-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, UKyMK6QIvG2yoWZNax2EdankouU6FwxVnyTf+RD+eLS8T594GBcpMYMXSW8fd5vz QbnQcsvOnDzYPkXUdW87HQ== /in/edgar/work/20000814/0000897069-00-000411/0000897069-00-000411.txt : 20000921 0000897069-00-000411.hdr.sgml : 20000921 ACCESSION NUMBER: 0000897069-00-000411 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20000630 FILED AS OF DATE: 20000814 FILER: COMPANY DATA: COMPANY CONFORMED NAME: NATIONAL RESEARCH CORP CENTRAL INDEX KEY: 0000070487 STANDARD INDUSTRIAL CLASSIFICATION: [8734 ] IRS NUMBER: 470634000 STATE OF INCORPORATION: WI FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-Q SEC ACT: SEC FILE NUMBER: 000-29466 FILM NUMBER: 696426 BUSINESS ADDRESS: STREET 1: 1033 O ST CITY: LINCOLN STATE: NE ZIP: 68508 BUSINESS PHONE: 4024752525 MAIL ADDRESS: STREET 1: 1033 O ST CITY: LINCOLN STATE: NE ZIP: 68508 10-Q 1 0001.txt NATIONAL RESEARCH CORPORATION FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2000 or [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from ________ to ________ Commission File Number 0-29466 ------- National Research Corporation ------------------------------------------------------ (Exact name of Registrant as specified in its charter) Wisconsin 47-0634000 ------------------------------- ------------------- (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 1033 "O" Street, Lincoln Nebraska 68508 -------------------------------------------------- (Address of principal executive offices) (Zip Code) (402) 475-2525 ---------------------------------------------------- (Registrant's telephone number, including area code) Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes _X_ No __ Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date. Common Stock, $.001 par value, outstanding as of July 31, 2000: 7,026,254 - -------------------------------------------------------------------------- shares - ------ NATIONAL RESEARCH CORPORATION FORM 10-Q INDEX For the Quarter Ended June 30, 2000 Page No. -------- PART I. FINANCIAL INFORMATION Item 1. Financial Statements Condensed Balance Sheets 3 Condensed Statements of Income 4 Condensed Statements of Cash Flows 5 Notes to Condensed Financial Statements 6 Item 2. Management's Discussion and Analysis of 7-10 Financial Condition and Results of Operations Item 3. Quantitative and Qualitative Disclosures About 10 Market Risk PART II. OTHER INFORMATION Item 1. Legal Proceedings 11 Item 2. Changes in Securities and Use of Proceeds 11 Item 4. Submission of Matters to a Vote of Security Holders 12 Item 6. Exhibits and Reports on Form 8-K 12 Signatures 13 Exhibit Index 14 -2- PART I - Financial Information ITEM 1 Financial Statements -------------------- NATIONAL RESEARCH CORPORATION CONDENSED BALANCE SHEETS
June 30, December 31, 2000 1999 ----------------- ------------------- (unaudited) Assets Current assets: Cash and cash equivalents $ 3,723,782 $ 1,149,587 Investments in marketable debt securities 7,623,519 10,876,608 Trade accounts receivable, less allowance for doubtful Accounts of $92,198 in 2000 and $63,098 in 1999 2,300,453 2,918,124 Unbilled revenues 1,065,964 622,610 Prepaid expenses and other 682,033 53,727 Deferred income taxes 213,580 215,018 ----------------- ------------------- Total current assets 15,609,331 15,835,674 ----------------- ------------------- Net property and equipment 10,760,513 7,525,943 ----------------- ------------------- Deferred income taxes 431,701 438,136 Goodwill and other intangibles, net of accumulated amortization 5,191,912 5,440,252 Other 11,515 15,592 ----------------- ------------------- Total assets $ 32,004,972 $ 29,255,597 ================= =================== Liabilities and Shareholders' Equity Current liabilities: Construction financing line of credit $ 5,700,000 $ 3,544,000 Current portion - notes payable 14,748 54,332 Accounts payable 1,815,087 1,680,385 Accrued wages, bonuses and profit sharing 582,081 669,900 Accrued expenses 770,563 1,132,934 Income taxes payable 15,491 234,533 Billings in excess of revenues earned 3,258,083 3,273,577 ----------------- ------------------- Total current liabilities 12,156,053 10,589,661 Notes payable, net of current portion 12,693 20,324 Bonuses, profit sharing accruals and other accrued expenses 79,245 79,245 ----------------- ------------------- Total liabilities 12,247,991 10,689,230 ----------------- ------------------- Shareholders' equity: Preferred stock, $.01 par value; authorized 2,000,000 shares, no shares issued and outstanding - - Common stock, $.001 par value; authorized 20,000,000 Shares, issued 7,316,096 in 2000 and 7,305,000 in 1999 7,316 7,305 Outstanding 7,017,396 in 2000 and 7,006,300 in 1999 Additional paid-in capital 16,886,298 16,839,839 Retained earnings 4,354,436 3,210,292 Treasury stock, at cost; 298,700 shares in 2000 and 1999 (1,491,069) (1,491,069) ----------------- ------------------- Total shareholders' equity 19,756,981 18,566,367 ----------------- ------------------- Total liabilities and shareholders' equity $ 32,004,972 $ 29,255,597 ================= ===================
See accompanying notes to condensed financial statements. -3- NATIONAL RESEARCH CORPORATION CONDENSED STATEMENTS OF INCOME (Unaudited)
Three months ended Six months ended June 30, June 30, --------------------------------- --------------------------------- 2000 1999 2000 1999 -------------- --------------- --------------- --------------- Revenues $ 4,638,336 $ 4,305,341 $ 9,093,159 $ 7,968,264 -------------- --------------- --------------- --------------- Operating expenses: Direct expenses 2,466,033 3,005,639 5,032,944 5,582,940 Selling, general and administrative 1,087,063 1,045,928 2,138,616 1,950,422 Depreciation and amortization 346,834 179,111 610,568 348,222 -------------- --------------- --------------- --------------- Total operating expenses 3,899,930 4,230,678 7,782,128 7,881,584 -------------- --------------- --------------- --------------- Operating income 738,406 74,663 1,311,031 86,680 Other income: Net interest income 185,427 131,187 352,014 279,623 Other, net (7,321) 2,110 (22,838) 9,859 -------------- --------------- --------------- --------------- Total other income 178,106 133,297 329,176 289,482 -------------- --------------- --------------- --------------- Income before income taxes 916,512 207,960 1,640,207 376,162 Income tax provision 266,129 85,233 496,062 152,513 -------------- --------------- --------------- --------------- Net income 650,383 122,727 1,144,145 223,649 ============== =============== =============== =============== Net income per share--basic and diluted $ .09 $ .02 $ .16 $ .03 ============== =============== =============== =============== Weighted average shares and share equivalents outstanding--basic 7,012,922 7,055,824 7,009,638 7,066,301 ============== =============== =============== =============== Weighted average shares and share equivalents outstanding--diluted 7,061,860 7,056,585 7,058,576 7,067,062 ============== =============== =============== ===============
See accompanying notes to condensed financial statements. -4- NATIONAL RESEARCH CORPORATION CONDENSED STATEMENTS OF CASH FLOWS (Unaudited)
Six months ended June 30, ----------------------------- 2000 1999 ------------- ------------- Cash flows from operating activities: Net income $ 1,144,145 $ 223,649 Adjustments to reconcile net income to net cash Provided by operating activities: Depreciation and amortization 629,476 359,698 Deferred income taxes 7,873 32,823 Loss on sale of property and equipment 23,417 1,110 Loss on sale of other investments 43 144 Changes in assets and liabilities: Trade accounts receivable 617,671 712,528 Unbilled revenues (443,354) 223,745 Prepaid expenses and other (624,229) (598,606) Accounts payable (185,837) 578,211 Accrued expenses, wages, bonuses, and profit sharing (398,191) (286,714) Income taxes payable (219,042) 127,752 Billings in excess of revenues earned (15,494) 1,264,403 ------------- ------------- Net cash provided by operating activities 536,478 2,638,743 ------------- ------------- Cash flows from investing activities: Purchases of property and equipment (3,409,401) (2,883,003) Proceeds from sale of property and equipment 6,500 - Purchases of securities available-for-sale (8,270,663) (5,807,754) Proceeds from the maturities of securities available-for-sale 11,523,709 6,503,000 ------------- ------------- Net cash used in investing activities (149,855) (2,187,757) ------------- ------------- Cash flows from financing activities: Borrowings under line of credit 2,156,000 - Payments on notes payable (14,898) (15,038) Proceeds from exercise of stock options 46,470 - Payment of purchase price payable - (2,650,000) Purchase of treasury stock - (162,000) ------------- ------------- Net cash provided (used) in financing activities 2,187,572 (2,827,038) ------------- ------------- Net increase (decrease) in cash and cash equivalents 2,574,195 (2,376,052) Cash and cash equivalents at beginning of period 1,149,587 4,887,712 ------------- ------------- Cash and cash equivalents at end of period $ 3,723,782 $ 2,511,660 ============= ============= Supplemental disclosure of cash paid for: Interest, including capitalized interest of $176,575 in 2000 $ 179,002 $ 4,393 ============= ============= Taxes $ 304,900 $ (10,845) ============= =============
See accompanying notes to condensed financial statements. -5- NATIONAL RESEARCH CORPORATION Notes to Condensed Financial Statements 1. INTERIM FINANCIAL REPORTING The condensed balance sheet of National Research Corporation (the "Company") at December 31, 1999 was derived from the Company's audited balance sheet as of that date. All other financial statements contained herein are unaudited and, in the opinion of management, include all adjustments (consisting only of normal recurring adjustments) the Company considers necessary for a fair presentation of financial position, results of operations and cash flows in accordance with generally accepted accounting principles. Certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted. These condensed financial statements should be read in conjunction with the financial statements and notes thereto that are included in the Company's Form 10-K for the fiscal year ended December 31, 1999, filed with the Securities and Exchange Commission in March 2000. Other than its net income, the Company's only other source of comprehensive income is unrealized gains or losses on marketable debt securities. However, other comprehensive income from marketable debt securities is not significant for the six-month periods ended June 30, 2000 and 1999, respectively. -6- ITEM 2 MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS Results of Operations The following table sets forth, for the periods indicated, selected financial information derived from the Company's condensed financial statements, expressed as a percentage of total revenues. The trends illustrated in the following table may not necessarily be indicative of future results. The discussion that follows the table should be read in conjunction with the condensed financial statements. Percentage of Total Revenues --------------------------------------- Three months ended Six months Ended June 30, June 30, ------------------- ------------------- 2000 1999 2000 1999 ------------------- ------------------- Revenues: 100.0% 100.0% 100.0% 100.0% =================== =================== Operating expenses: Direct expenses 53.2 69.8 55.3 70.0 Selling, general and administrative 23.4 24.3 23.5 24.5 Depreciation and amortization 7.5 4.2 6.7 4.4 ------------------- ------------------- Total operating expenses: 84.1 98.3 85.5 98.9 ------------------- ------------------- Operating income 15.9% 1.7% 14.5% 1.1% =================== =================== Three Months Ended June 30, 2000 Compared to Three Months Ended June 30, 1999 Total revenues. Total revenues increased 7.7% in the three month period ended June 30, 2000 to $4.6 million from $4.3 million in the three month period ended June 30, 1999. The increase was primarily due to an increase in scope of work from existing clients and to a lesser extent, the addition of new clients. Direct expenses. Direct expenses decreased 18.0% to $2.5 million in the three-month period ended June 30, 2000 from $3.0 million in the same period during 1999. The decrease in direct expenses in the 2000 period was primarily due to the investment in technology which resulted in decreases in labor and payroll expenses of $149,000 and printing and postage of $114,000, as well as a decrease in fieldwork and fees of $276,000 due to the timing of work in 1999. Direct expenses decreased as a percentage of total revenues to 53.2% in the three month period ended June 30, 2000 from 69.8% during the same period of 1999. Direct expenses as a percentage of total revenues for the balance of 2000 are expected to rise some but remain at levels lower than 1999. Selling, general and administrative expenses. Selling, general and administrative expenses increased 3.9% to $1,087,000 for the three-month period ended June 30, 2000 from $1,046,000 for the same period in 1999. This increase was primarily due to an increase in salaries and benefits expense of $130,000. This increase was offset by decreases in rent and repair expenses of $54,000, and contract services of $46,000. Selling, general, and administrative expenses decreased as a percentage of total revenues to 23.4% for the three month period ended June 30, 2000 from 24.3% for the same period in 1999 due to the increase in revenue without a related increase in selling, general, and administrative expenses. -7- Depreciation and amortization. Depreciation and amortization expenses increased 93.6% to $347,000 in the three-month period ended June 30, 2000 from $179,000 in the same period of 1999. The increase is primarily due to the additional amortization of software and computer equipment. Depreciation and amortization expenses as a percentage of total revenues increased to 7.5% in the three-month period ended June 30, 2000, from 4.2% in the same period of 1999. Provision for income taxes. The provision for income taxes totaled $266,000 (29.0% effective tax rate) for the three-month period ended June 30, 2000 as compared to $85,000 tax provision (40.0% effective tax rate) for the same period in 1999. The increase in expense is due to the higher profit for the 2000 period. The effective tax rate was lower in 2000 due to certain federal income tax credits. Six Months Ended June 30, 2000 Compared to Six Months Ended June 30, 1999 Total revenues. Total revenues increased 14.1% in the six month period ended June 30, 2000 to $9.1 million from $8.0 million in the six month period ended June 30, 1999. The increase was primarily due to an increase in scope of work from existing clients and to a lesser extent, the addition of new clients. Direct expenses. Direct expenses decreased 9.9% to $5.0 million in the six-month period ended June 30, 2000 from $5.6 million in the same period during 1999. The decrease was primarily due to the investment in technology which resulted in decreases in labor and payroll expenses of $203,000, printing and postage expenses of $168,000, software conversion of $105,000, fieldwork and fees of $56,000, and telephone expenses of $12,000. Direct expenses decreased as a percentage of total revenues to 55.3% in the six month period ended June 30, 2000 from 70.0% during the same period of 1999. Direct expenses as a percentage of total revenues for the balance of 2000 are expected to rise some but remain at levels lower than in 1999. Selling, general and administrative expenses. Selling, general and administrative expenses increased 9.6% to $2.1 million for the six-month period ended June 30, 2000 from $2.0 million for the same period in 1999. This increase was primarily due to an increase in salaries and benefits expense of $233,000, legal and accounting expenses of $39,000, computer support, license and equipment expenses of $34,000, and travel and meal expenses of $18,000. These increases were offset by decreases in rent and repairs of $92,000, contract services of $81,000, and marketing costs of $26,000. Selling, general, and administrative expenses decreased as a percentage of total revenues to 23.5% for the six month period ended June 30, 2000 from 24.5% for the same period in 1999 due to the increase in revenue without a related increase in selling, general and administrative expenses. Depreciation and amortization. Depreciation and amortization expenses increased 75.3% to $611,000 in the six-month period ended June 30, 2000 from $348,000 in the same period of 1999. Depreciation and amortization expenses as a percentage of total revenues increased to 6.7% in the six-month period ended June 30, 2000, from 4.4% in the same period of 1999. The increase is primarily due to the additional amortization of software and computer equipment. Provision for income taxes. The provision for income taxes totaled $496,000 (30.2% effective tax rate) for the six-month period ended June 30, 2000 as compared to $153,000 tax provision (40.0% effective tax rate) for the same period in 1999. The increase in expense is due to the higher profit for the 2000 period. The effective tax rate was lower in 2000 due to certain federal income tax credits. Liquidity and Capital Resources -8- The Company's principal source of funds historically has been cash flow from its operations. The Company's cash flow has been sufficient to provide funds for working capital and capital expenditures, with the exception of the renovation of the new office building. As of June 30, 2000, the Company had cash and cash equivalents of $3.7 million and working capital of $3.5 million. During the six months ended June 30, 2000, the Company generated $536,000 of net cash from operating activities as compared to $2.6 million of net cash generated during the same period in the prior year. The decrease in cash flow was mainly due to the timing of collections of accounts receivable and the timing of costs incurred in advance of billings on certain projects. For the six months ended June 30, 2000, net cash used in investing activities was $150,000 as compared to $2.2 million during the same period in the prior year. The 2000 decrease in cash used was primarily due to the net of proceeds from the maturities of securities available-for-sale over the purchase of securities available-for-sale of $3.3 million, which was offset by the purchase of property and equipment of $3.4 million (primarily related to the new office building). The Company plans to spend an additional $700,000 during the remainder of 2000 to renovate the new building. Following renovation, the Company intends to move its headquarters in September 2000. The Company expects to secure long-term financing on the building for approximately $5.8 million. The 1999 net cash used in investing activities was primarily due to the purchase and renovation of a new building for $1.7 million, and investment of $1.2 in furniture, computer equipment, software and production equipment to meet the expansion of the Company's business and by the proceeds of maturities of securities available-for-sale. Net cash generated in financing activities was $2.2 million compared to the $2.8 million of net cash used for the six months ended June 30, 2000 and 1999, respectively. The increase in cash provided by financing activities during 2000 was due to the receipt of construction financing and the 1999 payment of $2.7 million in purchase price related to the acquisition of Healthcare Research Systems. The Company typically bills clients for projects before they have been completed. Billed amounts are recorded as billings in excess of costs or deferred revenue on the Company's financial statements and are recognized as income when earned. As of June 30, 2000 and as of December 31, 1999, the Company had $3.3 million of deferred revenues. In addition, when work is performed in advance of billing, the Company records this work as a cost in excess of billings or unbilled revenue. At June 30, 2000 and December 31, 1999, the Company had $1.1 million and $623,000 of unbilled revenues, respectively. Substantially all deferred and unbilled revenues will be earned and billed, respectively, within 12 months of the respective period ends. In October 1998, the Company announced plans to repurchase up to 245,000 shares of common stock in the open market or in privately negotiated transactions. The Company repurchased 245,000 shares between October 1998 and March 1999. In April 1999, the Board of Directors of the Company authorized the repurchase of an additional 150,000 shares. As of July 31, 2000, 53,700 shares under the new authorization had been repurchased. Accounting Pronouncements In June 1998, the Financial Accounting Standards Board ("FASB") issued Statement of Financial Accounting Standards No. 133, Accounting for Derivative Instruments and Hedging Activities ("SFAS 133"). SFAS 133 requires that all derivatives be recognized as either assets or liabilities in the balance sheet and measured at their fair value. If certain conditions are met, a derivative may be specifically designed as (i) a hedge of the exposure to changes in the fair value of a recognized asset or liability or an unrecognized firm commitment, -9- (ii) a hedge of the exposure to variable cash flows of a forecasted transaction or (iii) a hedge of the foreign currency exposure of a net investment in a foreign operation, an unrecognized firm commitment, an available-for-sale securit or a foreign currency denominated forecasted transaction. SFAS 133, as amended by Statement of Financial Accounting Standards No. 137, is effective for all fiscal quarters of fiscal years beginning after June 15, 2000. The Company does not expect the effect of SFAS 133 to be significant to its financial reporting. On December 3, 1999, the Securities and Exchange Commission ("SEC") Staff issued Staff Accounting Bulletin (SAB) No. 101, Revenue Recognition in Financial Statements. SAB No. 101 summarizes certain of the Staff's views in applying generally accepted accounting principles to revenue recognition in financial statements. SAB No. 101 covers a broad range of topics, some of which include revenue recognition for "bill and hold" arrangements, accounting for refundable and nonrefundable up-front fees, accounting for multiple element arrangements, contingent rentals and gross and net reporting of revenues from internet sales. As amended by SAB 101A and SAB 101B, the effective date for calendar year-end companies is no later than the quarter beginning October 1, 2000. The Company has not determined what effects, if any, the adoption of SAB No. 101 will have on its financial reporting. FASB Interpretation No. 44, Accounting for Certain Transactions involving Stock Compensation, an interpretation of APB Opinion No. 25, was issued in March 2000. Interpretation No. 44 clarifies the application of APB Opinion No. 25 for certain issues, some of which include grants to nonemployees, criteria for determining whether a plan is noncompensatory, modifications to the terms of previously fixed grants or awards, and accounting for the stock compensation awards issued in connection with a business combination. Except for certain provisions relating to the modification of existing fixed awards and grants of stock options to nonemployees, the effects of applying the Interpretation No. 44 are recognized on a prospective basis beginning July 1, 2000. The Company does not believe that the adoption of Interpretation No. 44 will be significant to its financial reporting. ITEM 3 Quantitative and Qualitative Disclosures About Market Risk ---------------------------------------------------------- The Company has not experienced any material changes in its market risk exposures since December 31, 1999. -10- PART II - Other Information ITEM 1 Legal Proceedings ----------------- The Company filed a $4 million counter suit to a lawsuit filed in May 2000 in the United States District Court for the District of Nebraska by Cap Gemini America, Inc., the software developer of the Company's QualPro technology (a proprietary system that automates the creation and processing of surveys). Cap Gemini is suing the Company for approximately $1.1 million due under a consulting agreement between the two firms. The Company has withheld a portion of the consulting fee because of Cap Gemini's failure to fulfill the terms of the consulting agreement, creating a costly delay in the roll-out of QualPro and necessitating considerable expense on the part of the Company to make the software perform as required. The Company believes it has a strong case and that the outcome of the lawsuit will have little or no impact on the operations or financial condition of the Company. ITEM 2 Changes in Securities and Use of Proceeds ----------------------------------------- (a) Not applicable. (b) Not applicable. (c) Not applicable. (d) The Company's Registration Statement on Form S-1 (Registration No. 333-33273) (the "Registration Statement") relating to the offer and sale (the "Offering") of an aggregate of 2,415,000 shares of Common Stock was declared effective by the Securities and Exchange Commission on October 9, 1997. Of the 2,415,000 shares of Common Stock registered under the Registration Statement, 1,250,000 shares were sold by the Company and 1,165,000 shares (including 315,000 shares sold pursuant to the exercise of an over-allotment option granted to the underwriters) were sold by a certain shareholder of the Company, Michael D. Hays (the "Selling Shareholder"). During the fourth quarter of 1997, all of the shares of Common Stock registered were sold in the Offering at a price of $15.00 per share, for an aggregate price of $18,750,000 and $17,475,000 for the shares of Common Stock sold by the Company and the Selling Shareholder, respectively. After deducting the underwriting discount of $1.05 per share, the Selling Shareholder received net proceeds equal to $16,251,750 and the Company received net proceeds equal to $17,437,500 less expenses of $596,411 incurred in connection with the Offering. The net proceeds to the Company are reasonably estimated to be applied as follows: 1. Temporary investments of United States government securities with maturities of two years or less $0 2. Acquisition of HRS and related acquisition costs 8,549,588 3. The acquisition of a new headquarters building 6,880,432 4. The repurchase of treasury stock 1,491,069 --------- Total proceeds to the Company, $16,841,089 =========== -11- ITEM 4 Submission of Matters to a Vote of Security Holders --------------------------------------------------- The Company held its annual meeting of shareholders on April 27, 2000. At such meeting, Michael D. Hays and John N. Nunnelly were reelected as directors of the Company for a term to expire at the 2003 annual meeting of shareholders and until their successors are duly elected and qualified pursuant to the following votes: Michael D. Hays - 6,891,266 shares voted for, 31,300 withholding authority, 0 abstentions and 0 broker non-votes; John N. Nunnelly - 6,891,266 shares voted for, 31,300 withholding authority, 0 abstentions, and 0 broker non-votes. The other directors of the Company whose terms of office continued after the 2000 annual of shareholders are as follows: term expiring at the 2001 annual meeting - Patrick E. Beans; and term expiring at the 2002 annual meeting - Paul C. Schorr, III. ITEM 6 Exhibits and Reports on Form 8-K -------------------------------- (a) Exhibit Number Description -------------- ------------ (27) Financial Data Schedule (EDGAR version only) (b) Reports on Form 8-K ------------------- There were no reports on Form 8-K filed during the quarter ended June 30, 2000. -12- 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: August 10, 2000 By: /s/ Michael D. Hays ----------------------------------------- Michael D. Hays President and Chief Executive Officer Date: August 10, 2000 By: /s/ Patrick E. Beans ----------------------------------------- Patrick E. Beans Vice President, Treasurer, Secretary and Chief Financial Officer (Principal Financial and Accounting Officer) -13- NATIONAL RESEARCH CORPORATION EXHIBIT INDEX TO QUARTERLY REPORT ON FORM 10-Q For the Quarterly Period ended June 30, 2000 Exhibit ------- (27) Financial Data Schedule (EDGAR version only) -14- EX-27 2 0002.txt FINANCIAL DATA SCHEDULE
5 THE SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE NATIONAL RESEARCH CORPORATION'S FINANCIAL STATEMENTS AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS. 1000 6-MOS DEC-31-2000 JAN-01-2000 JUN-30-2000 3,724 7,623 2,393 92 0 15,609 12,426 1,666 32,005 12,156 13 0 0 7 19,749 32,005 0 9,093 0 5,033 2,749 39 (352) 1,640 496 1,144 0 0 0 1,144 .16 .16
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