National Research Corp Enters Material Agreement

TL;DR

NRC just signed a big deal, creating a new financial obligation. Details in 8-K.

AI Summary

On February 6, 2025, National Research Corporation (NRC) entered into a material definitive agreement, which also created a direct financial obligation for the registrant. The filing details are provided in an 8-K report filed on February 10, 2025.

Why It Matters

This filing indicates a significant new contractual commitment or financial obligation for National Research Corporation, which could impact its future financial performance and operations.

Risk Assessment

Risk Level: medium — Entering into material definitive agreements and creating financial obligations can introduce new risks related to performance, financing, and market conditions.

Key Players & Entities

• NATIONAL RESEARCH CORP (company) — Registrant
• February 6, 2025 (date) — Date of earliest event reported
• February 10, 2025 (date) — Filing date
• 0000070487 (company) — Central Index Key
• 47-0634000 (company) — IRS Employer Identification No.
• 1245 Q Street, Lincoln, Nebraska 68508 (company) — Principal executive offices address
• 4024752525 (company) — Business phone number

FAQ

Key Financial Figures

• $30,000,000 — The Credit Agreement provides for (i) a $30,000,000 revolving credit facility (the "Revolvi
• $110,000,000 — ility (the "Revolving Loan") and (ii) a $110,000,000 delayed draw-down term facility ("the "
• $25,000,000 — aw Term Loan of up to the lesser of (x) $25,000,000 and (y) the Company's EBITDA as of the
• $10,000,000 — quarters, exercisable in increments of $10,000,000 (or the remaining available amount of t
• $3,500,000 — f Closing Date, there was approximately $3,500,000 outstanding under the Revolving Loan.
• $62,423,902.75 — lance of the Delayed Draw Term Loan was $62,423,902.75 (the "Closing Date Principal Balance").

Filing Documents

• nrc20250207_8k.htm (8-K) — 38KB
• ex_776166.htm (EX-10.1) — 588KB
• 0001437749-25-003231.txt ( ) — 880KB
• nrc-20250206.xsd (EX-101.SCH) — 3KB
• nrc-20250206_def.xml (EX-101.DEF) — 11KB
• nrc-20250206_lab.xml (EX-101.LAB) — 15KB
• nrc-20250206_pre.xml (EX-101.PRE) — 11KB
• nrc20250207_8k_htm.xml (XML) — 3KB

01

Item 1.01 Entry into a Material Definitive Agreement. On February 6, 2025 (the "Closing Date"), National Research Corporation, a Delaware corporation (the "Company"), entered into a credit agreement (the "Credit Agreement") with a group of lenders and First National Bank of Omaha, a national banking association, as agent, that amends and restates the terms of the Company's existing credit facility dated May 28, 2020, as amended. The Credit Agreement provides for (i) a $30,000,000 revolving credit facility (the "Revolving Loan") and (ii) a $110,000,000 delayed draw-down term facility ("the "Delayed Draw Term Loan" and, together with the Revolving Loan, the "Credit Facilities"). The Delayed Draw Term Loan includes an accordion feature that, so long as no event of default exists or would exist after giving effect to such increase, allows the Company to request an increase in the Delayed Draw Term Loan of up to the lesser of (x) $25,000,000 and (y) the Company's EBITDA as of the preceding four fiscal quarters, exercisable in increments of $10,000,000 (or the remaining available amount of the accordion, if less). Principal amounts outstanding under the Revolving Loan are due and payable in full at maturity, which shall be the third anniversary of the Closing Date. The Revolving Loan will bear interest (which shall accrue and be due on a monthly basis during the term of the Revolving Loan) at a floating rate equal to the one-month Term SOFR ("Term SOFR"), plus a percentage per annum determined by the Company's cash flow leverage ratio, ranging from 2.25% to 2.75%. As of Closing Date, there was approximately $3,500,000 outstanding under the Revolving Loan. Principal and accrued interest amounts outstanding under the Delayed Draw Term Loan are due and payable monthly during the term of the Delayed Draw Term Loan, which shall expire on the fifth anniversary of the Closing Date (the "Delayed Draw Term Loan Maturity Date"). The Delayed Draw Term Loan will bear interest a

03

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. The information set forth in Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 2.03.

Financial Statements and Exhibits

Financial Statements and Exhibits. (d) Exhibits. EXHIBIT NUMBER EXHIBIT DESCRIPTION 10.1* Credit Agreement dated February 6, 2025, between National Research Corporation, each lender from time to time party thereto, and First National Bank of Omaha, as Administrative Agent. 104 Cover Page Interactive Data File (embedded within the Inline XBRL document). * Schedules and similar attachments have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The Company agrees to furnish to the Securities and Exchange Commission ("SEC") a supplemental copy of any omitted schedule or attachment upon request by the SEC. SIGNATURE 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 hereunto duly authorized. NATIONAL RESEARCH CORPORATION (Registrant) Date: February 10, 2025 By: /s/ Michael D. Hays Michael D. Hays Chief Executive Officer

View Full Filing

View this 8-K filing on SEC EDGAR