendment to Certificate of Incorporation of the Company, dated April 15, 2026 [Incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed on April 20, 2026 (File No. 001-35929)]

(3.3)	Amended and Restated Bylaws of the Company as of April 15, 2026 [Incorporated by reference to Exhibit 3.2 to the Company’s Current Report on Form 8-K filed on April 20, 2026 (File No. 001-35929)]

(4.1)	Certificate of Incorporation of the Company, effective June 30, 2021 [Incorporated by reference to Exhibit 3.3 to the Company’s Current Report on Form 8-K filed on July 2, 2021 (File No. 001-35929)]

(4.2)	Certificate of Amendment to Certificate of Incorporation of the Company, dated April 15, 2026 [Incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed on April 20, 2026 (File No. 001-35929)]

(4.3)	Amended and Restated Bylaws of the Company as of April 15, 2026 [Incorporated by reference to Exhibit 3.2 to the Company’s Current Report on Form 8-K filed on April 20, 2026 (File No. 001-35929)]

(31.1)**	Certification by the Chief Executive Officer (Principal Executive Officer) pursuant to Rule 13a-14(a) or 15d-14(a) under the Securities Exchange Act of 1934

(31.2)**	Certification by the Chief Financial Officer (Principal Financial Officer) pursuant to Rule 13a-14(a) or 15d-14(a) under the Securities Exchange Act of 1934

(32)***	Written Statement of the Chief Executive Officer (Principal Executive Officer) and the Chief Financial Officer (Principal Financial Officer) pursuant to 18 U.S.C. Section 1350

(101) **	Financial statements from the Quarterly Report on Form 10-Q of NRC Health for the quarter ended March 31, 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.

(104) **	Cover Page Interactive Data File (formatted in the Inline XBRL and contained in Exhibit 101).

	NRC HEALTH


Date: May 5, 2026	By:	/s/ Trent S. Green
		Trent S. Green
		Chief Executive Officer (Principal Executive Officer)



Date: May 5, 2026	By:	/s/ Shane Harrison
		Shane Harrison Chief Financial Officer (Principal Financial Officer)

SEC Form 10-Q filed by NRC Health