NRC HEALTH 10-Q

ITEM 2. Unregistered Sales of Equity Securities and Use of Proceeds   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.   The table below summarizes repurchases of common stock during the three months ended March 31, 2023.   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)     Maximum Number of Shares that May Yet Be Purchased Under the Plans or Programs                                     Jan 1 – Jan 31, 2023     44,721       39.81       44,721       1,879,723   Feb 1 – Feb 28, 2023     -       -       -       1,879,723   Mar 1 – Mar 31, 2023     4,575       42.02       4,575       1,875,148   Total     49,296               49,296             (1) The average price paid per share excludes excise tax incurred on stock repurchases. For the quarter ended March 31, 2023, excise tax expense totaled $11,000. (2) Shares were repurchased pursuant to the 2022 Program.   27 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)]     (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, 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.     (104) ** Cover Page Interactive Data File (formatted in the Inline XBRL and contained in Exhibit 101).   ** Filed herewith   28 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 5, 2023 By: /s/ Michael D. Hays        Michael D. Hays       Chief Executive Officer (Principal Executive Officer)                           Date: May 5, 2023  By: /s/ Kevin R. Karas       Kevin R. Karas Senior Vice President Finance, Treasurer, Secretary and Chief Financial Officer (Principal Financial and Accounting Officer)     29