Unregistered Sales of Equity Securities and Use of Proceeds
−Removed: In May 2022,our Board of Directors authorized the repurchase of up to 2,500,000 shares of Common Stock (the “2022 Program”).
+Added: In May 2022 our Board of Directors authorized 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.
−Removed: The table below summarizes repurchases of Common Stock during the three months ended September 30, 2022.
+Added: The table below summarizes repurchases of common stock during the three months ended March 31, 2023.
Average Price
8 unchanged sentences
Plans or Programs
−Removed: Jul 1 –
−Removed: Aug 1 –
−Removed: Sep 1 –
−Removed: 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.
+Added: Jan 1 –
+Added: Feb 1 –
+Added: Mar 1 –
+Added: The average price paid per share excludes excise tax incurred on stock repurchases.
+Added: For the quarter ended March 31, 2023, excise tax expense totaled $11,000.
+Added: Shares were repurchased pursuant to the 2022 Program.
The exhibits listed in the exhibit index below are filed as part of this Quarterly Report on Form 10-Q.
9 unchanged sentences
s Current Report on Form 8-K dated June 29, 2021 and filed on July 2, 2021 (File No.
−Removed: First Amendment to Amended and Restated Credit Agreement between National Research Corporation and First National Bank of Omaha dated September 30, 2022
Certification by the Chief Executive Officer pursuant to Rule 13a-14(a) or 15d-14(a) under the Securities Exchange Act of 1934
1 unchanged sentence
Written Statement of the Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C.
−Removed: 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):
+Added: Financial statements from the Quarterly Report on Form 10-Q of National Research Corporation for the quarter ended March 31, 2023, 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.
3 unchanged sentences
NATIONAL RESEARCH CORPORATION
−Removed: November 4, 2022
/s/ Michael D.
−Removed: Chief Executive Officer (Principal
−Removed: Executive Officer)
−Removed: November 4, 2022 
+Added: Chief Executive Officer
+Added: (Principal Executive Officer)
+Added: May 5, 2023 
Senior Vice President Finance,
3 unchanged sentences
Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.