8-K 1 cmw244.txt CURRENT REPORT SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 _______________________ FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 _______________________ Date of Report (Date of earliest event reported): November 4, 2003 National Research Corporation ----------------------------- (Exact name of registrant as specified in its charter) Wisconsin 0-29466 47-0634000 --------------- ---------------- ------------- (State or other (Commission File (IRS Employer jurisdiction of Number) Identification No.) incorporation) 1245 "Q" Street, Lincoln, Nebraska 68508 ---------------------------------------- (Address of principal executive offices, including zip code) (402) 475-2525 -------------- (Registrant's telephone number) Item 7. Financial Statements and Exhibits. ------ --------------------------------- (a) Not applicable. (b) Not Applicable. (c) Exhibits. The following exhibits are being furnished herewith: (99.1) Press Release of National Research Corporation, dated November 4, 2003. (99.2) Script for conference call, held November 5, 2003. Item 12. Results of Operations and Financial Condition. ------- --------------------------------------------- On November 4, 2003, National Research Corporation (the "Company") issued a press release announcing its earnings for the third quarter and nine months ended September 30, 2003. A copy of such press release is furnished as Exhibit 99.1 and is incorporated by reference herein. On November 5, 2003, the Company held a conference call in connection with the Company's announcement of its earnings for the third quarter and nine months ended September 30, 2003. A copy of the script for such conference call is furnished as Exhibit 99.2 and is incorporated by reference herein. An archive of such conference call and the related question and answer session will be available on the Company's web site at www.nationalresearch.com. Use of Non-GAAP Measures The Company reports its financial results of operations in accordance with accounting principles generally accepted in the United States ("GAAP"). The Company has also provided non-GAAP financial information to complement its consolidated financial statements presented in accordance with GAAP. The non-GAAP financial measures included in the Company's press release and conference call script are the Company's third quarter of 2002 revenues and net income per basic and diluted share, each excluding additional revenues and income recorded in connection with the initiation of the Veteran's Administration contract. In management's opinion, absent this exclusion, comparisons with the third quarter of 2003 and 2002 are not meaningful because earnings per share and revenues in the third quarter of 2002 were positively affected by the initiation of the Veteran's Administration contract, resulting in the recording of two quarters of revenues in the third quarter of 2002. The Company believes that providing revenues and net income per basic and diluted share excluding the extra revenues and income from the third quarter of 2002 results provides a more meaningful comparison of the Company's operational performance in the third quarter of 2003 to the third quarter of 2002. -2- 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 hereunto duly authorized. NATIONAL RESEARCH CORPORATION Date: November 5, 2003 By: /s/ Patrick E. Beans ----------------------------------------- Patrick E. Beans Vice President, Treasurer, Secretary and Chief Financial Officer -3- NATIONAL RESEARCH CORPORATION Exhibit Index to Current Report on Form 8-K Dated November 4, 2003 Exhibit Number ------ (99.1) Press Release of National Research Corporation, dated November 4, 2003. (99.2) Script for conference call, held November 5, 2003. -4-