Note 10 - Subsequent Event

3 Months Ended

Mar. 31, 2018

Notes to Financial Statements

Subsequent Events [Text Block]

10. SUBSEQUENT EVENT

On

April 16, 2018,

the shareholders of the Company approved, among other things, an amendment to the Company’s Amended and Restated Articles of Incorporation (the "Articles") to effect a recapitalization (the “Recapitalization”) pursuant to which each share of the Company’s class B common stock will be exchanged for

one

share of the Company’s class A common stock plus

$19.59

in cash, without interest. On

April 17, 2018,

the Company filed an amendment to its Articles effecting the Recapitalization and then a further amendment and restatement of the Company’s Articles which resulted in the elimination of the Company’s class B common stock and the reclassification of the Company’s class A common stock as a share of Common Stock, par value

$0.001

per share (“Common Stock”). The Company issued

3,617,615

shares of class A common stock and paid

$72.6

million in exchange for all class B shares outstanding and to settle outstanding share based awards for class B common stock. The Common Stock continues to trade on The NASDAQ Global Market under the revised symbol “NRC.”

In connection with the Recapitalization, on

April 18, 2018,

the Company entered into a credit agreement (the “Credit Agreement”) with First National Bank of Omaha, a national banking association (“FNB”), providing for (i) a revolving credit facility in an initial aggregate principal amount of

$15,000,000

(the “Line of Credit”), (ii) a term loan facility in an initial aggregate principal amount of up to

$40,000,000

(the “Term Loan”) and (iii) a separate delayed draw-down term facility in aggregate principal amount of

$15,000,000

(the “Delayed Draw Term Loan” and, together with the Line of Credit and the Term Loan, the “Credit Facilities”). The Company (A) used the Term Loan to fund, in part, the cash portion paid to holders of class B common stock in connection with the Recapitalization and the accompanying exchange of outstanding equity awards tied to the class B common stock, as well as for the costs of the Recapitalization, (B)

may

use the Delayed Draw Term Loan to fund any permitted future business acquisitions or repurchasing of the Company’s Common Stock and (C) will use the Line of Credit to fund ongoing working capital needs and for other general corporate purposes, including to pay the fees and expenses incurred in connection with the Recapitalization and the Credit Agreement. Borrowings under the Line of Credit and the Delayed Draw Term Loan, if any, bear interest at a floating rate equal to the

30

day London Interbank Offered Rate plus

225

basis points (

4.15%

at

April 18, 2018).

The Term Loan bears interest at

5%

and principal and accrued interest are payable monthly during the

five

year term. The Credit Agreement is collateralized by substantially all of the Company’s assets and is subject to certain restrictive and financial covenants.