National Research (NRC) 8-K/A Financial Statements and Exhibits

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 8-K/A
(Amendment No. 1)

CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): December 19, 2008

National Research Corporation
(Exact name of registrant as specified in its charter)

Wisconsin	0-29466	47-0634000
(State or other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

1245 Q Street, Lincoln, Nebraska	68508
(Address of Principal Executive Offices)	(Zip Code)

Registrant’s telephone number, including area code:(402) 475-2525

(Former name or former address if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

1

The undersigned registrant hereby amends Item 9.01 of its Current Report on Form 8-K dated December 19, 2008 to provide in its entirety as follows:

Item 9.01.Financial Statements and Exhibits.

(a) Financial Statements of Business Acquired — My InnerView, Inc. and Affiliate

(i)	Independent Auditor’s Report
(ii)	Audited Financial Statements:

Consolidated Balance Sheets as of December 31, 2007 and 2006

Consolidated Statements of Income and Accumulated Deficit for the years ended December 31, 2007 and 2006

Consolidated Statements of Cash Flows for the years ended December 31, 2007 and 2006

(iii)	Notes to Consolidated Financial Statements
(iv)	Unaudited Interim Financial Statements:

Condensed Consolidated Balance Sheet as of September 30, 2008

Condensed Consolidated Statement of Income for the nine months ended September 30, 2008 and 2007

Condensed Consolidated Statement of Cash Flow for the nine months ended September 30, 2008 and 2007

(v) Notes to Consolidated Financial Statements

My InnerView, Inc. and Affiliate
Wausau, Wisconsin

Consolidated Financial Statements

Years Ended December 31, 2007 and 2006

My InnerView, Inc. and Affiliate

Consolidated Financial Statements
Years Ended December 31, 2007 and 2006

Table of Contents

Independent Auditor’s Report	1
Consolidated Financial Statements
Consolidated Balance Sheets	2
Consolidated Statements of Income and Accumulated Deficit	4
Consolidated Statements of Cash Flows	5
Notes to Consolidated Financial Statements	6

Independent Auditor’s Report

Board of Directors
My InnerView, Inc.
Wausau, Wisconsin

We have audited the accompanying consolidated balance sheets of My InnerView, Inc. and Affiliate as of December 31, 2007 and 2006, and the related consolidated statements of income and accumulated deficit and cash flows for the years then ended. These consolidated financial statements are the responsibility of My InnerView, Inc. and Affiliate’s management. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with auditing standards generally accepted in the United States. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as Well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of My InnerView, Inc. and Affiliate as of December 31, 2007 and 2006, and the results of their operations and their cash flows for the years then ended in conformity with accounting principles generally accepted in the United States.

Wipfli LLP

May 28, 2008
Wausau, Wisconsin

1

My InnerView, Inc. and Affiliate

Consolidated Balance Sheets

December 31, 2007 and 2006

	2007		2006
Assets
Current assets:
Cash	$	30,015	$	102,596
Accounts receivable:
Trade — Less allowance for doubtful accounts of $36,000 in 2007		922,835		422,683
Related party		3,416		—
Deferred income taxes		—		40,000
Prepaid expenses		114,197		47,090
Total current assets		1,070,463		612,369
Furniture and equipment		503,623		172,026
Less — Accumulated depreciation		120,478		68,278
Total furniture and equipment		383,145		103,748
Capitalized development costs		2,432,540		1,576,224
Less — Accumulated amortization		1,424,294		882,923
Total capitalized development costs		1,008,246		693,301
TOTAL ASSETS	$	2,461,854	$	1,409,418

2

	2007			2006
Liabilities and Stockholders’ and Members’ Equity
Current liabilities:
Current maturities:
Note payable	$	17,492		$	—
Capital lease obligations		37,044			—
Line of credit		345,219			—
Accounts payable:
Trade		313,912			168,744
Related party		14,250			—
Deferred revenue		25,167			—
Accrued and other liabilities		342,125			368,044
Accrued income taxes		6,865			27,500
Deferred income taxes		2,000			—
Total current liabilities		1,104,074			564,288
Long-term liabilities:
Note payable		78,329			—
Capital lease obligations		81,312			—
Deferred income taxes		51,000			17,000
Total long-term liabilities		210,641			17,000
Total liabilities		1,314,715			581,288
Minority interest in consolidated affiliate		81,896			—
Stockholders’ and members’ equity (deficit):
Preferred stock — $.01 par value:
Authorized — 1,500,000 Shares
Issued and outstanding —1,490,278 shares		14,903			14,903
Common stock — $.01 par value
Authorized — 19,418,400 shares
Issued and outstanding — 2,300,002 shares		23,000			23,000
Additional paid — in capital		1,379,137			1,379,137
Accumulated deficit		(351,797	)		(588,910	)
Total stockholders’ and members’ equity		1,065,243			828,130
TOTAL LIABILITIES AND STOCKHOLDERS’ AND MEMBERS’ EQUITY	$	2,461,854		$	1,409,418

See accompanying notes to consolidated financial statements.

3

My InnerView, Inc. and Affiliate

Consolidated Statements of Income and Accumulated Deficit

Years Ended December 31, 2007 and 2006

	2007			2006
Revenue:
Skilled nursing facility	$	2,836,235		$	2,724,519
Assisted living facility		298,071			277,415
Survey		2,568,892			1,375,907
Other		601,848			23,969
Total revenue		6,305,046			4,401,810
Expenses:
IT development		476,586			407,170
Survey operations		1,025,843			694,579
Research		564,072			399,396
Product support		911,613			440,097
Marketing and strategic relations		1,389,892			788,244
Administration		427,451			626,331
Employee benefits		438,640			290,731
General office		175,059			107,711
Amortization		541,370			398,251
Depreciation		52,200			21,797
Interest		28,475			8,413
Total expenses		6,031,201			4,182,720
Income from operations		273,845			219,090
Other income		—			7,623
Income before provision for income taxes and minority interest		273,845			226,713
Provision for income taxes		95,000			62,500
Income before minority interest		178,845			164,213
Minority interest share of loss of affiliate		58,268			—
Net income		237,113			164,213
Accumulated deficit at beginning		(588,910	)		(753,123	)
Accumulated deficit at end	$	(351,797	)	$	(588,910	)

See accompanying notes to consolidated financial statements.

4

My InnerView, Inc. and Affiliate

Consolidated Statements of Cash Flows

Years Ended December 31, 2007 and 2006

	2007			2006
Increase (decrease) in cash:
Cash flows from operating activities:
Net income	$	237,113		$	164,213
Adjustments to reconcile net income to net cash provided by operating activities:
Provision for depreciation and amortization		593,570			420,048
Provision (credit) for bad debts		34,979			(2,944	)
Provision for deferred income taxes		76,000			35,000
Increase in minority interest in consolidated affiliate		81,896			—
Changes in operating assets and liabilities:
Accounts receivable		(538,547	)		(246,617	)
Prepaid expenses		(67,107	)		(8,051	)
Accounts payable		159,418			106,031
Accrued and other liabilities		(21,387	)		159,692
Total adjustments		318,822			463,159
Net cash provided by operating activities		555,935			627,372
Net cash flows from investing activities:
Payment for development costs		(856,665	)		(472,788	)
Payment for purchase of furniture and equipment		(198,584	)		(68,715	)
Net cash used in investing activities		(1,055,249	)		(541,503	)
Net cash flows from financing activities:
Increase (decrease) in line of credit		345,219			(100,000	)
Principal payments on long-term debt		(4,179	)		—
Proceeds from issuance of long-term debt		100,000			—
Payments on capital lease obligations		(14,307	)		—
Net cash flows provided by (used in) financing activities		426,733			(100,000	)
Net decrease in cash		(72,581	)		(14,131	)
Cash at beginning		102,596			116,727
Cash at end	$	30,015		$	102,596
Supplemental cash flow information
Cash paid during the year for interest	$	28,475		$	8,413
Capital lease obligations entered into for equipment		132,663			—

See accompanying notes to consolidated financial statements.

5

My InnerView, Inc. and Affiliate

Notes to Consolidated Financial Statements

Note 1 Summary of Significant Account Policies

Principal Business Activity

My InnerView, Inc. (MIV) provides evidence-based management services throughout the United States to skilled nursing facilities (SNF), assisted living facilities (ALF), and the senior housing profession. MlV’s three main products are Quality Profile^TM, Risk Monitor^TM, and Satisfaction Surveys^TM. MIV is a web-based system that enables providers to measure, benchmark, and improve their performance.

My InnerView Center for Applied Leadership, LLC (CAL), which is 55% owned by My InnerView, Inc., provides strategic planning services, including consulting and web-based tools.

Principles of Consolidation

The accompanying consolidated financial statements include the accounts of MIV and CAL, which commenced operations January 1, 2007. All significant intercompany accounts and transactions have been eliminated.

Use of Estimates in Preparation of Financial Statements

The preparation of the accompanying financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that directly affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results may differ from these estimates.

Management considers critical accounting estimates to be those that require more significant judgments and include the valuation of accounts receivable, including provision for doubtful accounts, future survey cost reserves, and capitalized development costs.

6

My InnerView, Inc. and Affiliate

Notes to Consolidated Financial Statements

Note 1 Summary of Significant Account Policies(Continued)

Stock Compensation

Prior to January 1, 2006, MIV used the intrinsic value method of accounting for its stock option plans. Since the number of options is fixed and the exercise price of the stock options equaled the fair value on the date of grant, no compensation expense was recognized. Effective January 1, 2006, MIV follows the fair value-based method of recognizing expense for options granted subsequent to January 1, 2006 in the income statement for stock-based employee compensation.

Accounts Receivable

Accounts receivable are stated at the amount management expects to collect from balances outstanding at year-end. The carrying amounts of accounts receivable are reduced by an allowance which reflects management’s best estimate of the amounts that will not be collected. Management provides for probable uncollectible amounts through a charge to operations and a credit to a valuation allowance based on its assessment of historical collection likelihood and the current status of individual accounts. Balances that are still outstanding after management has used reasonable collection efforts are written off through a charge to the valuation allowance and a credit to accounts receivable. Based on management’s assessment of the credit history with customers having outstanding balances and current relationships with them, it has concluded that realization losses on balances outstanding at year-end will be immaterial.

Accounts receivable are recorded in the accompanying consolidated balance sheets net of allowances for doubtful accounts.

Property, Equipment, and Depreciation

Property and equipment are valued at cost and include equipment under leases which have been capitalized. Maintenance and repair costs are charged to expense as incurred. Gains or losses on disposition of property and equipment are reflected in income. Depreciation is computed on the straight-line method for financial reporting purposes, based on the estimated useful lives of the assets or terms of the lease, whichever is required. Estimated useful lives range from ten to fifteen years for leasehold improvements and from three to twenty years for furniture and equipment.

7

My InnerView, Inc. and Affiliate

Notes to Consolidated Financial Statements

Note 1 Summary of Significant Account Policies(Continued)

Capitalized Development Costs and Amortization

Certain development costs are capitalized when incurred. Capitalization of these costs begins upon the establishment of technological feasibility. The establishment of technological feasibility and the ongoing assessment of recoverability of these costs requires considerable judgment by management with respect to certain external factors, including, but not limited to, technological feasibility, anticipated future gross revenue, estimated economic life, and changes in software and hardware technologies.

The amortization of development costs is 36 months.

All other development and support expenditures are charged to expense in the period incurred.

Impairment of Long-Lived Assets

In accordance with Statement of Financial Accounting Standards (SFAS) No. 144,Accounting for the Impairment or Disposal of Long-Lived Assets,equipment and furniture improvements and capitalized development costs are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. If the sum of the expected undiscounted cash flows is less than the carrying value of the related asset or group of assets, a loss is recognized for the difference between the fair value and carrying value of the asset or group of assets.

Such analyses necessarily involve judgment. MIV evaluated the ongoing value of its long-lived assets as of December 31, 2007, and believes there is no impairment.

Revenue Recognition

Revenue consists primarily of fees for SNFs and ALFs to use MIV’s interactive website, which includes Quality Profile^TM, Risk Monitor^TM, and Satisfaction Surveys^TM.

Revenue from annual contracts is recognized monthly and billed on a monthly or quarterly basis.

Revenue for customized surveys is recognized as progress is completed.

8

My InnerView, Inc. and Affiliate

Notes to Consolidated Financial Statements

Note 1 Summary of Significant Account Policies(Continued)

Advertising Costs

Advertising costs are expensed as incurred and approximated $174,000 and $110,000 in 2007 and 2006, respectively.

Income Taxes

Deferred income taxes have been provided under the liability method. Deferred tax assets and liabilities are determined based upon the difference between the financial statement and tax bases of assets and liabilities, as measured by the enacted tax rates which will be in effect when these differences are expected to reverse. Deferred tax expense is the result of changes in the deferred tax asset and liability.

Note 2 Line of Credit

MIV has a $500,000 line of credit which is secured by all business assets. At December, 31, 2007, $345,219 was borrowed against the line of credit. There were no borrowings against the line of credit at December 31, 2006. The interest rate is at prime, which was 7.25% as of December 31, 2007, The line of credit is secured by personal guarantees of two stockholders of MIV.

Note 3 Note Payable

In 2007, MIV entered into a note payable which consisted of the following at December 31, 2007:

7.46% note payable, due in monthly installments of $2,007, including interest, with final payment due September 9, 2012	$	95,821
Less — Current maturities		17,492
Long-term portion	$	78,329

9

My InnerView, Inc. and Affiliate

Notes to Consolidated Financial Statements

Note 4 Income Taxes

The provision for income taxes consisted of the following:

	2007		2006
Current tax expense:
Federal	$	9,000	$	16,500
State		10,000		11,000
Total current		19,000		27,500
Deferred tax expense:
Federal		50,100		22,300
State		25,900		12,700
Total deferred		76,000		35,000
Total provision for income taxes	$	95,000	$	62,500

Deferred income taxes are provided for the temporary differences between the financial reporting basis and the tax basis of MIV’s assets and liabilities. The major temporary differences that give rise to the deferred tax liabilities and assets are depreciation, bonus accruals, and net operating losses.

The total deferred tax assets (liabilities) are as follows:

	2007			2006
Deferred tax assets	$	14,000		$	40,000
Deferred tax liabilities		(67,000	)		(17,000	)
Net deferred tax asset (liability)	$	(53,000	)	$	23,000

10

My InnerView, Inc. and Affiliate

Notes to Consolidated Financial Statements

Note 5 Leases

During 2007, MIV entered into various leases for office equipment under capital leases which expire in 2011. In addition, MIV leases various items of equipment and office facilities, expiring during the next three years, which are classified as noncancelable operating leases.

Furniture and equipment includes $132,663 for capital leases, net of $13,067 of accumulated amortization. Lease amortization is included in depreciation expense.

Future minimum payments, by year and in the aggregate, under the capital leases and noncancelable operating leases with initial or remaining terms in excess of one year consisted of the following:

	Capital		Operating
	Leases		Leases
2008	$	37,044	$	229,906
2009		37,044		206,489
2010		37,044		174,994
2011		30,681		166,069
2012		—		144,881
Thereafter		—		135,817
Total minimum lease payments		141,813	$	1,058,156
Amount representing interest		23,457
Present value of future minimum lease payments		118,356
Less — Current maturities		37,044
Long-term obligations under capital leases	$	81,312

Total rent expense under all leases totaled $145,159 and $64,957 in 2007 and 2006, respectively.

11

My InnerView, Inc. and Affiliate

Notes to Consolidated Financial Statements

Note 6 Retirement Plan

MIV maintains a qualified cash or deferred compensation plan under section 401 (k) of the Internal Revenue Code. Under the plan, employees may elect to defer up to 100% of their salary, subject to the Internal Revenue Service limits. Employees must have attained the age of 21 and have 6 months of employment to participate and be eligible for MIV matching contributions. MIV’s contributions represent 100% of elective deferrals up to 5% and totaled $84,860 and $61,696 for 2007 and 2006, respectively.

Note 7 Stock Compensation

Stock Options

MIV stockholders approved the 2004 Stock Option Plan (the “Plan”), authorizing a total of 691,600 shares of common stock for granting incentive or nonqualified stock options. Stock options are granted at the discretion of the Board of Directors. The Plan terminates in 2014.

On January 1, 2006, MIV adopted Statement of Financial Accounting Standards (SFAS) 123(R),Share Based Payments,which generally requires MIV to recognize the cost of its employee stock option awards in its income statement. The minimum value method previously used by MIV to value its shares is not an acceptable valuation method to record compensation expense under SFAS 123(R). SFAS 123(R) does not require a nonpublic entity to revalue its options granted prior to January 1, 2006, under an acceptable method. MIV has included the pro forma disclosures as if MIV had applied the fair value recognition provisions of SFAS 123(R). No options have been issued since January 1, 2006. Accordingly, no stock compensation expense was recognized by MIV in 2007 and 2006.

There were no stock options granted in 2007 and 2006, and no options were exercised or expired in 2007 and 2006.

At December 31, 2007 and 2006, 80,000 and 50,000, respectively, of the 90,000 stock options granted in 2005 were exercisable, and 601,600 stock options remained available for grant in accordance with the Plan. All granted options will vest by 2008.

12

My InnerView, Inc. and Affiliate

Notes to Consolidated Financial Statements

Note 7 Stock Compensation(Continued)

Stock Options(Continued)

Had MIV been required to, or elected to, recognize the fair value of the stock options grants over the service period, compensation expense of $3,000 and $5,600, net of tax, would have been recognized in 2007 and 2006, respectively.

Phantom Stock Plan

During 2007, MIV established a Phantom Stock Plan (the “Stock Plan”) providing for up to 1,000,000 phantom share units to be granted to eligible individuals. The Stock Plan entitles the plan participants, upon separation of service with MIV, to receive cash compensation equal to the number of vested phantom shares granted multiplied by the excess of the unit value per share over the initial unit value per share. At December 31, 2007, 440,000 units had been issued of which none were vested. During 2007, no compensation expense was recognized related to this plan because the December 31, 2007 market value per share was less than the initial unit value per share per the Stock Plan.

Warrants

As of December 31, 2007 and 2006, MIV has fully exercisable warrants representing the authorization to purchase 160,000 shares of MIV’s common stock at a purchase price of $1.00. Warrants to purchase 25,000 shares expire in 2009, and warrants to purchase 135,000 shares expire in 2014. No warrants were granted, exercised, or expired in 2007 and 2006.

Note 8 Related-Party Transactions

The UPS Store provided services to MIV at a cost of $59,531 and $32,276 in 2007 and 2006, respectively. The UPS Store is owned by two stockholders and managed by their son. At December 31, 2007 and 2006, MIV owed the UPS Store $2,547 and $2,953, respectively. In addition, the UPS Store owed MIV $3,893 as of December 31, 2006.

MIV purchases consulting services from Alternative Living Solutions totaling $79,480 in 2007. The owner of Alternative Living Solutions is a Board member of MIV. At December 31, 2007, MIV owed Alternative Living Solutions $2,044.

13

My InnerView, Inc. and Affiliate

Notes to Consolidated Financial Statements

Note 8 Related-Party Transactions(Continued)

MIV provides services to Sun Healthcare Group totaling $100,960 and $74,528 in 2007 and 2006, respectively. The president of Sun Healthcare Group is a Board member of MIV.

Note 9 Major Customers

In 2007, one major customer accounted for 10% of gross revenue aggregating $624,000.

In 2006, one major customer accounted for 14% of gross revenue aggregating $627,000.

Note 10 Concentration of Credit Risk

Financial instruments that potentially subject MIV to possible credit risk consist principally of cash deposits in excess of insured limits. MIV maintains a depository relationship with an area financial institution. Operating cash requirements frequently require that amounts on deposit exceed Federal Depository Insurance Corporation limits. Management believes this financial institution has a strong credit rating and that credit risk related to these deposits is minimal. At December 31, 2007, MIV exceeded the insured limits by approximately $21,000.

Note 11 Reclassifications

Certain reclassifications have been made to the 2006 consolidated financial statements to conform to the 2007 classifications.

14

INTERIM FINANCIAL STATEMENTS

Basis of Presentation

The unaudited interim condensed financial statements of My InnerView, Inc. and Affilate have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”) and, in the opinion of management, reflect all adjustments (consisting only of normal recurring accruals) necessary to present fairly the financial position at September 30, 2008 and the results of operations and its cash flows for the nine months in the periods ended September 30, 2008 and 2007. Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been condensed or omitted pursuant to such SEC rules and regulations. Results of operations for the interim period are not necessarily indicative of those to be achieved for the full fiscal year. These condensed consolidated financial statements should be read in conjunction with the audited financial statements included herein for the years ended December 31, 2007 and 2006.

My InnerView, Inc. and Affiliate
Interim Financial Statements

Unaudited Condensed Consolidated Balance Sheet

September 30, 2008

	(unaudited)
Assets
Current assets
Cash and cash equivalents	$	49,047
Trade accounts receivable, net		1,160,218
Prepaid expenses and other		184,843
Total current assets		1,394,108
Property and equipment, net		442,569
Intangible assets, net		854,723
Other long term assets		29,656
Total assets	$	2,721,056
Liabilities and Stockholders’ Equity
Current liabilities
Current portion of notes payable	$	388,920
Accounts payable		224,982
Accrued wages, bonus and profit sharing		87,599
Accrued expenses		298,238
Billings in excess of revenues earned		501,836
Total current liabilities		1,501,575
Notes payable, net of current portion		64,102
Deferred income taxes		53,000
Total liabilities		1,618,677
Stockholders’ equity		1,102,379
Total liabilities and stockholders’ equity	$	2,721,056

My InnerView, Inc. and Affiliate
Interim Financial Statements

Unaudited Condensed Consolidated Income Statements

For the nine months ended September 30, 2008 and 2007

	2008			2007
	(unaudited)			(unaudited)
Revenue	$	5,114,190		$	4,168,999
Operating expenses
Direct expenses		2,404,133			1,222,032
Selling, general and administrative		2,061,876			2,433,093
Depreciation and amortization		559,769			387,727
Total operating expenses		5,025,778			4,042,852
Operating income		88,412			126,147
Other income (expense), net		(33,226	)		(18,931	)
Income before income taxes		55,186			107,216
Income tax expense		18,000			46,000
Net income	$	37,186		$	61,216

My InnerView, Inc. and Affiliate
Interim Financial Statements

Unaudited Condensed Statement of Cash Flows

For the nine months ended September 30, 2008 and 2007

	2008			2007
	(unaudited)			(unaudited)
Cash flows from operating activities:
Net income	$	37,186		$	61,216
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation		68,519			27,727
Amortization		491,250			360,000
Changes in assets and liabilities
Accounts receivable		(348,890	)		(263,779	)
Prepaid expenses and other		21,292			(70,669	)
Accounts payable and accrued expenses		439,314			210,129
Net cash provided by operating activities		708,671			324,624
Cash used in investing activities		(611,764	)		(966,633	)
Cash used in financing activities		(77,875	)		594,183
Net increase in cash		19,032			(47,826	)
Cash at beginning of period		30,015			102,596
Cash at end of period	$	49,047		$	54,770
Supplemental disclosure of cash flow information — interest paid	$	62,610		$	18,542
income taxes paid		46,790			26,500

(b) Pro Forma Financial Information.

PRO FORMA FINANCIAL STATEMENTS

UNAUDITED CONDENSED PRO FORMA CONSOLIDATED BALANCE SHEETS AND INCOME STATEMENTS

Basis of Presentation

YEAR ENDED DECEMBER 31, 2007 AND NINE MONTHS ENDED SEPTEMBER 30, 2008

The accompanying pro forma condensed consolidated balance sheet as of September 30, 2008, is derived from the unaudited condensed consolidated balance sheet of National Research Corporation (NRC) and the unaudited condensed consolidated balance sheet of My InnerView, Inc. and Affiliate (MIV) contained elsewhere in this filing. The adjustments to the pro forma condensed consolidated balance sheet have been determined as if the acquisition of MIV occurred on September 30, 2008.

The accompanying pro forma condensed consolidated income statements for the year ended December 31, 2007, and for the nine months ended September 30, 2008, have been derived from NRC’s audited historical consolidated statement of income for the year ended December 31, 2007, NRC’s unaudited historical consolidated statement of income for the nine months ended September 30, 2008, MIV’s audited historical consolidated statement of income for the year ended December 31, 2007 (included elsewhere in this filing) and MIV’s unaudited condensed consolidated income statement for the nine months ended September 30, 2008 (included elsewhere in this filing). The adjustments to the accompanying pro forma condensed consolidated income statements give effect to the acquisition of MIV as if the transaction occurred as of the first day of the financial periods presented.

National Research Corporation

Pro Forma Condensed Consolidated Balance Sheet

September 30, 2008 (Unaudited)

													Pro Forma
	National			My			Pro Forma						National
	Research			InnerView,			Adjust-			Note			Research
	Corporation			Inc.			ments			Ref.			Corporation
Assets
Current assets
Cash & cash equivalents	$	677,108		$	49,047								$	726,155
Investments in marketable securities		237			—									237
Trade accounts receivable, net		9,442,141			1,160,218									10,602,359
Unbilled revenue		696,625			16,965									713,590
Prepaid expenses and other		1,003,389			145,953									1,149,342
Income taxes recoverable		54,987			21,925									76,912
Deferred income taxes		79,315												79,315
Total current assets		11,953,802			1,394,108									13,347,910
Property and equipment, net		12,595,334			442,569		$	308,207			2	(a)		13,346,110
Goodwill, net		30,882,292						8,039,638			2	(b)		38,921,930
Intangible assets, net		5,272,169			854,723			1,704,491			2	(b)		7,831,383
Other long term assets		60,205			29,656									294,573
Total assets	$	60,763,802		$	2,721,056		$	10,025,336					$	73,537,194
Liabilities and Shareholders’ Equity
Current Liabilities
Current portion of notes payable	$	239,292		$	388,920		$	3,047,498			2	(d)	$	3,675,710
Accounts payable		1,041,326			224,982									1,266,308
Accrued wages		1,457,492			87,599									1,545,091
Accrued expenses		1,109,123			298,238									1407,361
Billings in excess of revenue earned		14,970,332			501,836									15,472,168
Total current liabilities		18,817,565			1,501,575			3,047,498						23,366,638
Notes payable, net of current portion		—			64,102			8,311,929			2	(d)		8,376,031
Deferred income taxes		2,338,900			53,000			(204,712	)		2	(c)		2,391,900
Total liabilities		21,156,465			1,618,677			11,154,715						33,929,857
Shareholders’ equity
Common and preferred stock		7,949			37,903			(37,903	)		2	(e)		7,949
Additional paid in capital		25,807,413			1,379,137			(1,379,137	)		2	(e)		25,807,413
Retained earnings		32,711,673			(314,661	)		314,661			2	(e)		32,711,673
Cumulative translation adjustment		694,140												694,140
Treasury stock, at cost		(19,613,838	)											(19,613,838	)
Total shareholders’ equity		39,607,337			1,102,379			(1,102,379	)					39,607,337
Total liabilities and shareholders’ equity	$	60,763,802		$	2,721,056		$	10,052,336					$	73,537,194

See accompanying notes to audited and pro forma condensed consolidated financial statements.

National Research Corporation

Pro Forma Condensed Consolidated Income Statement

Year ended December 31, 2007 (Unaudited)

	National			My								Pro Forma
	Research			InnerView,			Pro Forma					National
	Corporation			Inc.			Adjust-			Note		Research
	Total			Total			ments			Ref.		Corporation
Revenues	$	48,922,884		$	6,305,046							$	55,228,290
Operating expenses
Direct expenses		21,801,039			3,445,229								25,246,268
Selling, general and administrative		13,173,431			1,992,402								15,165,833
Depreciation and amortization		2,582,866			593,570		$	196,863			3		3,373,299
Total operating expenses		37,557,336			6,031,201			196,863					43,785,400
Operating income		11,365,548			273,845			(196,863	)				11,442,530
Other income (expense), net		(248,164	)		(58,268	)		(538,759	)		4		(845,186	)
Income before income taxes		11,117,384			332,113			(735,622	)				10,713,875
Income Tax expense		4,278,372			95,000			(245,390	)		5		4,127,982
Net income	$	6,839,012		$	237,113		$	(490,232	)			$	6,585,893
Pro forma net income per share
Basic	$	1.00										$	0.96
Diluted	$	0.98										$	0.94
Weighted common shares and common shares equivalents
Basic		6,849,717											6,849,717
Diluted		7,011,271											7,011,271

See accompanying notes to audited and pro forma condensed consolidated financial statements.

National Research Corporation

Pro Forma Condensed Consolidated Income Statement

For the nine months ended September 30, 2008

												Pro Forma
	National			My			Pro Forma					National
	Research			InnerView,			Adjust-			Note		Research
	Corporation			Inc.			ments			Ref.		Corporation
Revenues	$	38,823,616		$	5,114,190							$	43,937,806
Operating expenses
Direct expenses		17,844,682			2,404,133								20,248,815
Selling, general and administrative		9,960,160			2,061,876								12,022,036
Depreciation and amortization		2,003,080			559,769			122,922			3		2,685,771
Total operating expenses		29,807,922			5,025,778			122,922					34,956,622
Operating income		9,015,694			88,412			(122,922	)				8,981,184
Other income (expense), net		(75,922	)		(33,226	)		(382,952	)		4		(492,100	)
Income before income taxes		8,939,772			55,186			(505,874	)				8,489,084
Income tax expense		3,389,925			18,000			(166,622	)		5		3,241,303
Net income	$	5,549,847		$	37,186		$	(339,252	)			$	5,247,781
Pro forma net income per share
Basic	$	0.83										$	0.78
Diluted	$	0.81										$	0.77
Weighted common shares and common shares equivalents
Basic		6,699,493											6,699,493
Diluted		6,845,447											6,845,447

See accompanying notes to audited and pro forma condensed consolidated financial statements.

NATIONAL RESEARCH CORPORATION

Notes to Pro Forma Condensed Consolidated Financial Statements

December 31, 2007 and September 30, 2008

(1)	Acquisition of My InnerView, Inc.
	Effective December 19, 2008, National Research Corporation (NRC) acquired My InnerView, Inc. and Affiliate (MIV) through a merger. Consideration paid by NRC at closing included a payment of cash of $11,500,000 and $440,183 of direct expenses capitalized as purchase price. The merger agreement under which NRC acquired MIV provided for contingent earn-out payments not included in the discussion of purchase price below.
(2)	Allocation of Purchase Price
	The preliminary allocation of purchase price is based upon management’s best estimate of the fair values of identifiable assets and liabilities of MIV at the date of acquisition. Adjustment to the pro forma condensed consolidated balance sheet resulting from the net consideration of $11,500,000 and $440,183 of direct expenses capitalized as purchase price issued in the acquisition of MIV is as follows:

(a)	Property and Equipment
	An adjustment of $308,207 has been made to record fixed assets acquired for MIV to their estimated fair value of $750,776.
(b)	Intangible Assets and Goodwill
	Adjustments of $8,039,638 and $1,704,491 have been made to record goodwill and intangible assets consisting of the following items for MIV to their estimated fair value of $10,745,041.

	Fair Value		Estimated Useful Life
Customer relationships	$	2,559,214	13 years
Goodwill		8,039,638		N/A
Total	$	10,745,041

(c)	Deferred Taxes
	An adjustment of $204,712 has been made to record deferred tax on the adjusted value of the property and equipment and the customer relationships.
(d)	Notes Payable
	An adjustment has been made to include the new NRC notes payable issued on the date of the acquisition in the amount of $11,359,427 of which $3,047,498 is the current portion and $8,311,929 is the non-current portion.
(e)	Stockholders’ Equity
	An adjustment of $1,102,379 has been made to eliminate the net assets of MIV in consolidation, consisting of ($37,903) to common and preferred stock, ($1,379,137) to additional paid in capital and $314,661 to accumulated deficit.

(3)	Depreciation and Amortization
	For purposes of the pro forma condensed consolidated statements of operations for the year ended December 31, 2007, and for the nine months ended September 30, 2008, adjustments have been made to give effect to amortization of intangible assets acquired. The depreciation and amortization adjustments were $196,863 and $122,922 for the year ended December 31, 2007, and for the nine months ended September 30, 2008, respectively.
(4)	Pro Forma Interest Expense
	For the purposes of the pro forma condensed consolidated statements of operations for the year ended December 31, 2007 and for the nine months ended September 30, 2008, adjustments have been made to give effect to interest expense on the acquisition debt in the amounts of $538,759 and $382,952 for the year ended December 31, 2007 and for the nine months ended September 30, 2008, respectively. The effective interest rate is 5.2% for $9,000,000 and 2.75% for the balance of the debt.
(5)	Income Tax Expense
	For purposes of the pro forma condensed consolidated statements of operation for the year ended December 31, 2007 and for the nine months ended September 30, 2008, adjustments of $245,390 and $166,622, respectively, have been made to record income tax benefits for tax effects of the foregoing adjustments to depreciation, amortization and interest expense at the effective rate of 38%.

(c)	Not applicable.
(d)	Exhibits.

The following exhibits are being filed herewith

(4.1)	Installment or Single Payment Note, dated as of December 19, 2008, from National Research Corporation to U.S. Bank National Association.*
(4.2)	Addendum, dated December 19, 2008, to the Revolving Credit Agreement, dated May 26, 2006, by and between National Research Corporation and U.S. Bank National Association.*
(23.1)	Consent of WIPFLi LLP
(99.1)	Press Release of National Research Corporation, dated December 19, 2008.*

* Previously filed.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this Amendment to be signed on its behalf by the undersigned hereunto duly authorized.

Date: March 9, 2009

NATIONAL RESEARCH CORPORATION
By:	/s/ Patrick E. Beans
	Patrick E. Beans
	Vice President, Treasurer, Secretary and Chief Financial Officer

NATIONAL RESEARCH CORPORATION

Exhibit Index to Amendment No. 1 to Current Report on Form 8-K
Dated December 19, 2008

Exhibit
Number
	(4.1	)	Installment or Single Payment Note, dated as of December 19, 2008, from National Research Corporation to U.S. Bank National Association.*
	(4.2	)	Addendum, dated December 19, 2008, to the Revolving Credit Agreement, dated May 26, 2006, by and between National Research Corporation and U.S. Bank National Association.*
	(23.1	)	Consent of WIPFLi LLP
	(99.1	)	Press Release of National Research Corporation, dated December 19, 2008.*

* Previously filed.