NRC HEALTH 10-Q

ITEM 2. Unregistered Sales of Equity Securities and Use of Proceeds   In May 2022,our Board of Directors authorized the repurchase of up to 2,500,000 shares of Common Stock (the “2022 Program”).   Our Credit Agreement provides that, in order for us to pay dividends or repurchase our Common Stock, there must be no default or event of default existing or that would result from such payment and we must show that we would comply with the Credit Agreement’s fixed charge coverage ratio and consolidated cash flow leverage ratio after giving pro forma effect to such payment.   The table below summarizes repurchases of Common Stock during the three months ended September 30, 2022.   Period   Total Number of Shares Purchased     Average Price Paid per Share     Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs(1)     Maximum Number of Shares that May Yet Be Purchased Under the Plans or Programs                                     Jul 1 – Jul 31, 2022     -       -       -       2,074,652   Aug 1 – Aug 31, 2022     72,149       36.02       72,149       2,002,503   Sep 1 – Sep 30, 2022     14,986       35.69       14,986       1,987,517   Total     87,135               87,135             (1) We announced the 2022 Program on May 20, 2022, it provided for the repurchase of up to 2,500,000 shares of Common Stock, and it has no expiration date.   29 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) Certificate of Incorporation of National Research Corporation, effective June 30, 2021 [Incorporated by reference to Exhibit 3.3 to National Research Corporation ’ s Current Report on Form 8-K dated June 29, 2021, and filed on July 2, 2021 (File No. 001-35929)]     (3.2) Bylaws of National Research Corporation, as amended to date [Incorporated by reference to Exhibit 3.4 to National Research Corporation ’ s Current Report on Form 8-K dated June 29, 2021 and filed on July 2, 2021 (File No. 001-35929)]     (4.1) Certificate of Incorporation of National Research Corporation, effective June 30, 2021 [Incorporated by reference to Exhibit 3.3 to National Research Corporation ’ s Current Report on Form 8-K dated June 29, 2021, and filed on July 2, 2021 (File No. 001-35929)]     (4.2) Bylaws of National Research Corporation, as amended to date [Incorporated by reference to Exhibit 3.4 to National Research Corporation ’ s Current Report on Form 8-K dated June 29, 2021 and filed on July 2, 2021 (File No. 001-35929)]     (10.1)** First Amendment to Amended and Restated Credit Agreement between National Research Corporation and First National Bank of Omaha dated September 30, 2022     (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 September 30, 2022, 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   30 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: November 4, 2022 By: /s/ Michael D. Hays        Michael D. Hays       Chief Executive Officer (Principal Executive Officer)                           Date: November 4, 2022  By: /s/ Kevin R. Karas       Kevin R. Karas Senior Vice President Finance, Treasurer, Secretary and Chief Financial Officer (Principal Financial and Accounting Officer)     31