Item 3. Quantitative and Qualitative Disclosures About Market Risk 24
Item 4. Controls and Procedures 24
PART II. OTHER INFORMATION
Item 1. Legal Proceedings 24
Item 1A. Risk Factors 24
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds 25
Item 5. Other Information 25
Item 6. Exhibits 26
Signatures 27
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Special Note Regarding Forward-Looking Statements
Certain matters discussed in this Quarterly Report on Form 10-Q are “forward-looking statements” within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended. These forward-looking statements can generally be identified as such because the context of the statement includes phrases such as NRC Health (“the Company,” “we,” “our,” “us” or similar terms) “believes,” “expects,” “may,” “could,” “anticipates,” “estimates,” “plans,” “creates,” “intends,” or the use of words such as “would,” “will,” “may,” “could,” “goal,” “focus,” or “should,” or other words of similar import. Similarly, statements that describe our future plans, objectives or goals are also forward-looking statements. In this Quarterly Report on Form 10-Q, statements regarding the value and utility of, and market demand for our service offerings, future opportunities for growth with respect to new and existing customers, our future ability to compete and the types of firms with which we will compete, future consolidation in the healthcare industry, future adequacy of our liquidity sources, future revenue sources, future revenue, expenses, and margins, future revenue estimates used to calculate total recurring contract value, the expected impact of economic factors, including interest rates and inflation, future capital expenditures, and the timing, amount, and sources of cash to fund such capital expenditures, future stock repurchases and dividends, the expected impact of pending claims and contingencies, the future outcome of uncertain tax positions, future non-cash charges related to executive equity awards, our future use of owned and leased real property, and the expected impact of global conflicts, among others, are forward-looking statements. Such forward-looking statements are subject to certain risks and uncertainties which could cause actual results or outcomes to differ materially from those currently anticipated. Factors that could affect actual results or outcomes include, without limitation, the following factors:
● The possibility of non-renewal of our customer service contracts, reductions in services purchased or prices, and failure to retain key customers;
● Our ability to compete in our markets, which are highly competitive with new market entrants and subject to consolidation among existing competitors, and the possibility of increased price pressure and expenses;
● The possibility that our solutions and technology do not perform as expected;
● The possibility that our acquisitions and partnerships do not achieve the increased demand/profitability expected;
● The likelihood that a pandemic will adversely affect our operations, sales, earnings, financial condition, and liquidity;
● The likelihood that global conflicts or tariffs will adversely affect our operations, sales, earnings, financial condition, and liquidity;
● The effects of an economic downturn;
● The impact of consolidation in the healthcare industry;
● The impact of federal healthcare and budget legislation, executive orders, cost-saving measures, and other regulatory changes;
● Our ability to attract and retain key managers and other personnel;
● The possibility that our intellectual property and other proprietary information technology could be copied or independently developed by our competitors;
● Our ability to maintain effective internal controls;
● The possibility for failures or deficiencies in our information technology platform;
● The possibility that we or our third-party providers could be subject to cyber-attacks, security breaches, or computer viruses; and
● The factors set forth under the caption “Risk Factors” in Part I, Item 1A of our Annual Report on Form 10-K for the year ended December 31, 2025, as such section may be updated or supplemented by Part II, Item 1A of our subsequently filed Quarterly Reports on Form 10-Q (including this Report) and various disclosures in our press releases, stockholder reports, and other filings with the Securities and Exchange Commission.
Shareholders, potential investors, and other readers are urged to consider these and other factors in evaluating the forward-looking statements and are cautioned not to place undue reliance on such forward-looking statements. The forward-looking statements included are only made as of the date of this Quarterly Report on Form 10-Q and we undertake no obligation to publicly update such forward-looking statements to reflect subsequent events or circumstances, except as required by the federal securities laws.
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PART I – Financial Information