NRC HEALTH 10-Q

ITEM 2. Unregistered Sales of Equity Securities and Use of Proceeds   In February 2006 and subsequently amended in May 2013, our Board of Directors authorized the repurchase of 2,250,000 shares of class A common stock and 375,000 shares of class B common stock in the open market or in privately negotiated transactions. In connection with the Recapitalization in April 2018, our Board of Directors further amended the stock repurchase program to eliminate the repurchase of the former class B common stock. Unless terminated earlier by resolution of our Board of Directors, the repurchase program will expire when we have repurchased all shares of Common Stock authorized for repurchase thereunder. No Common Stock was repurchased under that authorization during the three-month period ended March 31, 2021. The remaining shares of Common Stock that may be purchased under that authorization are 280,491. Our Credit Agreement provides that, in order for us to pay dividends, 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.   30 Table of Contents   ITEM 6. Exhibits   The exhibits listed in the exhibit index below are filed as part of this Quarterly Report on Form 10-Q.   EXHIBIT INDEX     Exhibit Number Exhibit Description   (3.1) Amended and Restated Articles of Incorporation of National Research Corporation, effective as of 5:01 pm, CT, on April 17, 2018 [Incorporated by reference to Exhibit 3.3 to National Research Corporation ’ s Current Report on Form 8-K dated April 16, 2018 and filed on April 20, 2018 (File No. 001-35929)]     (3.2) By-Laws of National Research Corporation, as amended to date [Incorporated by reference to Exhibit 3.1   to National Research Corporation ’ s Current Report on Form 8-K dated May 14, 2020 and filed on May 15, 2020 (File No. 001-35929)]     (4.1) Amended and Restated Articles of Incorporation of National Research Corporation, effective as of 5:01 pm, CT, on April 17, 2018 [Incorporated by reference to Exhibit 3.3 to National Research Corporation ’ s Current Report on Form 8-K dated April 16, 2018 and filed on April 20, 2018 (File No. 001-35929)]       (4.2) By-Laws of National Research Corporation, as amended to date [Incorporated by reference to Exhibit 3.1   to National Research Corporation ’ s Current Report on Form 8-K dated May 14, 2020 and filed on May 15, 2020 (File No. 001-35929)]   (31.1)** Certification by the Chief 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 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 and Chief Financial Officer pursuant to 18 U.S.C. Section 1350   (101) ** Financial statements from the Quarterly Report on Form 10-Q of National Research Corporation for the quarter ended March 31, 2021, formatted in Inline eXtensible Business Reporting Language (iXBRL): (i) the Condensed Consolidated Balance Sheets, (ii) the Condensed Consolidated Statements of Income, (iii) the Condensed Consolidated Statements of Comprehensive Income, (iv) the Condensed Consolidated Statements of Cash Flows, (v) the Notes to Condensed Consolidated Financial Statements, and (vi) document and entity information.     (104) ** Cover Page Interactive Data File (formatted in the Inline XBRL and contained in Exhibit 101).     ** Filed herewith   31 Table of Contents   SIGNATURES   Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.       NATIONAL RESEARCH CORPORATION                 Date: May 7, 2021 By: /s/ Michael D. Hays        Michael D. Hays       Chief Executive Officer (Principal Executive Officer)                           Date: May 7, 2021  By: /s/ Kevin R. Karas       Kevin R. Karas Senior Vice President Finance, Treasurer, Secretary and Chief Financial Officer (Principal Financial and Accounting Officer)       32