NRC HEALTH
For the period ended Mar 31, 2026. Filed May 6, 2026.
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A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.
Mar 31, 2026 · Filed May 6, 2026
NRC$25.86+1.5%Stored close · as of Nov 6, 2026
What changed in Management’s Discussion and Analysis?
Read the current filingPrevious report: 10-Q
Period ended 2025-09-30; filed 2025-11-07.
0001437749-25-033793
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsCurrent report: 10-Q
Period ended 2026-03-31; filed 2026-05-06.
0001437749-26-015083
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsThe baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.
Compared 49 previous paragraphs and 58 current paragraphs.
14 unchanged; 22 reworded; 22 added; 13 removed; 0 previous and 0 current paragraphs rearranged.
Tables are not compared: 3 previous and 5 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.
A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.
Added paragraphs (22)
Current report
*Revenue.*Revenue in the 2026 period increased compared to the 2025 period by $1.3 million. This was mainly from $0.6 million higher recurring revenue from existing customers compared to the prior year, and $0.5 million higher revenue from new customers, compared to the prior year.
Current report
Direct expenses. Direct expenses consist primarily of salaries and employee benefits, employee travel and lodging, materials, contract labor, third party software subscription costs, hosted customer conferences, and other direct expenses associated with revenue. Personnel costs within direct expenses are associated with individuals in product delivery, customer support, thought leadership, conference support, technology infrastructure, and product development. Direct expenses represented 39% of revenue for both 2026 and 2025. Direct expenses increased to $13.6 million in 2026 from $13.1 million in 2025, primarily driven by higher third‑party software subscription costs and increased spending on IT contractor services related to continued investments in technology and development.
Current report
Selling, general, and administrative expenses. Selling, general, and administrative expenses consist of salaries and employee benefits, commission and amortization of deferred commission, stock-based compensation, employee travel and lodging, third party software subscription and platform costs, marketing costs, facility expenses, office expenses, fees for professional services, provision for credit losses, and other operational expenses. Personnel costs within selling, general, and administrative expenses are associated with individuals in sales, marketing, accounting, business development, human resources, administrative, product development, internal information systems, and executive management. Selling, general, and administrative expenses increased to $13.4 million for the three months ended March 31, 2026, from $10.4 million for the same period in 2025. The increase was primarily driven by $1.4 million of higher stock‑based compensation related to executive leadership and approximately $0.5 million of executive salary expense that was not present in the prior‑year period. The remaining increase was attributable to higher computer software subscription expenses to support ongoing technology investments, regulatory-related accruals, and the timing of corporate‑related expenses.
Current report
Operating income and margin. Operating income decreased in the 2026 period compared to the 2025 period due to the increased compensation related to our executive leadership transition and increased investment in technology.
Current report
Recent Developments
Current report
In April 2026, the Compensation and Talent Committee of our Board of Directors approved amendments to equity awards granted to certain executives in 2025. The amendments eliminated the Company’s right to repurchase the shares underlying these awards if the executives’ employment terminated under certain circumstances prior to the third anniversary of the respective grant dates. The impacted executives were also awarded bonuses intended to cover their anticipated tax obligations in connection with these amendments.
Current report
The amendments and related bonuses are expected to result in approximately $9.4 million of expense during the second quarter of 2026, consisting of (i) approximately $6.5 million of non-cash accelerated equity compensation expense, substantially all of which would otherwise have been recognized ratably through the second quarter of 2028, and (ii) approximately $2.9 million of cash bonus expense, primarily related to tax payments. The Company’s effective tax rate for the second quarter and the remainder of 2026 is expected to be impacted by the non-deductibility of these amounts. The acceleration of equity compensation expense eliminates the impact of these awards on future periods.
Current report
Non-GAAP Financial Measures
Current report
In addition to consolidated GAAP financial measures, we review various non-GAAP financial measures that management believes to be important in the evaluation of its operating results and performance, including “Adjusted Net Income,” “Adjusted Earnings per Share,” “Adjusted EBITDA,” “Adjusted EBITDA Margin,” “Free Cash Flow,” and “Free Cash Flow Margin.”
Current report
We believe Adjusted Net Income, Adjusted Earnings per Share, Adjusted EBITDA, and Adjusted EBITDA Margin are helpful supplemental measures to assist management and investors in evaluating our operating results as (i) they exclude certain items that are unusual in nature or whose fluctuation from period to period do not necessarily correspond to changes in the operations of our business, and (ii) the exclusion of non-cash stock compensation is useful for investors applying certain valuation metrics and is consistent with the leverage ratio for our credit facility. Adjusted Net Income represents net income adjusted to add back certain management bonuses and non-cash stock compensation and the related tax. Adjusted EBITDA represents net income before interest, taxes, depreciation, amortization, certain management bonuses, and non-cash stock compensation items. Adjusted EBITDA Margin represents Adjusted EBITDA divided by our revenue.
Current report
We consider Free Cash Flow to be a measure that provides useful information to management and investors about our liquidity. Free Cash Flow does not represent residual cash flow available for discretionary expenditures. We define Free Cash Flow as net cash provided by operating activities less capital expenditures. Free Cash Flow Margin represents Free Cash Flow divided by our revenue.
Current report
We view Adjusted Net Income, Adjusted Earnings per Share, Adjusted EBITDA, Adjusted EBITDA Margin, Free Cash Flow, and Free Cash Flow Margin as operating performance measures. As such, we believe the most directly comparable GAAP financial measures to Adjusted Net Income and Adjusted Earnings per Share are GAAP Net Income and GAAP Earnings per Share, respectively, the most directly comparable GAAP financial measure to Adjusted EBITDA and Adjusted EBITDA Margin is GAAP Net Income and GAAP Net Income Margin, and the most directly comparable GAAP financial measure to Free Cash Flow and Free Cash Flow Margin is GAAP Net Cash Provided by Operating Activities and GAAP Net Cash Provided by Operating Activities Margin.
Current report
Non-GAAP measures are supplemental financial measures of our performance and should not be considered substitutes for net income, earnings per share, or any other measure derived in accordance with GAAP. This information should be read only in conjunction with our condensed consolidated financial statements prepared in accordance with GAAP. There are limitations to these non-GAAP financial measures because they are not prepared in accordance with GAAP and may not be comparable to similarly titled measures of other companies due to potential differences in methods of calculation and items or events being adjusted. In addition, other companies may use different measures to evaluate their performance, all of which could reduce the usefulness of our non-GAAP financial measures as tools for comparison. A reconciliation is provided below for each non-GAAP financial measure to the most directly comparable financial measure stated in accordance with GAAP.
Current report
Adjusted Net Income and Adjusted Earnings per Share
Current report
The following table presents a reconciliation of GAAP net income and GAAP earnings per share to adjusted net income and adjusted earnings per share, respectively, for each of the periods indicated (in thousands excluding earnings per share):
Current report
Adjusted EBITDA and Adjusted EBITDA Margin
Current report
The following table presents a reconciliation of GAAP net income and GAAP net income margin to adjusted EBITDA and adjusted EBITDA margin, respectively, for each of the periods indicated (in thousands):
Current report
Free Cash Flow and Free Cash Flow Margin
Current report
The following table presents a reconciliation of GAAP net cash provided by operating activities and net cash provided by operating activities margin to free cash flow and free cash flow margin, respectively, for each of the periods indicated (in thousands):
Current report
Our material cash requirements include the following contractual and other obligations:
Current report
Dividends
Current report
In March 2026, our Board of Directors approved a stock repurchase program authorizing the repurchase up to $60.0 million of our outstanding common stock through March 31, 2028 (the “2026 Program”). Under this authorization, may repurchase shares from time to time in the open market, through privately negotiated transactions, and/or other means in compliance with the Securities and Exchange Act of 1934 and the rules and regulations thereunder. Open market repurchases may be structured to occur in accordance with the requirements of Rule 10b-18 under the Exchange Act. The Company may also, from time to time, enter into Rule 10b5-1 plans to facilitate repurchases of shares of common stock under this authorization. The timing, manner, price, and amount of any repurchases will be determined by the Company at its discretion, and will depend on a variety of factors, including business, economic and market conditions, prevailing stock prices, corporate and regulatory requirements, and other considerations. The repurchase program may be suspended or discontinued at any time.
Removed paragraphs (13)
Previous report
Effective September 29, 2025, Shane Harrison began serving as our Executive Vice President and Chief Financial Officer. Mr. Harrison brings a strong background in finance and strategic planning, most recently serving as Senior Vice President – Corporate Finance and Investor Relations at PowerSchool, a leading K-12 education SaaS provider. Upon the effectiveness of Mr. Harrison’s appointment as Chief Financial Officer he became our principal financial officer and Michael D. Hays, the Company’s Chairman, ceased serving as our principal financial officer.
Previous report
*Revenue.*Revenue in the 2025 period decreased compared to the 2024 period by $1.2 million. This was mainly from decreased recurring revenue of $1.6 million in our existing client base, partially offset by an increase in revenue from new clients of $0.3 million. We view Total Recurring Contract Value, or TRCV, a measure of revenue under all renewable contracts for their respective renewal periods, as a leading indicator of revenue expectations. Our TRCV metric represents the total revenue projected under all renewable contracts for their respective next renewal periods, assuming no upsells, downsells, price increases, or cancellations, measured as of the most recent quarter end. TRCV increased slightly in the fourth quarter of 2024 and increased further sequentially in each of the first, second, and third quarters of 2025. There is a lag between changes in TRCV (next twelve months) and revenue (trailing twelve months). Generally, if we are able to sustain growth in TRCV, we would expect revenue growth to follow within the next few quarters (and vice versa). However, intervening events, such as upsells, downsells, price increases, or cancellations, may affect this general expectation.
Previous report
Direct expenses. Variable expenses decreased $1.8 million in the 2025 period compared to the 2024 period primarily due to lower conference costs due to the timing of our annual Human Understanding Beyond (HUB) event which occurred in the fourth quarter of 2025 compared to the third quarter of 2024. Variable expenses as a percentage of revenue were 14% and 19% in the 2025 and 2024 periods, respectively. Fixed expenses decreased $1.1 million primarily due to decreased salary and benefit costs from workforce reduction and automation implemented in the fourth quarter of 2024.
Previous report
Selling, general and administrative expenses. Selling, general and administrative expenses increased in the 2025 period compared to the 2024 period primarily due to increased salary and benefits of $1.1 million and legal and accounting expenses of $0.3 million. The increase in salaries and benefits is primarily due to implementing new compensation arrangements in 2025 for our CEO and executive leaders. These increases were partially offset by decreased marketing expenses of $0.5 million.
Previous report
Provision for income taxes and effective tax rate. The effective tax rate increased in the 2025 period compared to the 2024 period primarily due to deductible limitations on executive compensation related to cash bonuses in the second quarter of 2025. The provision for income taxes increased due to the increase in the effective tax rate partially offset by the decrease in income before income taxes.
Previous report
Nine Months Ended September 30, 2025, Compared to Nine Months Ended September 30, 2024
Previous report
*Revenue.*Revenue in the 2025 period decreased compared to the 2024 period by $4.0 million. This was mainly from decreased recurring revenue of $5.0 million in our existing client base, partially offset by an increase in revenue from new clients of $1.1 million.
Previous report
Direct expenses. Variable expenses decreased $1.8 million in the 2025 period compared to the 2024 period primarily from lower conference expenses due to the timing of our annual Human Understanding Beyond (HUB) event which occurred in the fourth quarter of 2025 compared to the third quarter of 2024 and lower data collection expenses. Variable expenses as a percentage of revenue were 15% and 16% in the 2025 and 2024 periods, respectively. Fixed expenses decreased $2.3 million primarily due to decreased salary and benefit costs from workforce reduction and automation implemented in the fourth quarter of 2024 partially offset by increased computer equipment and supplies to support product development.* *We expect to continue to invest in providing innovative solutions to our clients, which could cause direct expenses to fluctuate as a percentage of revenue.
Previous report
Selling, general and administrative expenses. Selling, general and administrative expenses increased in the 2025 period compared to the 2024 period primarily due to increased salary and benefits, including stock compensation expense, of $8.6 million and legal and accounting expenses of $0.6 million. The increase in salaries and benefits is primarily due to implementing new compensation arrangements for our CEO and executive leaders. These increases were partially offset by decreased marketing expenses of $2.3 million and reduced recruiting expenses of $0.4 million.
Previous report
Depreciation and amortization. Depreciation and amortization expenses increased in 2025 compared to the 2024 period due to increased depreciation on our building and furnishings due to our building renovations completed during 2025 and increased intangible amortization from the Nobl acquisition.
Previous report
Total other expense. Total other expense increased in the 2025 period compared to the 2024 period primarily due to higher interest expense of $1.5 million mainly from higher borrowings outstanding on our Delayed Draw Term Loan, partially offset by lower average borrowings and interest rates on the Revolving Loan.
Previous report
On July 4, 2025, the One Big Beautiful Bill Act was signed into law in the U.S., which contains a broad range of tax reform provisions affecting businesses. We are evaluating the full effects of the legislation on our estimated annual effective tax rate and cash tax position, but we do not expect that the legislation will have a material impact on our financial statements.
Previous report
In April 2025 our Board of Directors approved a stock repurchase authorization of up to 1.0 million shares of our common stock (the “2025 Program”). We are authorized to repurchase shares of our outstanding common stock from time-to-time on the open market or in privately negotiated transactions, provided that the maximum dollar amount repurchased shall not exceed $20 million without further consent. The timing and amount of stock repurchases will depend on a variety of factors, including market conditions as well as corporate and regulatory considerations. The stock repurchase authorization may be suspended, modified, or discontinued at any time and we have no obligation to repurchase any amount of our common stock in connection with the repurchase authorization. The repurchase authorization has no set expiration date. The authorization follows our recent repurchase of all shares remaining under the prior repurchase authorization.
Reworded paragraphs (22)
Previous wording
The following discussion of our results of operations and financial conditions should be read in conjunction with our condensed consolidated financial statements and related notes appearing elsewhere in this Quarterly Report on Form 10-Q.
Current wording
The following discussion of our results of operations and financial condition should be read in conjunction with our condensed consolidated financial statements and related notes appearing elsewhere in this Quarterly Report on Form 10-Q.
Previous wording
We have led the charge to humanize healthcare and support organizations in their understanding of each unique individual. Our commitment to Human Understanding® helps leading healthcare systems get to know each person they serve not as point-in-time insights, but as an ongoing relationship. Guided by its uniquely empathic heritage, our patient-focused approach, unmatched market research, and emphasis on consumer preferences are transforming the healthcare experience, leading to strong outcomes for patients and health systems.
Current wording
Our purpose is to humanize healthcare and support organizations in their understanding of each unique individual. Our commitment to Human Understanding® helps leading healthcare systems improve their operations through understanding each person they serve not as point-in-time insights, but as an ongoing relationship. Our end-to-end solutions enable our customers to understand what matters most to each person they serve – before, during, after, and beyond clinical encounters – to gain a longitudinal understanding of how life and health intersect, with the goal of developing lasting, trusting relationships. Our ability to measure what matters most and systematically capture, analyze, and deliver insights based on self-reported information from patients, families, and consumers is critical in today’s healthcare market. We believe access to, analysis of, and acting on our extensive individual-driven information is increasingly valuable as healthcare providers need to better understand and engage the people they serve to create long-term relationships, build loyalty, and improve processes.
Previous wording
Our portfolio of Artificial Intelligence (“AI”)-enabled subscription-based solutions provides actionable information and analysis to healthcare organizations across a range of mission-critical, constituent-related elements, including patient experience, service recovery, care transitions, employee engagement, reputation management, rounding, and brand loyalty. We partner and engage deeply with clients across the continuum of healthcare services and believe this cross-continuum positioning is a unique and an increasingly important capability as evolving payment models drive healthcare providers and payers towards a more collaborative and integrated service model. We believe access to and analysis of our extensive consumer-driven information is increasingly valuable as healthcare providers need to better understand and engage the people they serve to create long-term relationships and build loyalty.
Current wording
Our portfolio of subscription-based solutions provides actionable information and analysis to healthcare organizations across a range of mission-critical, constituent-related elements, including patient experience, service recovery, care transitions, employee engagement, reputation management, and brand loyalty. We partner with customers across the continuum of healthcare services and believe this cross-continuum positioning is a unique and an increasingly important capability as the evolving healthcare landscape drives its constituents towards a more collaborative and integrated service model.
Previous wording
Depreciation and amortization. Depreciation and amortization expenses increased in 2025 compared to the 2024 period due to increased depreciation on our building and related furnishings due to our building renovations being completed during 2025.
Current wording
Depreciation and amortization. Depreciation and amortization expenses increased in the 2026 period compared to the 2025 period due to the completion of our headquarters building renovations in June 2025.
Previous wording
Total other expense. Total other expense increased in the 2025 period compared to the 2024 period primarily due to higher interest expense of $0.8 million mainly from higher borrowings outstanding on our Delayed Draw Term Loan, partially offset by lower average borrowings and interest rates on the Revolving Loan.
Current wording
Total other expense. Total other expense increased in the 2026 period compared to the 2025 period due to higher interest expense due to a higher balance on the Delayed Draw Term Loan.
Previous wording
*Provision for income taxes and effective tax rate.*The provision for income taxes decreased due to the decrease in income before income taxes, partially offset by the increase in the effective tax rate. The effective tax rate increased in the 2025 period compared to the 2024 period primarily due to deductible limitations on executive compensation related to cash bonuses in the second quarter of 2025.
Current wording
Provision for income taxes and effective tax rate. Provision for income taxes decreased in the 2026 period compared to the 2025 period primarily due to decreased taxable income, partially offset by an increase in the effective tax rate. The effective tax rate increased in the 2026 period due to executive compensation subject to the deductibility limitations under Section 162(m), which did not affect the effective tax rate in the first quarter of 2025.
Previous wording
Total Recurring Contract Value. TRCV at September 30, 2025 was higher compared to September 30, 2024, primarily due to the growth in new subscription product sales, which was partially offset by customer subscription losses and reductions.
Current wording
Total Recurring Contract Value (TRCV). TRCV at March 31, 2026, was higher compared to March 31, 2025, primarily due to sales to new and existing customers and to improved retention of contracts with existing customers. We view TRCV as a leading indicator of our future revenue trends. TRCV represents the total annualized contract value of recurring amounts under customer contracts that are in effect or contractually committed as of the most recent quarter-end and are expected to be in force over the subsequent 12 months, based on contractual pricing and term provisions. TRCV is calculated using contracted recurring fees and assumes no upsells, downsells, price changes, early terminations, or non-renewals, unless we have been notified of such changes by the customer as of the measurement date. TRCV is an operating metric and is not a measure of revenue recognized under U.S. GAAP. The timing and amount of revenue we recognize under ASC 606 may differ from the pattern implied by TRCV due to allocation of transaction price and the timing of satisfaction of performance obligations. As a result, there is typically a lag between changes in TRCV and changes in our reported revenue. Generally, if we are able to sustain growth in TRCV, we would expect revenue growth to follow within subsequent periods, although intervening factors may affect this relationship.
Previous wording
Our Board of Directors has established priorities for capital allocation, which prioritize funding of innovation and growth investments, including merger and acquisition activity, as well as internal projects. The secondary priority is capital allocation for quarterly dividends and share repurchases.
Current wording
Our Board of Directors has established priorities for capital allocation, which include funding of innovation and growth investments, including merger and acquisition activity as well as internal projects, and returning capital to shareholders through dividends and share repurchases.
Previous wording
As of September 30, 2025, our principal sources of liquidity included $2.2 million of cash and cash equivalents, up to $30 million of unused borrowings under our Revolving Loan, and an additional $27.6 million on our Delayed Draw Term Loan, excluding the accordion feature.
Current wording
As of March 31, 2026, our principal sources of liquidity included $2.5 million of cash and cash equivalents, up to $30.0 million of unused borrowings under our Revolving Loan and an additional $27.6 million on our Delayed Draw Term Loan.
Previous wording
Our cash flows from operating activities consist of net income adjusted for non-cash items including depreciation and amortization, deferred income taxes, share-based compensation, reserve for uncertain tax positions, loss on extinguishment of debt, change in fair value of contingent consideration, and the effect of working capital changes. Cash provided by operating activities for the nine months ended September 30, 2025 decreased compared to the nine months ended September 30, 2024, primarily due to the decrease in net income, and working capital changes that reduced cash flow. Working capital changes mainly consisted of changes in trade accounts receivable and prepaid expenses and other current assets primarily due to the timing of our annual business insurance and other service agreements. These reductions in cash flow were partially offset by changes in accrued expenses, wages and bonuses, deferred revenue and income taxes payable and receivable mainly due to the timing of payments. Accounts receivable and deferred revenue vary based on the timing and frequency of billings and payments on customer agreements.
Current wording
Our cash flows from operating activities primarily consist of net income adjusted for non-cash items including depreciation and amortization, deferred income taxes, share-based compensation, and the effect of working capital changes. Cash provided by operating activities increased primarily due to working capital changes, partially offset by a decrease in net income. Working capital changes were mainly driven by trade accounts receivable and prepaid expenses primarily due to timing of billings and payments, and higher deferred revenue. Cash provided by operating activities was also partially offset by an increase in net income net of non-cash items.
Previous wording
We had a working capital deficit of $18.2 million and $16.3 million on September 30, 2025 and December 31, 2024, respectively. The change was primarily due to decreases in cash and cash equivalents and increases in accrued wages and bonuses, deferred revenue, and income taxes payable. These changes were partially offset by increases in accounts receivable and prepaid expenses primarily due to the timing of our annual business insurance payment and other service agreements, and decreases in the current portion of our long-term debt and accrued expenses. Cash and cash equivalents decreased mainly due to the repurchase of shares of our common stock for treasury, payments for building renovations and dividend paid on common stock. Accrued expenses vary due to the timing of payments. Trade accounts receivable increased due to timing of billing and collections. Our working capital is significantly impacted by our large deferred revenue balances which will vary based on the timing and frequency of billings on annual agreements. Notwithstanding our working capital deficit on September 30, 2025, we believe that our existing sources of liquidity, including cash and cash equivalents, borrowing availability, and operating cash flows will be sufficient to meet our projected capital and debt maturity needs for the foreseeable future.
Current wording
We had a working capital deficit of $18.5 million and $16.4 million on March 31, 2026, and December 31, 2025, respectively. The change was primarily due to decreases in cash and cash equivalents and increases in accounts payable, deferred revenue, and income taxes payable. Cash and cash equivalents decreased mainly due to the payment of dividends and the repurchase of shares of our common stock for treasury. The decrease in cash and cash equivalents was partially offset by cash from operating activities. Our working capital is significantly impacted by our large deferred revenue balances which will vary based on the timing and frequency of billings on annual agreements. Notwithstanding our working capital deficit on March 31, 2026, we believe that our existing sources of liquidity, including cash and cash equivalents, borrowing availability, and operating cash flows will be sufficient to meet our projected capital and debt maturity needs for the foreseeable future.
Previous wording
Cash used in investing activities primarily consisted of purchases of property and equipment including computer software and hardware, building improvements, and furniture and equipment.
Current wording
Cash used in investing activities primarily consisted of capitalized internal-use software and purchases of property and equipment including computer software and hardware, building improvements, and furniture and equipment.
Previous wording
Cash used in financing activities primarily consisted of repurchases of our common stock for treasury, payment of dividends on common stock, payments on our Revolving Loan, and payoff of our Former Term Loan. These were partially offset by net borrowings under our Delayed Draw Term Loan.
Current wording
Cash used in financing activities consisted of payments of dividends on our common stock, payments on our Delayed Draw Term Loan, repurchases of common stock, and cash to pay contingent consideration related to our 2024 acquisition of Nobl Health.
Previous wording
Cash dividends of $8.3 million were paid in the nine months ended September 30, 2025. Dividends of $2.7 million were declared in the three months ended September 30, 2025, and paid in October 2025. The dividends were paid from cash on hand and borrowings on our Revolving Loan. Our board of directors considers whether to declare a dividend and the amount of any dividends declared on a quarterly basis.
Current wording
Cash dividends of $3.6 million were paid in the three months ended March 31, 2026. Additional dividends of $3.6 million were declared in the three months ended March 31, 2026, and paid in April 2026. The dividends were paid from cash on hand and borrowings on our Revolving Loan. Our Board of Directors considers whether to declare a dividend and the amount of any dividends declared on a quarterly basis.
Previous wording
We paid cash of $9.6 million for capital expenditures in the nine months ended September 30, 2025. These expenditures consisted mainly of building renovations to our headquarters and computer software development for our product portfolio solutions.
Current wording
We paid cash of $1.8 million for capital expenditures in the three months ended March 31, 2026. These expenditures consisted primarily of computer hardware and software and costs related to software development for our Human Understanding® solutions.
Previous wording
Our Credit Agreement includes (i) a $30.0 million revolving credit facility (the “Revolving Loan”) and (ii) a $110.0 million delayed draw-down term facility (the “Delayed Draw Term Loan” and, together with the Revolving Loan, the “Credit Facilities”). The Delayed Draw Term Loan includes an accordion feature that, so long as no event of default exists or would exist after giving effect to such increase, allows us to request an increase in the Delayed Draw Term Loan of up to the lesser of (x) $25.0 million and (y) our EBITDA as of the preceding four fiscal quarters, exercisable in increments of $10.0 million (or the remaining available amount of the accordion, if less). We may use the Delayed Draw Term Loan to fund permitted future business acquisitions, repurchases of our common stock, capital expenditures, or payment of dividends and the Revolving Loan to fund ongoing working capital needs and for other general corporate purposes.
Current wording
Our credit agreement (the “Credit Agreement”), includes (i) a $30.0 million revolving credit facility (the “Revolving Loan”) and (ii) a $110.0 million delayed draw-down term facility (the “Delayed Draw Term Loan” and, together with the Revolving Loan, the “Credit Facilities”). The Delayed Draw Term Loan includes an accordion feature that, so long as no event of default exists or would exist after giving effect to such increase, allows us to request an increase in the Delayed Draw Term Loan of up to the lesser of (x) $25.0 million and (y) our EBITDA as of the preceding four fiscal quarters, exercisable in increments of $10.0 million (or the remaining available amount of the accordion, if less). We may use the Delayed Draw Term Loan to fund permitted future business acquisitions, repurchases of our common stock, capital expenditures, or payment of dividends and the Revolving Loan to fund ongoing working capital needs and for other general corporate purposes.
Previous wording
Interest accrues and is payable monthly at a floating rate equal to the one-month Term SOFR plus a percentage per annum determined by our cash flow leverage ratio, ranging from 2.25% to 2.75% (6.63% at September 30, 2025).
Current wording
Interest accrues and is payable monthly at a floating rate equal to the one-month Term SOFR plus a percentage per annum determined by our cash flow leverage ratio, ranging from 2.25% to 2.75% (6.02% at March 31, 2026).
Previous wording
The outstanding balance on the Delayed Draw Term Loan was $80.4 million at September 30, 2025. Principal amounts outstanding are due and payable monthly during the term of the Delayed Draw Term Loan, in equal monthly installments to amortize the aggregate outstanding principal balance by (i) 5% during each of the first three years and (ii) 7.5% during each of the fourth and fifth years following the date of such loan. All outstanding principal and interest on the Delayed Draw Term Loan are due and payable in full at the maturity date, February 6, 2030. We had the availability to borrow an additional $27.6 million on the Delayed Draw Term Loan at September 30, 2025, excluding the accordion feature.
Current wording
The outstanding balance on the Delayed Draw Term Loan was $78.4 million at March 31, 2026. Principal amounts outstanding are due and payable monthly during the term of the Delayed Draw Term Loan, in equal monthly installments to amortize the aggregate outstanding principal balance by (i) 5% during each of the first three years and (ii) 7.5% during each of the fourth and fifth years following the date of such loan. All outstanding principal and interest on the Delayed Draw Term Loan are due and payable in full at the maturity date, February 6, 2030. We had the availability to borrow an additional $27.6 million on the Delayed Draw Term Loan at March 31, 2026, excluding the accordion feature.
Previous wording
Principal amounts outstanding under the Revolving Loan are due and payable in full at maturity at February 6, 2028. As of September 30, 2025, we had no borrowings outstanding and the availability to borrow $30.0 million on the Revolving Loan. Our weighted average short-term borrowings for the three month periods ended September 30, 2025 and 2024, were $1.1 million and $8.0 million, respectively. Our weighted average short-term borrowings for the nine month periods ended September 30, 2025 and 2024, were $3.8 million and $9.0 million, respectively. The weighted average interest rate on short-term borrowings during the three month periods ended September 30, 2025 and 2024, was 6.68% and 7.65%, respectively. The weighted average interest rate on short-term borrowings during the nine month periods ended September 30, 2025 and 2024, was 6.67% and 7.67%, respectively.
Current wording
Principal amounts outstanding under the Revolving Loan are due and payable in full at maturity at February 6, 2028. As of March 31, 2026, we had no borrowings outstanding and the availability to borrow $30.0 million on the Revolving Loan. Our weighted average short-term borrowings for the three-month periods ended March 31, 2026, and 2025 were $1.9 million and $2.0 million, respectively. The weighted average interest rate on short-term borrowings during the three-month periods ended March 31, 2026, and 2025 was 6.04% and 6.67%, respectively.
Previous wording
We have lease arrangements for certain computer, office, printing, and inserting equipment as well as office space. As of September 30, 2025, we had fixed lease payments of $514,000 and $10,000 for operating and finance leases, respectively payable within 12 months.
Current wording
We have lease arrangements for certain computer, office, printing, and mail inserting equipment as well as office and data center space. As of March 31, 2026, we had fixed lease payments of $493,000 and $8,000 for operating and finance leases, respectively payable within 12 months.
Previous wording
The liability for gross unrecognized tax benefits related to uncertain tax positions was $2.4 million as of September 30, 2025. See Note 3, "Income Taxes", to the Condensed Consolidated Financial Statements contained in this report for income tax related information.
Current wording
The liability for gross unrecognized tax benefits related to uncertain tax positions was $2.3 million as of March 31, 2026. See Note 3, "Income Taxes", to the Condensed Consolidated Financial Statements contained in this report for income tax related information.
Previous wording
During the three months ended September 30, 2025, we repurchased 618,264 shares of our common stock under the 2025 Program for an aggregate of $9.3 million. As of September 30, 2025, there are no remaining shares authorized for repurchase under the 2025 Program.
Current wording
During the three months ended March 31, 2026, we repurchased 109,701 shares of our common stock for an aggregate of $1.9 million.