NATIONAL RESEARCH CORP
10-Q, 1999-11-12
TESTING LABORATORIES
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                                  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 September 30, 1999

                                       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                                     47-063400
       (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 October 31, 1999:  7,050,000
shares



<PAGE>

                          NATIONAL RESEARCH CORPORATION

                                 FORM 10-Q INDEX

                    For the Quarter Ended September 30, 1999

                                                                       Page No.

PART I.    FINANCIAL INFORMATION

           Item 1.     Financial Statements

                       Condensed Balance Sheets                           3
                       Condensed Statements of Income (Loss)              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

PART II.   OTHER INFORMATION

           Item 2.     Changes in Securities and Use of Proceeds          11

           Item 6.     Exhibits and Reports on Form 8-K                   11

           Signatures                                                     12

           Exhibit Index                                                  13



                                      -2-

<PAGE>

                         PART I - Financial Information

ITEM 1   Financial Statements

                          NATIONAL RESEARCH CORPORATION
                            CONDENSED BALANCE SHEETS

                                                  September 30,   December 31,
                                                      1999           1998
                                                 --------------  --------------
                                                   (unaudited)
                    Assets
Current assets:
   Cash and cash equivalents                    $  1,116,228    $  4,887,712
   Investments in marketable debt
     securities                                   10,667,195       8,009,343
   Trade accounts receivable less
     allowance for doubtful
     accounts of $91,891 in 1999
     and $77,808 in 1998                           2,110,995       2,940,356
   Unbilled revenues                                 501,226       1,030,351
   Prepaid expenses and other                         71,257         165,037
   Deferred income taxes                             238,407         222,500
                                                ------------    ------------

             Total current assets                 14,705,308      17,255,299
                                                ------------    ------------

Property and equipment, net of
   accumulated depreciation and
   amortization                                    6,061,043       2,288,583
Deferred income taxes                                498,162         548,506
Other                                                 15,592          26,582
Goodwill and other intangibles, net
   of accumulated amortization                     5,894,812       6,160,209
                                                ------------    ------------

             Total assets                       $ 27,174,917    $ 26,279,179
                                                ============    ============

        Liabilities and Shareholders' Equity
Current liabilities:
   Notes payable, construction line of credit   $  1,940,000    $       --
   Purchase price payable                               --         2,650,000
   Current portion - notes payable                    30,754          30,754
   Accounts payable and accrued expenses           2,585,476       1,429,728
   Accrued wages, bonuses and profit sharing         622,583         907,743
   Income taxes payable                              459,431            --
   Billings in excess of revenues earned           3,069,838       3,283,462
                                                ------------    ------------

             Total current liabilities             8,708,082       8,301,687

Notes payable, net of current portion                 51,865          74,694
Bonuses and profit sharing accruals                   66,260         157,472
Other accrued expense                                226,124         310,793
                                                ------------    ------------

             Total long-term liabilities             344,249         542,959
                                                ------------    ------------

             Total liabilities                     9,052,331       8,844,646
                                                ------------    ------------

Shareholders' equity:
   Common stock, $.001 par value;
     authorized 20,000,000
     shares, issued and
     outstanding 7,305,000                             7,305           7,305
   Preferred stock, $.01 par value;
     authorized 2,000,000 shares, no
     shares issued and outstanding                      --              --
   Additional paid-in capital                     16,839,839      16,839,839
   Retained earnings                               2,585,036       1,734,983
   Treasury Stock, at cost;                          255,000
     shares in 1999; and 213,000 in 1998          (1,309,594)     (1,147,594)
                                                ------------    ------------

             Total shareholders' equity           18,122,586      17,434,533
                                                ------------    ------------

             Total liabilities and
               shareholders' equity             $ 27,174,917    $ 26,279,179
                                                ============    ============

See accompanying notes to condensed financial statements.

                                      -3-
<PAGE>
<TABLE>

                                           NATIONAL RESEARCH CORPORATION

                                       CONDENSED STATEMENTS OF INCOME (LOSS)
                                                    (Unaudited)
<CAPTION>

                                                                  Three months ended                 Nine months ended
                                                                    September 30,                      September 30,
                                                           ---------------------------------  ---------------------------------
                                                                1999              1998             1999              1998
                                                           ---------------   ---------------  ----------------  ---------------

<S>                                                      <C>               <C>              <C>               <C>
Revenues                                                 $      5,597,544  $      5,614,524 $      13,565,808 $      13,050,341
                                                           ---------------   ---------------  ----------------  ----------------

Operating expenses:
    Direct expenses                                             3,468,505         3,390,400         9,051,445        6,915,322
    Selling, general and administrative                         1,061,063         1,238,991         3,011,485        3,670,390
    Depreciation and amortization                                 202,611           126,417           550,833          244,773
    Acquired in-process research and
      development cost                                              -                 -                 -            2,737,542
    Severance charge                                                -                 -                 -              303,740
                                                           ---------------   ---------------  ----------------  ---------------

                Total operating expenses                        4,732,179         4,755,808        12,613,763       13,871,767
                                                           ---------------   ---------------  ----------------  ---------------

                Operating income (loss)                           865,365           858,716           952,045        (821,426)

Other income (expense)
    Interest income                                               129,072           174,594           413,087          692,124
    Interest expense                                              (1,924)           (3,635)           (6,317)          (4,938)
    Loss on sale of equipment                                    (20,996)             -              (22,106)            -
    Other, net                                                   (10,884)             -                    86            -
                                                           ---------------   ---------------  ----------------  ---------------

                Total other income                                 95,268           170,959           384,750          687,186
                                                           ---------------   ---------------  ----------------  ---------------

                Income (loss) before income taxes                 960,633         1,029,675         1,336,795        (134,240)

Income tax provision (benefit)                                    334,226           403,454           486,739         (37,671)
                                                           ---------------   ---------------  ----------------  ---------------

                Net income (loss)                                 626,407           626,221           850,056         (96,569)
                                                           ---------------   ---------------  ----------------  ---------------

Net income (loss) per share--basic
    and diluted                                          $           0.09 $            0.09 $            0.12 $         (0.01)
                                                           ===============  ================  ================  ===============

Weighted average shares and share equivalents
   outstanding--basic                                           7,050,000         7,305,000         7,060,861       7,305,000
                                                           ===============   ===============  ================  ================
Weighted average shares and share equivalents
   outstanding--basic and diluted                               7,051,389         7,305,000         7,062,250       7,305,000
                                                           ===============   ===============  ================  ================

</TABLE>

See accompanying notes to condensed financial statements.

                                      -4-
<PAGE>
<TABLE>
                          NATIONAL RESEARCH CORPORATION

                       CONDENSED STATEMENTS OF CASH FLOWS
                                   (Unaudited)
<CAPTION>
                                                                    Nine months ended
                                                                      September 30,
                                                              ------------------------------
                                                                  1999            1998
                                                              --------------  --------------

<S>                                                         <C>             <C>
Cash flows from operating activities:
    Net income (loss)                                       $       850,056 $      (96,569)
    Adjustments to reconcile net income
     to net cash
      Provided by operating activities:
        Depreciation and amortization                               568,565         244,773
        Acquired in-process research and
           development cost, net of tax                                -          1,669,309
        Loss  on disposal of assets                                  22,106           -
        Loss on sale of other investments                               144           -
        Changes in assets and liabilities,
          net of acquisition:
           Current assets                                         1,498,694       1,135,840
           Current liabilities                                      940,514       (465,591)
                                                              --------------  --------------

                  Net cash provided by
                   operating activities                          3,880,079       2,487,762
                                                              --------------  --------------

Cash flows from investing activities:
    Purchases of property and equipment                         (4,111,801)     (1,251,469)
    Acquisition, net of cash acquired                           (2,636,936)     (5,616,353)
    Accounts receivable - other                                       -           (402,878)
    Purchases of securities available-
     for-sale                                                   (12,604,996)     (8,332,133)
    Proceeds from the maturities of
     securities available-for-sale                                9,947,000       9,348,921
                                                              --------------  --------------

                  Net cash used in
                   investing activities                          (9,406,734)     (6,253,912)
                                                              --------------  --------------

Cash flows from financing activities:
    Proceeds from notes payable -
      construction line of credit                                1,940,000           -
    Payments on notes payable                                      (22,829)        (10,926)
    Purchase of treasury stock                                    (162,000)           -
                                                              --------------  --------------

                  Net cash provided by
                   (used in) financing activities                1,755,171        (10,926)
                                                              --------------  --------------

                  Net decrease in cash and
                   cash equivalents                              (3,771,484)     (3,777,076)

Cash and cash equivalents at beginning of period                  4,887,712       4,688,352
                                                              --------------  --------------

Cash and cash equivalents at end of period                  $     1,116,228 $       911,276
                                                              ==============  ==============

Supplemental disclosure of cash paid (received) for:

    Interest                                                $         6,317 $         4,938
                                                              ==============  ==============

    Taxes                                                   $      (10,019) $       931,447
                                                              ==============  ==============


</TABLE>

See accompanying notes to condensed financial statements.

                                      -5-
<PAGE>

                          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, 1998 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, 1998,
filed with the Securities and Exchange Commission in March 1999.

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 nine-month periods ended September 30, 1999 and 1998, respectively.

2.       LINE OF CREDIT

In connection with the construction and renovation of the new headquarters,  the
Company  entered  into a line  of  credit  arrangement  with a  local  financial
institution  that  provides  for  maximum  borrowings  of up to  $5,700,000.  At
September 30, 1999,  the Company had drawn  $1,940,000  under the line of credit
and had unused credit available of $3,760,000. The line of credit bears interest
at prime less one percent, which was 7.25% at September 30, 1999, and matures on
March 1, 2000.  Borrowings  under the line of credit are  secured by  marketable
securities.


                                      -6-
<PAGE>

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.

<TABLE>
<CAPTION>
                                                                        Percentage of Total Revenues
                                                           ------------------------------------------------------
                                                               Three months ended           Nine months ended
                                                                  September 30,                September 30,
                                                           -------------------------    -------------------------
                                                                1999         1998            1999         1998
                                                           -------------------------    -------------------------

<S>                                                              <C>        <C>               <C>        <C>
Revenues:                                                        100.0%     100.0%            100.0%     100.0%
                                                           -------------------------    -------------------------

Operating expenses:
    Direct expenses                                               62.0       60.4              66.7       53.0
    Selling, general and administrative                           19.0       22.1              22.2       28.1
    Depreciation and amortization                                  3.6        2.3               4.1        1.9
    Acquired in-process research and development cost             --           --              --         21.0
    Severance charge                                              --           --              --          2.3
                                                           -------------------------    -------------------------
                  Total operating expenses:                       84.6       84.8              93.0      106.3
                                                           -------------------------    -------------------------

Operating income (loss)                                           15.4%      15.2%              7.0%      (6.3)%
                                                           =========================    =========================
</TABLE>


Three Months Ended  September 30, 1999 Compared to Three Months Ended  September
30, 1998

Total  revenues.  Total  revenues  were  flat in the  three-month  period  ended
September 30, 1999 compared to the three-month  period ended September 30, 1998,
both at $5.6 million.

Direct  expenses.  Direct  expenses  increased  2.3%  to  $3.5  million  in  the
three-month period ended September 30, 1999 from $3.4 million in the same period
during  1998.  The  increase  in  direct  expenses  in the 1999  period  was due
primarily  to direct  software  conversion  costs of  $360,000.  The decrease in
fieldwork  expense of  $153,000  and the  decrease  in  printing  and postage of
$143,000 offset part of the increase in direct software conversion costs. Direct
expenses increased as a percentage of total revenues to 62.0% in the three-month
period ended  September 30, 1999, from 60.4% during the same period of 1998. The
increase in direct expenses as a percentage of total revenues were due primarily
to  expenses  associated  with the  Company's  planned  conversion  of  internal
software  (which has not been  completed).  Direct  expenses as a percentage  of
total revenue are expected to remain at levels  similar to the 1999 period until
the internal  software  conversion is completed,  which the Company  anticipates
will occur in the fourth quarter of 1999.

Selling,   general   and   administrative   expenses.   Selling,   general   and
administrative  expenses  decreased  14.4% to $1.1  million for the  three-month
period ended  September  30, 1999 from $1.2 million for the same period in 1998.
This  decrease was  primarily  due to a decrease in marketing  costs of $82,000,
office supplies and postage of $50,000,  occupancy costs of $12,000, and payroll
expenses of $8,000.  These  decreases  were  partially  offset by an increase in
legal and  accounting  expenses of $38,000.  Sales,  general and  administrative
expenses  decreased  as  a  percentage  of  total  revenues  to  19.0%  for  the
three-month  period ended  September 30, 1999, from 22.1% for the same period in
1998.

                                      -7-
<PAGE>

Depreciation and amortization.  Depreciation and amortization expenses increased
60.3% to  $203,000  in the  three-month  period  ended  September  30, 1999 from
$126,000 in the same  period of 1998.  The  increase  was  primarily  due to the
acquisition of intangible assets of Healthcare  Research Systems Ltd. ("HRS") in
June  1998  and  the  internal   development  of  software.   Depreciation   and
amortization expenses as a percentage of total revenues increased to 3.6% in the
three-month  period ended  September  30, 1999,  from 2.3% in the same period of
1998.

Provision  for income taxes.  The  provision  for income taxes totaled  $334,000
(34.8% effective tax rate) for the three-month  period ended September 30, 1999,
as compared to $403,000  (39.2%  effective  tax  benefit) for the same period in
1998 due to lower expected state tax expense.


Nine Months Ended September 30, 1999 Compared to Nine Months Ended September 30,
1998

Total revenues.  Total revenues  increased 4.0% in the first nine months of 1999
to $13.6  million  from  $13.1  million in the first  nine  months of 1998.  The
increase was due primarily to an increase in revenue from  performance  tracking
services and custom research,  as well as syndicated services as a result of the
addition of new clients  and,  to a lesser  extent,  an increase in the scope of
existing tracking projects.

Direct  expenses.  Direct expenses  increased 30.9% to $9.1 million in the first
nine  months of 1999 from $6.9  million  in the first nine  months of 1998.  The
increase in direct expenses in the 1999 period was due to increases in labor and
payroll  expenses of $1,007,000,  direct software  conversion costs of $606,000,
fieldwork  expenses  of  $387,000,  printing,  postage  and office  supplies  of
$138,000, and rent expense of $50,000. Direct expenses increased as a percentage
of total  revenues to 66.7% in the first nine months of 1999,  from 53.0% during
the first nine months of 1998.  The increase in direct  expenses as a percentage
of total revenues were due primarily to expenses  associated  with the Company's
planned conversion of internal software (which has not been completed) and, to a
lesser extent, an increase use of telephone  methodology,  which increases labor
costs.  Direct  expenses as a percentage of total revenue are expected to remain
at levels similar to the 1999 period until the internal  software  conversion is
completed,  which the Company  anticipates  will occur in the fourth  quarter of
1999.

Selling,   general   and   administrative   expenses.   Selling,   general   and
administrative  expenses  decreased  18.0% to $3.0  million  for the first  nine
months  of 1999 from  $3.7  million  for the  first  nine  months of 1998.  This
decrease was primarily due to decreases of $290,000 related to payroll expenses,
marketing  costs of  $236,000,  office  supplies  and postage of $60,000.  These
decreases  were partially  offset by an increase in occupancy  costs of $37,000.
Selling,  general and administrative expenses decreased as a percentage of total
revenues  to 22.2% for the first nine  months of 1999,  from 28.1% for the first
nine months of 1998.

Depreciation and amortization.  Depreciation and amortization expenses increased
125.0% to $551,000  in the first nine months of 1999 from  $245,000 in the first
nine months of 1998.  This  increase was  primarily  due to the  acquisition  of
intangible assets of HRS in June 1998 and the internal  development of software.
Depreciation  and  amortization  expenses  increased  as a  percentage  of total
revenues to 4.1% in the first nine  months of 1999,  from 1.9% in the first nine
months of 1998.

Acquired  in-process  research and  development  cost and severance  charge.  In
connection  with the  acquisition  of HRS in June 1998,  the Company  incurred a
one-time,  non-recurring charge of $2.7 million for costs assigned to in-process
research and development  activities of the acquired company and severance costs
of  $304,000  for  duplicative  employees  of the  Company  as a  result  of the
acquisition.  The aggregate  charges to income net of taxes  associated with the
acquisition were approximately $1.9 million, or $0.26 per share.

Provision  for income taxes.  The  provision  for income taxes totaled  $487,000
(36.4%  effective tax rate) for the nine-month  period ended September 30, 1999,
as compared to a $38,000 tax benefit (27.8%  effective tax benefit) for the same
period in 1998.  The  increase  in  expense  is due to the  profit  for the 1999
period.

                                      -8-
<PAGE>

Liquidity and Capital Resources

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.

As of September  30,  1999,  the Company had cash and cash  equivalents  of $1.1
million and working capital of $6.0 million.

During the nine months ended  September  30, 1999,  the Company  generated  $3.9
million of net cash from  operating  activities,  as compared to $2.5 million of
net cash  generated  during the same period in the prior year.  The  increase 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 nine  months  ended  September  30,  1999,  net cash  used in  investing
activities was $9.4 million, as compared to net cash used of $6.3 million during
the same period in the prior year.  The 1999 increase in cash used was primarily
due to the purchase of an additional  $3.7 million of  securities  available for
sale. The 1999 investment in furniture, computer equipment, software and the new
headquarters  increased  $2.9  million  compared  to 1998,  while  cash used for
acquisition  related items  decreased  $3.4 million.  The Company's  investments
available-for-sale  consist  principally of United States government  securities
with  maturities of twelve months or less.  The 1998 net cash used was primarily
due to the acquisition of HRS in June 1998 for approximately  $5.6 million,  the
accounts  receivable-other related to the acquisition of $403,000 and investment
of $1.3  million in  furniture,  computer  equipment,  software  and  production
equipment to meet the expansion of the Company's  business,  which was partially
offset by the maturing of investments in debt securities available-for-sale.

Net cash provided by financing  activities  was $1.8 million for the nine months
ended  September 30, 1999, as compared to net cash used in financing  activities
of  $11,000  for the  same  period  in  1998.  Net cash  provided  by  financing
activities  for  1999 was a  result  of the  receipt  of $1.9  million  from the
construction line of credit for the renovation of the new headquarters, which is
expected  to be  refinanced  with  long-term  debt  once the  remodeling  of the
building is complete.  In connection with the construction and renovation of the
new headquarters,  the Company entered into a line of credit  arrangement with a
local  financial  institution  that  provides  for maximum  borrowings  of up to
$5,700,000.  Borrowings  under  the line of credit  are  secured  by  marketable
securities.

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 September  30, 1999 and as of December 31, 1998,  the
Company had $3.1 million and $3.3 million of deferred revenues, respectively. 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 September 30, 1999
and  December  31,  1998,  the Company had $501,000 and $1.0 million 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  transitions.  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 October 31, 1999, 10,000 shares under the new
authorization have been repurchased.

Year 2000

The Year 2000 ("Y2K") issue is the result of computer  systems using two digits,
as opposed to four digits,  to indicate the year. Such computer  systems will be
unable to  interpret  dates  beyond the year 1999,  which  could  cause a system
failure or other computer  errors,  leading to a disruption in  operations.  The
Company uses  software and related  technologies  throughout  its business  that
could be affected by the date change in Y2K.

                                      -9-
<PAGE>

At the end of 1997, an  independent  third party  conducted an assessment of the
Company's computer systems and, based on such assessment,  the Company developed
plans to address issues related to the impact of Y2K on its information systems.
The Company  believes that it has completed the assessment  phase for all of its
information  technology  systems and has made repairs or replacements  for those
systems that were not Y2K compliant.

Many of the  external  software  programs  used by the Company  were already Y2K
compliant.  The  remaining  software is currently  being  upgraded to new vendor
versions,  which, in addition to providing increased functionality,  address the
Y2K issue.

The Company's  internal software systems presented no Y2K compatibility  issues.
Most of the Company's  internal  hardware systems presented no Y2K compatibility
issues. The Company believes that it has upgraded its computer hardware that was
not Y2K compliant on an ongoing basis and all mission-critical  hardware will be
Y2K  compliant  before  the end of 1999.  The  software  used by the  Company to
deliver  information to its clients  contains no date related data or code other
than that related to licensing issues, and therefore, is not affected by the Y2K
issue.

Many of the services  sold by the Company  originate  from data  provided by the
Company's clients.  The Company generally does not use live data provided by its
clients,  instead the clients transmit member or patient information on a weekly
or monthly  basis.  As a result,  the Company's  ability to provide  services to
these  clients is dependent on whether such  clients'  systems for  transmitting
data to the Company are Y2K  compliant.  If a client cannot  transmit  member or
patient information to the Company, then the Company cannot provide its services
to the  client.  The Company has been  working  with its clients  during 1999 to
resolve Y2K issues that affect the transmission of data to the Company. However,
there can be no  assurance  that the failure of clients of the Company to be Y2K
compliant will not have a material adverse effect on the Company.

Contingency  planning to maintain various data collection  services in the event
of systems related  problems is a routine part of the Company's  operations.  As
discussed  above,  the Company will continue to work with its clients to resolve
Y2K issues that affect the  transmission of data to the Company.  To be prepared
to address  unexpected  occurrences,  the Company will finalize  during November
1999 its contingency plans to assess alternative methods to obtain data from its
clients.  The Company is also  identifying and considering  various Y2K specific
contingency  plans,  including  identification  of alternate vendors and service
providers.  There  can be no  assurance  the  alternative  vendors  and  service
providers will be available.

The current estimate of total Y2K compliance cost is under $100,000.  A majority
of these costs have been included in the ongoing  upgrading and  standardization
of the Company's systems.  Approximately $57,000 of such costs has been incurred
to date.  Based upon progress to date,  the Company does not believe that future
costs of Y2K compliance will materially  affect the Company's  operating results
or financial condition.

The estimated  costs of, and timetable  for,  becoming Y2K compliant  constitute
"forward-looking  statements"  as defined in the Private  Securities  Litigation
Reform Act of 1995.  Shareholders,  potential  investors  and other  readers are
cautioned that such  estimates are based on numerous  assumptions by management,
including  assumptions  regarding the accuracy of representations  made by third
parties concerning their compliance with Y2K issues and other factors.

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, 1998.


                                      -10-
<PAGE>

PART II - Other Information

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  were  reasonably  estimated  to be applied as
follows:

   1.   Temporary investments of United States government
        securities with maturities of two years or less               $4,530,002

   2.   Acquisition of HRS and related acquisition costs               8,549,588

   3.   The acquisition of a new headquarters building                 2,451,905

   4.   The repurchase of treasury stock                               1,309,594
                                                                      ----------
        Total proceeds to the Company                                $16,841,089
                                                                      ==========


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
September 30, 1999.


                                      -11-
<PAGE>

                                   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: November 12, 1999          By:/s/ Michael D. Hays
                                    -----------------------------------
                                        Michael D. Hays
                                        President and Chief Executive Officer



Date: November 12, 1999          By:/s/ Patrick E. Beans
                                    -----------------------------------
                                        Patrick E. Beans
                                        Vice President, Treasurer, Secretary and
                                        Chief Financial Officer (Principal
                                        Financial and Accounting Officer)


                                      -12-
<PAGE>

                          NATIONAL RESEARCH CORPORATION

                 EXHIBIT INDEX TO QUARTERLY REPORT ON FORM 10-Q
                For the Quarterly Period ended September 30, 1999

                                    Exhibit

(27)              Financial Data Schedule (EDGAR version only)


                                      -13-

<TABLE> <S> <C>

<ARTICLE>                     5
<LEGEND>
THE SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE FINANCIAL
STATEMENTS OF NATIONAL RESEARCH  CORPORATION AS OF AND FOR THE NINE MONTHS ENDED
SEPTEMBER  30,  1999 AND IS  QUALIFIED  IN ITS  ENTIRETY  BY  REFERENCE  TO SUCH
FINANCIAL STATEMENTS.
</LEGEND>
<MULTIPLIER>                                   1,000

<S>                             <C>
<PERIOD-TYPE>                   9-MOS
<FISCAL-YEAR-END>                              DEC-31-1999
<PERIOD-START>                                 JAN-01-1999
<PERIOD-END>                                   SEP-30-1999
<CASH>                                         1,116
<SECURITIES>                                   10,667
<RECEIVABLES>                                  2,203
<ALLOWANCES>                                   92
<INVENTORY>                                    0
<CURRENT-ASSETS>                               14,705
<PP&E>                                         7,118
<DEPRECIATION>                                 1,057
<TOTAL-ASSETS>                                 27,175
<CURRENT-LIABILITIES>                          8,708
<BONDS>                                        2,023
                          0
                                    0
<COMMON>                                       7
<OTHER-SE>                                     18,116
<TOTAL-LIABILITY-AND-EQUITY>                   27,175
<SALES>                                        0
<TOTAL-REVENUES>                               13,566
<CGS>                                          0
<TOTAL-COSTS>                                  9,051
<OTHER-EXPENSES>                               3,562
<LOSS-PROVISION>                               30
<INTEREST-EXPENSE>                             6
<INCOME-PRETAX>                                1,337
<INCOME-TAX>                                   487
<INCOME-CONTINUING>                            850
<DISCONTINUED>                                 0
<EXTRAORDINARY>                                0
<CHANGES>                                      0
<NET-INCOME>                                   850
<EPS-BASIC>                                  .12
<EPS-DILUTED>                                  .12


</TABLE>


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