CorVel Corporation (NASDAQ:CRVL) Q4 2019 Earnings Conference Call February 4, 2020 11:30 AM ET Company Participants Michael Combs - President & CEO Brandon O'Brien - CFO Conference Call Participants Operator Thank you for standing by. Welcome to the CorVel Corporation Quarterly Earnings Release webcast. During the course of this webcast, CorVel Corporation may make projections or other forward-looking statements regarding future events or the future financial performances of the company. CorVel wishes to c ...

Financial Data and Key Metrics Changes - Revenues for the September quarter were $147 million, with earnings per share at $0.69, an increase of 2% from $0.67 per share in the same quarter of the prior year [5][25] - The earnings per share increase was driven by a 4% increase in gross profit, a one percentage point decline in the tax rate, and a 2% reduction in shares outstanding [5][25] - Gross profit and net income increased despite lower revenue due to the higher margin CERiS business [25] Business Line Data and Key Metrics Changes - Revenue for patient management, including third-party administration (TPA) services, was $96 million, an annual increase of 4%, with gross profit increasing by 7% [27] - Revenue for Network Solutions sold in the wholesale market was $51 million, a decrease of 9% from the same quarter of the prior year, although gross profit in the wholesale business was up 2% [28][29] - CERiS has continued to gain traction, contributing to the gross profit margins of Network Solutions despite customer churn [29][30] Market Data and Key Metrics Changes - The market size continues to grow at a 5.5% rate annually, with significant growth in the self-insured marketplace driven by demand for greater transparency and payment accuracy [18] - The payment integrity marketplace has seen recent service and solution acquisitions, providing opportunities for CERiS to replace misaligned partnerships among remaining players [16] Company Strategy and Development Direction - The company is focused on digital transformation and integrated services in the workers' compensation claims management space, aiming to optimize recovery and return to work for injured workers [8][9] - The strategic positioning has sacrificed some short-term growth opportunities but is expected to lead to steadily improving results for customers and investors [9] - The company aims to replace traditional retrospective claim reviews with real-time prospective insights, enhancing the claims management process [22] Management's Comments on Operating Environment and Future Outlook - Management noted that the consolidation of large entities in the market is causing channel conflicts, with firms being bought and sold by private equity firms using high debt levels [11] - The company is excited about future product management and has a rich pipeline of new product releases planned for the next quarter and year [10] - Management emphasized the importance of integrated services and immediate support to improve outcomes for injured workers [12][15] Other Important Information - The company repurchased 224,466 shares for a total price of $19.2 million during the quarter, with a total of 35.8 million shares repurchased to date [31] - The quarter ending cash balance was $98 million, with days sales outstanding (DSO) at 44 days, an increase of four days from a year ago, expected to return to lower levels in the next quarter [31] Q&A Session Summary Question: What are the expectations for future growth in the market? - Management did not provide specific guidance but indicated that the company is well-positioned to capitalize on market trends and has a strong pipeline of new products [10][11]

[PART I - FINANCIAL INFORMATION](index=3&type=section&id=PART%20I%20-%20FINANCIAL%20INFORMATION) This part presents the company's unaudited consolidated financial statements, including balance sheets, income statements, cash flows, and detailed notes, along with management's discussion and analysis of financial condition and results of operations [Item 1. Financial Statements](index=3&type=section&id=Item%201.%20Financial%20Statements) This section presents the unaudited consolidated financial statements, including balance sheets, income statements, statements of stockholders' equity, and cash flows, along with detailed notes on accounting policies, revenue recognition, and recent pronouncements [Consolidated Balance Sheets](index=3&type=section&id=Consolidated%20Balance%20Sheets%20%28unaudited%29%20%E2%80%93%20September%2030%2C%202019%20and%20March%2031%2C%202019) This table provides a comparative overview of the company's financial position, detailing assets, liabilities, and stockholders' equity as of September 30, 2019, and March 31, 2019 | Metric | Sep 30, 2019 (Unaudited) | Mar 31, 2019 | Change (Absolute) | Change (%) | | :--------------------------- | :----------------------- | :--------------------- | :---------------- | :--------- | | **Assets** | | | | | | Cash and cash equivalents | $97,920,000 | $91,713,000 | $6,207,000 | 6.77% | | Total current assets | $219,086,000 | $215,493,000 | $3,593,000 | 1.67% | | Property and equipment, net | $72,294,000 | $61,980,000 | $10,314,000 | 16.64% | | Right-of-use asset, net | $94,379,000 | — | $94,379,000 | N/A | | TOTAL ASSETS | $426,769,000 | $318,018,000 | $108,751,000 | 34.20% | | **Liabilities** | | | | | | Accounts and taxes payable | $19,657,000 | $11,478,000 | $8,179,000 | 71.26% | | Accrued liabilities | $113,284,000 | $105,441,000 | $7,843,000 | 7.44% | | Total current liabilities | $132,941,000 | $116,919,000 | $16,022,000 | 13.70% | | Long-term operating lease liabilities | $87,324,000 | — | $87,324,000 | N/A | | Total liabilities | $225,953,000 | $123,213,000 | $102,740,000 | 83.38% | | **Stockholders' Equity** | | | | | | Total stockholders' equity | $200,816,000 | $194,805,000 | $6,011,000 | 3.09% | [Consolidated Income Statements (Three Months)](index=4&type=section&id=Consolidated%20Income%20Statements%20%28unaudited%29%20%E2%80%93%20Three%20months%20ended%20September%2030%2C%202019%20and%202018) This table presents the unaudited consolidated income statements for the three months ended September 30, 2019 and 2018, detailing revenues, costs, and net income | Metric | Three Months Ended Sep 30, 2019 | Three Months Ended Sep 30, 2018 | Change (Absolute) | Change (%) | | :----------------------------------- | :------------------------------ | :------------------------------ | :---------------- | :--------- | | REVENUES | $146,970,000 | $148,176,000 | $(1,206,000) | (0.8%) |\n| Cost of revenues | $114,127,000 | $116,686,000 | $(2,559,000) | (2.2%) |\n| Gross profit | $32,843,000 | $31,490,000 | $1,353,000 | 4.3% |\n| General and administrative expenses | $16,593,000 | $15,094,000 | $1,499,000 | 9.9% |\n| Income before income tax provision | $16,250,000 | $16,396,000 | $(146,000) | (0.9%) |\n| Income tax provision | $3,379,000 | $3,607,000 | $(228,000) | (6.3%) |\n| NET INCOME | $12,871,000 | $12,789,000 | $82,000 | 0.6% |\n| Net income per common and common equivalent share (Diluted) | $0.69 | $0.67 | $0.02 | 3.0% | [Consolidated Income Statements (Six Months)](index=5&type=section&id=Consolidated%20Income%20Statements%20%28unaudited%29%20%E2%80%93%20Six%20months%20ended%20September%2030%2C%202019%20and%202018) This table presents the unaudited consolidated income statements for the six months ended September 30, 2019 and 2018, detailing revenues, costs, and net income | Metric | Six Months Ended Sep 30, 2019 | Six Months Ended Sep 30, 2018 | Change (Absolute) | Change (%) | | :----------------------------------- | :---------------------------- | :---------------------------- | :---------------- | :--------- |\n| REVENUES | $297,109,000 | $298,574,000 | $(1,465,000) | (0.5%) |\n| Cost of revenues | $231,132,000 | $235,731,000 | $(4,599,000) | (2.0%) |\n| Gross profit | $65,977,000 | $62,843,000 | $3,134,000 | 5.0% |\n| General and administrative expenses | $32,345,000 | $31,031,000 | $1,314,000 | 4.2% |\n| Income before income tax provision | $33,632,000 | $31,812,000 | $1,820,000 | 5.7% |\n| Income tax provision | $7,354,000 | $7,245,000 | $109,000 | 1.5% |\n| NET INCOME | $26,278,000 | $24,567,000 | $1,711,000 | 7.0% |\n| Net income per common and common equivalent share (Diluted) | $1.40 | $1.29 | $0.11 | 8.5% | [Consolidated Statements of Stockholders' Equity](index=6&type=section&id=Consolidated%20Statements%20of%20Stockholders%27%20Equity%20%28unaudited%29%20%E2%80%93%20Three%20and%20six%20months%20ended%20September%2030%2C%202019%20and%202018) This table details changes in stockholders' equity for the three and six months ended September 30, 2019 and 2018, including stock issuance, compensation, and repurchases | Metric | Sep 30, 2019 (3 Months) | Sep 30, 2018 (3 Months) | Sep 30, 2019 (6 Months) | Sep 30, 2018 (6 Months) |\n| :----------------------------------- | :---------------------- | :---------------------- | :---------------------- | :---------------------- |\n| Balance – Beginning of Period | $203,817,000 | $181,865,000 | $194,805,000 | $171,176,000 |\n| Stock issued (employee stock purchase plan) | $239,000 | $252,000 | $239,000 | $252,000 |\n| Stock issued (stock option plan) | $1,888,000 | $2,066,000 | $5,387,000 | $3,284,000 |\n| Stock-based compensation expense | $1,198,000 | $908,000 | $2,423,000 | $2,087,000 |\n| Purchase of treasury stock | $(19,197,000) | $(7,816,000) | $(28,316,000) | $(11,302,000) |\n| Net income | $12,871,000 | $12,789,000 | $26,278,000 | $24,567,000 |\n| Balance – End of Period | $200,816,000 | $190,064,000 | $200,816,000 | $190,064,000 | [Consolidated Statements of Cash Flows](index=7&type=section&id=Consolidated%20Statements%20of%20Cash%20Flows%20%28unaudited%29%20%E2%80%93%20Six%20months%20ended%20September%2030%2C%202019%20and%202018) This table presents the unaudited consolidated cash flow statements for the six months ended September 30, 2019 and 2018, detailing cash flows from operating, investing, and financing activities | Metric | Six Months Ended Sep 30, 2019 | Six Months Ended Sep 30, 2018 | Change (Absolute) | Change (%) |\n| :-------------------------------------- | :---------------------------- | :---------------------------- | :---------------- | :--------- |\n| Net cash provided by operating activities | $46,439,000 | $48,600,000 | $(2,161,000) | (4.45%) |\n| Net cash (used in) investing activities | $(17,542,000) | $(6,473,000) | $(11,069,000) | 171.00% |\n| Net cash (used in) financing activities | $(22,690,000) | $(7,765,000) | $(14,925,000) | 192.21% |\n| Increase in cash and cash equivalents | $6,207,000 | $34,362,000 | $(28,155,000) | (81.94%) |\n| Cash and cash equivalents at end of period | $97,920,000 | $90,133,000 | $7,787,000 | 8.64% | [Notes to Consolidated Financial Statements](index=8&type=section&id=Notes%20to%20Consolidated%20Financial%20Statements%20%28unaudited%29%20%E2%80%93%20September%2030%2C%202019) This section provides detailed explanations of the company's significant accounting policies, revenue recognition, stock-based compensation, treasury stock, and recent accounting pronouncements [Note 1 — Summary of Significant Accounting Policies](index=8&type=section&id=Note%201%20%E2%80%94%20Summary%20of%20Significant%20Accounting%20Policies) This note outlines the company's key accounting policies and the impact of recently adopted and upcoming accounting standards updates - The company is evaluating the impact of ASU 2016-13 (Measurement of Credit Losses on Financial Instruments) and ASU 2017-04 (Simplifying the Test for Goodwill Impairment), both effective for fiscal years beginning after December 15, 2019[22](index=22&type=chunk)[23](index=23&type=chunk) - The company adopted ASU No. 2016-02, "Leases" (ASC 842), as of April 1, 2019, which did not materially impact retained earnings or consolidated income statements and elected practical expedients for transition[24](index=24&type=chunk) [Note 2 – Revenue Recognition](index=9&type=section&id=Note%202%20%E2%80%93%20Revenue%20Recognition) This note details the company's revenue streams from patient management and network solutions services, including remaining performance obligations - Revenue is generated through patient management (workers' compensation claims, case management) and network solutions (medical bill review, third-party services like pharmacy)[28](index=28&type=chunk)[29](index=29&type=chunk)[32](index=32&type=chunk)[34](index=34&type=chunk) | Service Line | Three Months Ended Sep 30, 2019 | Three Months Ended Sep 30, 2018 | Six Months Ended Sep 30, 2019 | Six Months Ended Sep 30, 2018 |\n| :-------------------------- | :------------------------------ | :------------------------------ | :---------------------------- | :---------------------------- |\n| Patient management services | $95,715,000 | $91,945,000 | $195,202,000 | $179,836,000 |\n| Network solutions services | $51,255,000 | $56,231,000 | $101,907,000 | $118,738,000 |\n| Total services | $146,970,000 | $148,176,000 | $297,109,000 | $298,574,000 | - Remaining performance obligations as of September 30, 2019, totaled **$54.4 million**, with approximately **61%** expected to be recognized as revenue within one year[42](index=42&type=chunk) [Note 3 — Stock-Based Compensation and Stock Options](index=11&type=section&id=Note%203%20%E2%80%94%20Stock-Based%20Compensation%20and%20Stock%20Options) This note provides information on stock-based compensation expense, stock option activity, and the weighted-average grant-date fair value of options - Stock-based compensation expense for the three months ended September 30, 2019, was **$1,198,000** (vs. $908,000 in 2018), and for the six months, it was **$2,423,000** (vs. $2,087,000 in 2018)[49](index=49&type=chunk)[50](index=50&type=chunk) | Metric | Sep 30, 2019 (Shares) | Sep 30, 2018 (Shares) |\n| :------------------------------- | :-------------------- | :-------------------- |\n| Options outstanding, beginning | 1,058,411 | 1,064,439 |\n| Options granted | 97,475 | 116,600 |\n| Options exercised | (156,948) | (121,108) |\n| Options cancelled/forfeited | (8,874) | (6,624) |\n| Options outstanding, ending | 990,064 | 1,053,307 | - The weighted-average grant-date fair value of options granted was **$24.90** for the three months ended September 30, 2019, up from $20.75 in the prior year[54](index=54&type=chunk) [Note 4 — Treasury Stock](index=14&type=section&id=Note%204%20%E2%80%94%20Treasury%20Stock) This note details the company's stock repurchase program, including the number of shares purchased and the average price paid per share - Stock repurchase program expanded to **37,000,000 shares** in February 2019[56](index=56&type=chunk)[188](index=188&type=chunk) | Period | Total Number of Shares Purchased | Average Price Paid Per Share |\n| :-------------------------- | :------------------------------- | :--------------------------- |\n| July 1 to July 31, 2019 | 73,295 | $90.00 |\n| August 1 to August 31, 2019 | 77,254 | $85.39 |\n| September 1 to Sep 30, 2019 | 73,917 | $81.13 |\n| Total | 224,466 | $85.50 | [Note 5 — Weighted Average Shares and Net Income Per Share](index=14&type=section&id=Note%205%20%E2%80%94%20Weighted%20Average%20Shares%20and%20Net%20Income%20Per%20Share) This note presents the basic and diluted weighted average common shares outstanding and corresponding net income per share for the periods presented | Metric | Sep 30, 2019 | Sep 30, 2018 | Change (Absolute) | Change (%) |\n| :----------------------------------- | :----------- | :----------- | :---------------- | :--------- |\n| Basic weighted average common shares | 18,452,000 | 18,877,000 | (425,000) | (2.3%) |\n| Diluted weighted average common shares | 18,771,000 | 19,089,000 | (318,000) | (1.7%) |\n| Basic Net Income per share | $0.70 | $0.68 | $0.02 | 2.9% |\n| Diluted Net Income per share | $0.69 | $0.67 | $0.02 | 3.0% | | Metric | Sep 30, 2019 | Sep 30, 2018 | Change (Absolute) | Change (%) |\n| :----------------------------------- | :----------- | :----------- | :---------------- | :--------- |\n| Basic weighted average common shares | 18,488,000 | 18,899,000 | (411,000) | (2.2%) |\n| Diluted weighted average common shares | 18,779,000 | 19,095,000 | (316,000) | (1.7%) |\n| Basic Net Income per share | $1.42 | $1.30 | $0.12 | 9.2% |\n| Diluted Net Income per share | $1.40 | $1.29 | $0.11 | 8.5% | [Note 6 — Shareholder Rights Plan](index=15&type=section&id=Note%206%20%E2%80%94%20Shareholder%20Rights%20Plan) This note describes the company's Shareholder Rights Plan, its expiration date, and the conditions under which rights become exercisable - Shareholder Rights Plan extended to expire on **February 10, 2022**[60](index=60&type=chunk) - Rights are exercisable at **$118 per share** upon certain takeover-related events, specifically if a person or group acquires **15% or more** of common stock without board approval[61](index=61&type=chunk)[62](index=62&type=chunk) [Note 7 — Line of Credit](index=15&type=section&id=Note%207%20%E2%80%94%20Line%20of%20Credit) This note provides information on the company's revolving credit facility, its expiration, and non-renewal status - The **$10 million** revolving credit facility expired in September 2019 and was not renewed[64](index=64&type=chunk)[112](index=112&type=chunk) [Note 8 — Contingencies and Legal Proceedings](index=15&type=section&id=Note%208%20%E2%80%94%20Contingencies%20and%20Legal%20Proceedings) This note discusses the company's involvement in litigation and management's assessment of its potential financial impact - Management does not expect current litigation to have a material adverse effect on financial position or results of operations[65](index=65&type=chunk)[119](index=119&type=chunk)[133](index=133&type=chunk) [Note 9 — Accounts and Taxes Payable and Accrued Liabilities](index=16&type=section&id=Note%209%20%E2%80%94%20Accounts%20and%20Taxes%20Payable%20and%20Accrued%20Liabilities) This note provides a detailed breakdown of accounts and taxes payable and accrued liabilities, showing changes between reporting periods | Metric | Sep 30, 2019 | Mar 31, 2019 | Change (Absolute) | Change (%) |\n| :--------------------------- | :----------- | :----------- | :---------------- | :--------- |\n| Accounts payable | $16,123,000 | $9,925,000 | $6,198,000 | 62.45% |\n| Income taxes payable | $3,534,000 | $1,553,000 | $1,981,000 | 127.56% |\n| Total accounts and taxes payable | $19,657,000 | $11,478,000 | $8,179,000 | 71.26% | | Metric | Sep 30, 2019 | Mar 31, 2019 | Change (Absolute) | Change (%) |\n| :------------------------------ | :----------- | :----------- | :---------------- | :--------- |\n| Payroll, payroll taxes, benefits | $28,452,000 | $23,647,000 | $4,805,000 | 20.32% |\n| Customer deposits | $42,122,000 | $45,268,000 | $(3,146,000) | (6.95%) |\n| Deferred revenue | $17,538,000 | $16,900,000 | $638,000 | 3.77% |\n| Operating lease liabilities | $13,214,000 | $5,708,000 | $7,506,000 | 131.49% |\n| Total accrued liabilities | $113,284,000 | $105,441,000 | $7,843,000 | 7.44% | [Note 10 – Leases](index=16&type=section&id=Note%2010%20%E2%80%93%20Leases) This note details the company's adoption of ASC 842, including the recognition of Right-of-Use assets, lease liabilities, and lease expense components - The company adopted ASC 842, recognizing a Right-of-Use (ROU) asset of **$94,379,000** and total lease liabilities of **$99,594,000** as of September 30, 2019[74](index=74&type=chunk) | Lease Expense Component | Amount |\n| :---------------------- | :------------ |\n| Operating lease expense | $8,509,000 |\n| Short-term lease expense | $51,000 |\n| Variable lease expense | $43,000 |\n| Total | $8,603,000 | - The weighted average remaining lease term is **8.62 years**, with a weighted average discount rate of **4.0%**[74](index=74&type=chunk) [Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations](index=18&type=section&id=Item%202.%20Management%27s%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) This section provides management's perspective on the company's financial performance, condition, and future outlook, highlighting revenue trends, expense changes, and liquidity [Overview](index=18&type=section&id=Overview) This section provides an overview of CorVel's business as a nationwide provider of medical cost containment and managed care services - CorVel is a nationwide provider of medical cost containment and managed care services for workers' compensation, mobile insurance, and group health[78](index=78&type=chunk) - A long-term trend of decreasing occupational injury and illness incidence rates in the U.S. could lead to fewer medical claims for review[78](index=78&type=chunk) [Patient Management Services](index=18&type=section&id=Patient%20Management%20Services) This section describes the range of patient management services offered, focusing on claims, case, and utilization management to expedite return to work - Services include claims management, case management, 24/7 nurse triage, utilization management, vocational rehabilitation, and life care planning[79](index=79&type=chunk) - Services aim to monitor medical necessity and appropriateness of healthcare and expedite return to work[79](index=79&type=chunk) [Network Solutions Services](index=18&type=section&id=Network%20Solutions%20Services) This section details the company's network solutions, including medical fee auditing, preferred provider management, and pharmacy services - Services include automated medical fee auditing, preferred provider management, retrospective utilization review, facility claim review, professional review, pharmacy services, Medicare solutions, clearinghouse services, independent medical examinations, and inpatient medical bill review[80](index=80&type=chunk) - Includes revenue from directed care network (CareIQ) for imaging, physical therapy, and durable medical equipment[80](index=80&type=chunk) [Organizational Structure](index=19&type=section&id=Organizational%20Structure) This section outlines the company's geographically structured management, with regional, area, and district managers overseeing services and operating results - Management is geographically structured with regional, area, and district managers responsible for all services and operating results in their respective regions[82](index=82&type=chunk) [Business Enterprise Segments](index=19&type=section&id=Business%20Enterprise%20Segments) This section clarifies that the company operates in one reportable managed care segment, with all operating revenue generated within the United States - Operates in one reportable operating segment: managed care[83](index=83&type=chunk) - All operating revenue is generated within the United States[83](index=83&type=chunk) [Seasonality](index=19&type=section&id=Seasonality) This section explains how revenue generation is affected by fewer working days in the third fiscal quarter due due to vacations, weather, and holidays - Revenue generation is impacted by fewer working days in the third fiscal quarter due to vacations, weather, and holidays[85](index=85&type=chunk) [Summary of Quarterly Results](index=19&type=section&id=Summary%20of%20Quarterly%20Results) This section provides a brief overview of the company's quarterly financial performance, highlighting changes in revenues, net income, and diluted EPS - Revenues decreased by **0.8%** to **$147.0 million**, while net income increased by **0.6%** to **$12.871 million**[86](index=86&type=chunk)[89](index=89&type=chunk)[94](index=94&type=chunk) - Diluted EPS increased by **3.0%** to **$0.69 per share**, driven by increased net income and a **1.7%** decrease in weighted diluted shares[90](index=90&type=chunk)[91](index=91&type=chunk)[94](index=94&type=chunk) - General and administrative expenses increased by **9.9%** due to higher legal and corporate system costs[88](index=88&type=chunk)[100](index=100&type=chunk) [Results of Operations (Three Months)](index=20&type=section&id=Results%20of%20Operations%20for%20the%20three%20months%20ended%20September%2030%2C%202019%20and%202018) This section analyzes the company's financial performance for the three months ended September 30, 2019 and 2018, focusing on revenue, cost, and expense trends [Revenues](index=20&type=section&id=Revenues_3M) This section details the revenue performance for the three months, highlighting changes in patient management and network solutions services - Total revenues decreased by **0.8%** to **$147.0 million**[95](index=95&type=chunk) - Network solutions services revenues decreased by **8.9%** to **$51.3 million**, mainly due to a **20.5%** decrease in pharmacy services bills[95](index=95&type=chunk) - Patient management services revenues increased by **4.1%** to **$95.7 million**, now representing **65.7%** of total revenue (up from 62.1%)[93](index=93&type=chunk)[95](index=95&type=chunk) [Cost of Revenues](index=21&type=section&id=Cost%20of%20Revenues_3M) This section explains the changes in cost of revenues for the three months, attributing them to revenue decline and service mix shifts - Cost of revenues decreased by **2.2%** to **$114.1 million**[98](index=98&type=chunk) - Decrease attributed to overall revenue decline and a shift to higher-margin enhanced bill review services, offsetting lower-margin pharmacy services[98](index=98&type=chunk) [General and Administrative Expense](index=21&type=section&id=General%20and%20Administrative%20Expense_3M) This section analyzes the increase in general and administrative expenses for the three months, primarily due to higher legal and corporate system costs - General and administrative expense increased by **9.9%** to **$16.6 million**[100](index=100&type=chunk) - Increase primarily due to higher legal and corporate system costs, with corporate systems costs comprising about **52%** of G&A[99](index=99&type=chunk)[100](index=100&type=chunk) [Income Tax Provision](index=21&type=section&id=Income%20Tax%20Provision_3M) This section discusses the income tax expense and effective tax rate for the three months, noting a decrease in both - Income tax expense decreased by **6.3%** to **$3.4 million**[101](index=101&type=chunk) - Effective tax rate was **20.8%** for the quarter, down from **22.0%** in the prior year[101](index=101&type=chunk) [Results of Operations (Six Months)](index=22&type=section&id=Results%20of%20Operations%20for%20the%20six%20months%20ended%20September%2030%2C%202019%20and%202018) This section analyzes the company's financial performance for the six months ended September 30, 2019 and 2018, focusing on revenue, cost, and expense trends [Revenues](index=22&type=section&id=Revenues_6M) This section details the revenue performance for the six months, highlighting changes in patient management and network solutions services - Total revenues decreased by **0.5%** to **$297.1 million**[105](index=105&type=chunk) - Network solutions services revenues decreased by **14.2%** to **$101.9 million**[105](index=105&type=chunk) - Patient management services revenues increased by **8.5%** to **$195.2 million**, driven by claims management and enhanced bill review programs[105](index=105&type=chunk) [Cost of Revenues](index=22&type=section&id=Cost%20of%20Revenues_6M) This section explains the changes in cost of revenues for the six months, primarily due to overall revenue decline and reduced pharmacy service costs - Cost of revenues decreased by **2.0%** to **$231.1 million**[106](index=106&type=chunk) - Decrease primarily due to overall revenue decline and reduced pharmacy services costs[106](index=106&type=chunk) [General and Administrative Expense](index=22&type=section&id=General%20and%20Administrative%20Expense_6M) This section analyzes the increase in general and administrative expenses for the six months, primarily due to higher corporate systems costs - General and administrative expense increased by **4.2%** to **$32.3 million**[107](index=107&type=chunk) - Increase primarily due to higher corporate systems costs[107](index=107&type=chunk) [Income Tax Provision](index=23&type=section&id=Income%20Tax%20Provision_6M) This section discusses the income tax expense and effective tax rate for the six months, noting a slight increase in expense and a decrease in rate - Income tax expense increased by **1.5%** to **$7.4 million**[109](index=109&type=chunk) - Effective tax rate was **21.8%** for the six months, down from **22.8%** in the prior year[109](index=109&type=chunk) [Liquidity and Capital Resources](index=23&type=section&id=Liquidity%20and%20Capital%20Resources) This section discusses the company's cash flows from operating, investing, and financing activities, along with its contractual obligations and capital management [Operating Activities](index=23&type=section&id=Operating%20Activities) This section details the net cash provided by operating activities, explaining the decrease primarily due to changes in payroll processes - Net cash provided by operating activities decreased by **$2.2 million** to **$46.4 million**[114](index=114&type=chunk) - Decrease primarily due to a change in payroll processes, partially offset by increased net income[114](index=114&type=chunk) [Investing Activities](index=23&type=section&id=Investing%20Activities) This section explains the increase in net cash used in investing activities, primarily due to construction on a newly purchased building - Net cash used in investing activities increased by **$11.1 million** to **$17.5 million**[115](index=115&type=chunk) - Increase primarily due to construction on a building purchased in the greater Portland metropolitan area[115](index=115&type=chunk) [Financing Activities](index=23&type=section&id=Financing%20Activities) This section details the increase in net cash used in financing activities, driven by higher share repurchases - Net cash used in financing activities increased by **$14.9 million** to **$22.7 million**[116](index=116&type=chunk) - Increase driven by higher share repurchases (**$28.3 million** vs. $11.3 million), partially offset by increased stock option exercises[116](index=116&type=chunk) [Contractual Obligations](index=24&type=section&id=Contractual%20Obligations) This table outlines the company's future payment obligations under operating leases and software licenses | Type | Total | Within One Year | Between One and Three Years | Between Three and Five Years | More than Five Years |\n| :------------------ | :------------ | :-------------- | :-------------------------- | :--------------------------- | :------------------- |\n| Operating leases | $95,097,000 | $7,044,000 | $28,752,000 | $27,950,000 | $31,351,000 |\n| Software licenses | $3,790,000 | $1,895,000 | $1,895,000 | — | — |\n| Total | $98,887,000 | $8,939,000 | $30,647,000 | $27,950,000 | $31,351,000 | [Litigation](index=24&type=section&id=Litigation_MD%26A) This section reiterates management's belief that current litigation will not materially impact the company's financial position or results - Management believes current litigation will not materially impact financial position or results[119](index=119&type=chunk) [Inflation](index=24&type=section&id=Inflation) This section addresses the impact of inflation, competitive pricing pressures, and rising costs on the company's operations - Company faces competitive pricing pressures and rising costs for labor, benefits, and leases, but these are not considered material to revenues or net income[120](index=120&type=chunk) [Off-Balance Sheet Arrangements](index=24&type=section&id=Off-Balance%20Sheet%20Arrangements) This section confirms the absence of off-balance sheet arrangements and discusses customary indemnification obligations - No off-balance sheet arrangements as defined by SEC rules[121](index=121&type=chunk) - Customary indemnification obligations exist for service contracts, real estate leases, and officer/director agreements, but no material liabilities have been recorded[121](index=121&type=chunk)[122](index=122&type=chunk) [Critical Accounting Policies](index=24&type=section&id=Critical%20Accounting%20Policies) This section states that critical accounting policies remain consistent with previous filings - Critical accounting policies remain unchanged from the March 31, 2019, Form 10-K[124](index=124&type=chunk) [Recent Accounting Standards Update](index=25&type=section&id=Recent%20Accounting%20Standards%20Update) This section discusses the company's evaluation of the impact of recently issued accounting standards updates - Evaluating impact of ASU 2016-13 (Credit Losses) and ASU 2017-04 (Goodwill Impairment), effective for fiscal years beginning after December 15, 2019[126](index=126&type=chunk)[127](index=127&type=chunk) [Guidance Adopted](index=25&type=section&id=Guidance%20Adopted_MD%26A) This section details the adoption of ASU No. 2016-02, "Leases" (ASC 842), and its non-material impact on financial statements - Adopted ASU No. 2016-02, "Leases" (ASC 842), on April 1, 2019, with no material impact on retained earnings or income statements[128](index=128&type=chunk) [Item 3. Quantitative and Qualitative Disclosures About Market Risk](index=25&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) As of September 30, 2019, the company held no market risk sensitive instruments for trading, did not use derivative financial instruments for hedging, and had no outstanding debt, thus no market risk related to debt - No market risk sensitive instruments for trading or derivative financial instruments for hedging[129](index=129&type=chunk) - No outstanding debt as of September 30, 2019, eliminating debt-related market risk[129](index=129&type=chunk) [Item 4. Controls and Procedures](index=25&type=section&id=Item%204.%20Controls%20and%20Procedures) Management, including the CEO and CFO, concluded that the company's disclosure controls and procedures were effective as of September 30, 2019, with no material changes in internal control over financial reporting during the quarter [Evaluation of Disclosure Controls and Procedures](index=25&type=section&id=Evaluation%20of%20Disclosure%20Controls%20and%20Procedures) This section details the evaluation of the company's disclosure controls and procedures - Disclosure controls and procedures were effective as of September 30, 2019[130](index=130&type=chunk) [Changes in Internal Control over Financial Reporting](index=25&type=section&id=Changes%20in%20Internal%20Control%20over%20Financial%20Reporting) This section reports on any material changes in internal control over financial reporting during the quarter - No material changes in internal control over financial reporting during the quarter[131](index=131&type=chunk) [PART II - OTHER INFORMATION](index=26&type=section&id=PART%20II%20-%20OTHER%20INFORMATION) This part includes legal proceedings, risk factors, information on equity securities, defaults, mine safety, other disclosures, exhibits, and signatures [Item 1. Legal Proceedings](index=26&type=section&id=Item%201.%20Legal%20Proceedings) The company is involved in litigation arising in the ordinary course of business, but management believes these matters will not result in any payment that would be material to the consolidated financial position or results of operations - Management believes ordinary course litigation will not materially impact financial position or results[133](index=133&type=chunk) [Item 1A. Risk Factors](index=26&type=section&id=Item%201A.%20Risk%20Factors) This section updates and supersedes previous risk factor disclosures, emphasizing that past performance is not indicative of future results, and outlines key operational, competitive, and financial risks - Inability to increase market share among national/regional insurance carriers and self-funded employers could adversely affect results[138](index=138&type=chunk) - Increased competition from national managed care providers, PPOs, and insurance companies could lead to declining growth and profits[139](index=139&type=chunk) - Sequential revenue may decline due to factors like decreasing manufacturing employment, fewer workers' compensation claims, price competition, and changes in state laws[140](index=140&type=chunk) - Cybersecurity attacks or IT disruptions could lead to loss/theft of sensitive information, operational disruption, reputational harm, litigation, and regulatory proceedings[143](index=143&type=chunk)[145](index=145&type=chunk)[147](index=147&type=chunk)[148](index=148&type=chunk) - Stock price volatility and the stock repurchase program could diminish cash reserves and may not enhance long-term stockholder value[151](index=151&type=chunk)[152](index=152&type=chunk) - Declines in patient management service referrals and overall workers' compensation claims could materially harm results[153](index=153&type=chunk)[154](index=154&type=chunk) - Healthcare providers' resistance to cost containment techniques and potential litigation could decrease revenue from cost containment operations[156](index=156&type=chunk)[161](index=161&type=chunk)[164](index=164&type=chunk) - Changes in tax laws (e.g., Tax Cuts and Jobs Act interpretations) could adversely affect results and financial condition[158](index=158&type=chunk) - Failure to attract and retain qualified or key personnel, especially V. Gordon Clemons (Chairman) and Michael Combs (CEO/President), could materially adversely affect the business[178](index=178&type=chunk) - Interruption in critical data access or inability to leverage information systems could cause customer cancellations and reduce competitiveness[167](index=167&type=chunk)[182](index=182&type=chunk) - Dependence on Internet infrastructure, sensitivity to regional weather conditions, and natural disasters pose operational risks[183](index=183&type=chunk)[184](index=184&type=chunk)[185](index=185&type=chunk) [Item 2. Unregistered Sales of Equity Securities and Use of Proceeds](index=34&type=section&id=Item%202.%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds) There were no unregistered sales of equity securities, and the company continued its stock repurchase program, repurchasing 224,466 shares for $19.2 million during the quarter ended September 30, 2019, at an average price of $85.50 per share - No unregistered sales of equity securities during the period[187](index=187&type=chunk) | Period | Total Number of Shares Purchased | Average Price Paid Per Share | Maximum Number of Shares that may yet be Purchased Under the Program |\n| :-------------------------- | :------------------------------- | :--------------------------- | :------------------------------------------------------------------- |\n| July 1 to July 31, 2019 | 73,295 | $90.00 | 1,339,056 |\n| August 1 to August 31, 2019 | 77,254 | $85.39 | 1,261,802 |\n| September 1 to Sep 30, 2019 | 73,917 | $81.13 | 1,187,885 |\n| Total | 224,466 | $85.50 | 1,187,885 | [Item 3. Defaults Upon Senior Securities](index=34&type=section&id=Item%203.%20Defaults%20Upon%20Senior%20Securities) No defaults upon senior securities were reported - No defaults upon senior securities[189](index=189&type=chunk) [Item 4. Mine Safety Disclosures](index=34&type=section&id=Item%204.%20Mine%20Safety%20Disclosures) Not applicable to the company - Not applicable[189](index=189&type=chunk) [Item 5. Other Information](index=34&type=section&id=Item%205.%20Other%20Information) No other information was reported - No other information[189](index=189&type=chunk) [Item 6. Exhibits](index=35&type=section&id=Item%206.%20Exhibits) This section lists the exhibits filed with the Form 10-Q, including corporate organizational documents, certifications from the CEO and CFO, and XBRL-formatted financial statements - Includes Amended and Restated Certificate of Incorporation, Bylaws, and Certification of Designation[191](index=191&type=chunk)[192](index=192&type=chunk) - Contains Section 302 and Section 906 certifications from the CEO and CFO[192](index=192&type=chunk)[193](index=193&type=chunk) - Financial statements are provided in XBRL format[194](index=194&type=chunk) [Signatures](index=36&type=section&id=Signatures) The report is signed by Michael G. Combs, Chief Executive Officer and President, and Brandon T. O'Brien, Chief Financial Officer, on November 7, 2019 - Report signed by Michael G. Combs (CEO and President) and Brandon T. O'Brien (CFO) on November 7, 2019[198](index=198&type=chunk)[199](index=199&type=chunk)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2019 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to | --- | --- | |-----------------------------------------------------------------------------------------------------|--------------------------------------- ...

Financial Data and Key Metrics Changes - Earnings per share for the quarter ended June 30, 2019, were a record $0.71, increasing 15% from $0.62 per share in the same quarter of the prior year [5][32] - Revenues for the period were $150 million [5][32] - Net income increased due to attracting a higher mix of CERiS customer business, offsetting decreases in lower margin services [33] Business Line Data and Key Metrics Changes - Revenue for patient management, including third-party administration (TPA) services, was a record $99 million, an annual increase of 13% [33] - Revenue for network solutions sold in the wholesale market for the quarter was $51 million, down 19% from the same quarter of the prior year [35] - Gross profit in the wholesale business was down 17% from March 2018, but improved sequentially from the March quarter [35] Market Data and Key Metrics Changes - The landscape of the Work Comp TPA business consolidated further, opening additional opportunities for the company to align with customers focused on moving their programs forward [34] - The company has now risen to fourth place among the top three workers' compensation third-party administrators [34] Company Strategy and Development Direction - The company is focused on enhancing its claims management model, which has not evolved much over the past 50 years, by creating a new value-added service that improves patient experiences while reducing total costs for employers [6][7] - The company is leveraging emerging technologies such as AI and machine learning to transform its service offerings and improve operational efficiencies [10][15] - The Edge platform is attracting new wholesale customers who are embracing innovative approaches to casualty claims management [36] Management's Comments on Operating Environment and Future Outlook - Management noted that the current healthcare market is very active, with ongoing discussions about healthcare reform and the aging population [17] - The company anticipates that the market will shift from early adopters to a broader customer base as the benefits of new approaches become more apparent [13] - Management addressed a recent security incident that temporarily affected system availability but expressed confidence that it would not have a long-term material adverse impact on the business [29][30] Other Important Information - The company repurchased 124,411 shares for a total price of $9.1 million during the quarter, with a total of 35.6 million shares repurchased to date [37] - The quarter ending cash balance was $104 million, and days sales outstanding (DSO) increased to 41 days, up from one day a year ago [37] Q&A Session Summary Question: What is the impact of the recent security incident? - Management indicated that they are in the early stages of assessing the impact of the security incident and expect to incur certain costs and experience delays, but do not believe it will have a long-term material adverse impact on the business [30]

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended March 31, 2019 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 0-19291 CorVel Corporation (Exact name of Registrant as specified in its Charter) Delaware 33-0282651 ( State or other jurisdiction of incor ...

CorVel Corp. (NASDAQ:CRVL) Q4 2018 Earnings Conference Call May 30, 2019 11:30 AM ET Company Participants Michael Combs - President Brandon O'Brien - Chief Financial Officer Conference Call Participants Operator Thank you for standing by. Welcome to the CorVel Corporation Quarterly Earnings Release Webcast. During the course of this webcast, CorVel Corporation may make projections or other forward-looking statements regarding future events or the future financial performances of the Company. CorVel wishes t ...

PART I - FINANCIAL INFORMATION [Item 1. Financial Statements](index=3&type=section&id=Item%201.%20Financial%20Statements) This section presents CorVel Corporation's unaudited consolidated financial statements, including balance sheets, income statements, equity, and cash flows, with notes on key highlights and accounting standard adoptions [Consolidated Balance Sheets](index=3&type=section&id=Consolidated%20Balance%20Sheets) This section provides a snapshot of the company's financial position, detailing assets, liabilities, and equity at specific points in time Consolidated Balance Sheets | Metric | December 31, 2018 (Unaudited) | March 31, 2018 | | :----------------------------- | :---------------------------- | :------------- | | **Assets** | | | | Cash and cash equivalents | $96,483,000 | $55,771,000 | | Total current assets | $210,022,000 | $163,317,000 | | TOTAL ASSETS | $313,745,000 | $274,004,000 | | **Liabilities & Equity** | | | | Total current liabilities | $117,416,000 | $97,989,000 | | Total liabilities | $121,477,000 | $102,828,000 | | Total stockholders' equity | $192,268,000 | $171,176,000 | | TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY | $313,745,000 | $274,004,000 | - Total assets increased by **$39.7 million (14.5%)** from March 31, 2018, to December 31, 2018, driven primarily by a **$40.7 million increase in cash and cash equivalents**[5](index=5&type=chunk) - Total stockholders' equity increased by **$21.1 million (12.3%)** from March 31, 2018, to December 31, 2018[5](index=5&type=chunk) [Consolidated Income Statements (Three months ended December 31, 2018 and 2017)](index=4&type=section&id=Consolidated%20Income%20Statements%20(Three%20months%20ended%20December%2031%2C%202018%20and%202017)) This section details the company's financial performance over three months, highlighting revenues, costs, and net income Consolidated Income Statements (Three months ended December 31, 2018 and 2017) | Metric | Three Months Ended Dec 31, 2018 | Three Months Ended Dec 31, 2017 | Change ($) | Change (%) | | :--------------------------------- | :------------------------------ | :------------------------------ | :--------- | :--------- | | REVENUES | $146,082,000 | $140,734,000 | $5,348,000 | 3.8% | | Cost of revenues | $116,728,000 | $115,165,000 | $1,563,000 | 1.4% | | Gross profit | $29,354,000 | $25,569,000 | $3,785,000 | 14.8% | | General and administrative expenses | $15,803,000 | $15,496,000 | $307,000 | 2.0% | | Income before income tax provision | $13,551,000 | $10,073,000 | $3,478,000 | 34.5% | | Income tax provision | $3,253,000 | $504,000 | $2,749,000 | 545.4% | | NET INCOME | $10,298,000 | $9,569,000 | $729,000 | 7.6% | | Basic EPS | $0.55 | $0.51 | $0.04 | 7.8% | | Diluted EPS | $0.54 | $0.50 | $0.04 | 8.0% | - Income tax provision increased significantly by **545.4%** due to the downward revaluation of deferred income tax liabilities resulting from the Tax Cuts and Jobs Act in the prior year[94](index=94&type=chunk)[106](index=106&type=chunk) [Consolidated Income Statements (Nine months ended December 31, 2018 and 2017)](index=5&type=section&id=Consolidated%20Income%20Statements%20(Nine%20months%20ended%20December%2031%2C%202018%20and%202017)) This section presents the company's cumulative financial performance over nine months, detailing revenue, expenses, and net income trends Consolidated Income Statements (Nine months ended December 31, 2018 and 2017) | Metric | Nine Months Ended Dec 31, 2018 | Nine Months Ended Dec 31, 2017 | Change ($) | Change (%) | | :--------------------------------- | :----------------------------- | :----------------------------- | :--------- | :--------- | | REVENUES | $444,656,000 | $414,777,000 | $29,879,000 | 7.2% | | Cost of revenues | $352,459,000 | $334,675,000 | $17,784,000 | 5.3% | | Gross profit | $92,197,000 | $80,102,000 | $12,095,000 | 15.1% | | General and administrative expenses | $46,834,000 | $43,794,000 | $3,040,000 | 6.9% | | Income before income tax provision | $45,363,000 | $36,308,000 | $9,055,000 | 24.9% | | Income tax provision | $10,498,000 | $9,571,000 | $927,000 | 9.7% | | NET INCOME | $34,865,000 | $26,737,000 | $8,128,000 | 30.4% | | Basic EPS | $1.85 | $1.42 | $0.43 | 30.3% | | Diluted EPS | $1.83 | $1.41 | $0.42 | 29.8% | - Revenue growth was primarily driven by a **16.2% increase in patient management services**, particularly from claims management customers[110](index=110&type=chunk) - Network solutions services revenue decreased by **4.5%** due to a **24.4% decrease in pharmacy services bills reviewed**[110](index=110&type=chunk) [Consolidated Stockholders' Equity (Three and nine months ended December 31, 2018 and 2017)](index=6&type=section&id=Consolidated%20Stockholders%27%20Equity%20(Three%20and%20nine%20months%20ended%20December%2031%2C%202018%20and%202017)) This section outlines changes in the company's equity over the three and nine-month periods, reflecting net income, stock transactions, and compensation Consolidated Stockholders' Equity (Three and nine months ended December 31, 2018 and 2017) | Metric | Dec 31, 2018 (9 Months) | Dec 31, 2017 (9 Months) | | :--------------------------------- | :---------------------- | :---------------------- | | Total Stockholders' Equity (End of Period) | $192,268,000 | $160,180,000 | | Net Income | $34,865,000 | $26,737,000 | | Purchase of treasury stock | $(22,591,000) | $(11,187,000) | | Stock issued under stock option plan, net of shares repurchased | $5,456,000 | $2,404,000 | | Stock-based compensation expense | $3,110,000 | $2,382,000 | - Total stockholders' equity increased to **$192.3 million** as of December 31, 2018, from **$171.2 million** as of March 31, 2018, primarily due to net income and stock option exercises, partially offset by treasury stock repurchases[5](index=5&type=chunk)[12](index=12&type=chunk) [Consolidated Statements of Cash Flows (Nine months ended December 31, 2018 and 2017)](index=7&type=section&id=Consolidated%20Statements%20of%20Cash%20Flows%20(Nine%20months%20ended%20December%2031%2C%202018%20and%202017)) This section details the company's cash inflows and outflows from operating, investing, and financing activities over nine months Consolidated Statements of Cash Flows (Nine months ended December 31, 2018 and 2017) | Cash Flow Activity | Nine Months Ended Dec 31, 2018 | Nine Months Ended Dec 31, 2017 | Change ($) | | :--------------------------------- | :----------------------------- | :----------------------------- | :--------- | | Net cash provided by operating activities | $67,903,000 | $49,878,000 | $18,025,000 | | Net cash (used in) investing activities | $(10,308,000) | $(16,336,000) | $6,028,000 | | Net cash (used in) financing activities | $(16,883,000) | $(8,560,000) | $(8,323,000) | | Increase in cash and cash equivalents | $40,712,000 | $24,982,000 | $15,730,000 | | Cash and cash equivalents at end of period | $96,483,000 | $53,593,000 | $42,890,000 | - Net cash from operating activities increased by **$18.0 million**, primarily due to higher net income and improved accounts receivable collections (DSO improved from 42 to 39 days)[120](index=120&type=chunk) - Net cash used in financing activities increased by **$8.3 million**, mainly due to increased share repurchases (**$22.6 million** in 2018 vs **$11.2 million** in 2017), partially offset by higher stock option exercises[123](index=123&type=chunk) [Notes to Consolidated Financial Statements](index=8&type=section&id=Notes%20to%20Consolidated%20Financial%20Statements%20(unaudited)%20%E2%80%93%20December%2031%2C%202018) This section provides detailed explanations and additional information supporting the consolidated financial statements [Note 1 — Summary of Significant Accounting Policies](index=8&type=section&id=Note%201%20%E2%80%94%20Summary%20of%20Significant%20Accounting%20Policies) This note outlines the key accounting principles and methods used in preparing the financial statements - The company adopted ASC 606 (Revenue from Contracts with Customers), ASU 2016-01 (Financial Instruments), and ASU 2016-15 (Statement of Cash Flows) on April 1, 2018, with **no material impact** on consolidated financial statements[22](index=22&type=chunk)[23](index=23&type=chunk)[24](index=24&type=chunk) - ASU No. 2016-02, 'Leases', effective April 1, 2019, is expected to result in lease-related assets and liabilities on the balance sheet, with the company currently evaluating its full impact[21](index=21&type=chunk) - Subsequent to December 31, 2018, the company repurchased **70,019 shares** of common stock for **$4,398,000** at an average of **$62.81 per share**[19](index=19&type=chunk) [Note 2 – Revenue Recognition](index=9&type=section&id=Note%202%20%E2%80%93%20Revenue%20Recognition) This note details the company's policies and methods for recognizing revenue from its various service lines - The company adopted ASC 606 using the modified retrospective method, with **no material impact** on income statements or balance sheets for the three and nine months ended December 31, 2018[27](index=27&type=chunk)[28](index=28&type=chunk) - Revenue is recognized when control of promised services is transferred to customers, with performance obligations satisfied over time for patient management services and at a point in time for network solutions services[29](index=29&type=chunk)[31](index=31&type=chunk)[34](index=34&type=chunk) Revenue by Service Line | Service Line | Three Months Ended Dec 31, 2018 | Nine Months Ended Dec 31, 2018 | | :---------------------- | :------------------------------ | :----------------------------- | | Patient management services | $92,130,000 | $271,966,000 | | Network solutions services | $53,952,000 | $172,690,000 | | Total services | $146,082,000 | $444,656,000 | - As of December 31, 2018, remaining performance obligations totaled **$39.3 million**, with approximately **79%** expected to be recognized as revenue within one year[46](index=46&type=chunk) [Note 3 — Stock-Based Compensation and Stock Options](index=12&type=section&id=Note%203%20%E2%80%94%20Stock-Based%20Compensation%20and%20Stock%20Options) This note describes the accounting for stock-based compensation and the activity related to stock options Stock-Based Compensation Expense (Three Months) | Metric | Three Months Ended Dec 31, 2018 | Three Months Ended Dec 31, 2017 | | :---------------------------------------------------------------------------------- | :------------------------------ | :------------------------------ | | Total stock-based compensation expense (before tax) | $1,023,000 | $852,000 | | Amount charged against net income | $777,000 | $809,000 | | Effect on diluted earnings per share | $(0.04) | $(0.04) | | Weighted-average grant-date fair value of options granted | $20.44 | $21.55 | Stock-Based Compensation Expense (Nine Months) | Metric | Nine Months Ended Dec 31, 2018 | Nine Months Ended Dec 31, 2017 | | :---------------------------------------------------------------------------------- | :----------------------------- | :----------------------------- | | Total stock-based compensation expense (before tax) | $3,110,000 | $2,382,000 | | Amount charged against net income | $2,364,000 | $1,754,000 | | Effect on diluted earnings per share | $(0.12) | $(0.09) | - Performance-based stock options compensation expense was **$360,000** for the three months and **$1,201,000** for the nine months ended December 31, 2018[62](index=62&type=chunk) [Note 4 — Treasury Stock](index=15&type=section&id=Note%204%20%E2%80%94%20Treasury%20Stock) This note details the company's treasury stock activities, including share repurchases - The company repurchased **186,574 shares** for **$11.3 million** (average **$60.51/share**) during the three months ended December 31, 2018, and **386,552 shares** for **$22.6 million** (average **$58.44/share**) during the nine months ended December 31, 2018[63](index=63&type=chunk) - As of December 31, 2018, **35,267,631 shares** had been repurchased since the program's inception in 1996, representing **65%** of outstanding common stock had there been no repurchases, at an average price of **$12.86 per share**[63](index=63&type=chunk) [Note 5 — Weighted Average Shares and Net Income Per Share](index=15&type=section&id=Note%205%20%E2%80%94%20Weighted%20Average%20Shares%20and%20Net%20Income%20Per%20Share) This note provides details on the calculation of basic and diluted earnings per share, including weighted average shares outstanding Weighted Average Shares (Three Months) | Metric | Three Months Ended Dec 31, 2018 | Three Months Ended Dec 31, 2017 | | :---------------------------------- | :------------------------------ | :------------------------------ | | Basic weighted average common shares outstanding | 18,758,000 | 18,849,000 | | Diluted weighted average common and common equivalent shares | 18,984,000 | 19,121,000 | Weighted Average Shares (Nine Months) | Metric | Nine Months Ended Dec 31, 2018 | Nine Months Ended Dec 31, 2017 | | :---------------------------------- | :----------------------------- | :----------------------------- | | Basic weighted average common shares outstanding | 18,852,000 | 18,806,000 | | Diluted weighted average common and common equivalent shares | 19,058,000 | 19,029,000 | [Note 6 — Shareholder Rights Plan](index=16&type=section&id=Note%206%20%E2%80%94%20Shareholder%20Rights%20Plan) This note describes the company's Shareholder Rights Plan, designed to protect shareholders in potential takeover scenarios - The Shareholder Rights Plan, extended to **February 10, 2022**, aims to ensure fair treatment for shareholders in takeover events and encourages negotiation with the Board[69](index=69&type=chunk)[70](index=70&type=chunk) - Rights become exercisable at **$118 per share** if a person or group acquires **15% or more** of common stock without Board approval[71](index=71&type=chunk) [Note 7 — Other Intangible Assets](index=16&type=section&id=Note%207%20%E2%80%94%20Other%20Intangible%20Assets) This note provides details on the company's intangible assets, including their cost, accumulated amortization, and net value Other Intangible Assets | Item | Life | Cost | Accumulated Amortization at Dec 31, 2018 | Cost, Net of Accumulated Amortization at Dec 31, 2018 | | :---------------------- | :------- | :--------- | :--------------------------------------- | :---------------------------------------------------- | | Covenants Not to Compete | 5 Years | $775,000 | $775,000 | $0 | | Customer Relationships | 18-20 Years | $7,922,000 | $4,888,000 | $3,034,000 | | TPA Licenses | 15 Years | $204,000 | $155,000 | $49,000 | | Total | | $8,901,000 | $5,818,000 | $3,083,000 | - Total other intangible assets, net, decreased from **$3,415,000** at March 31, 2018, to **$3,083,000** at December 31, 2018[73](index=73&type=chunk)[76](index=76&type=chunk) [Note 8 — Line of Credit](index=17&type=section&id=Note%208%20%E2%80%94%20Line%20of%20Credit) This note describes the company's revolving credit facility and its compliance with loan covenants - The company renewed its **$10 million** revolving credit facility in September 2018, expiring September 2019[77](index=77&type=chunk) - As of December 31, 2018, there were **no outstanding revolving loans**, but **$4.5 million** in letters of credit were issued separately[77](index=77&type=chunk) - The company is in compliance with all loan covenants, including maintaining a current assets to liabilities ratio of at least **1.25:1**, a current debt to tangible net worth ratio not greater than **1.25:1**, and positive net income[77](index=77&type=chunk) [Note 9 — Contingencies and Legal Proceedings](index=17&type=section&id=Note%209%20%E2%80%94%20Contingencies%20and%20Legal%20Proceedings) This note addresses potential financial impacts from ongoing legal matters and contingencies - Management believes that the resolution of ongoing litigation in the ordinary course of business will **not have a material impact** on the company's consolidated financial position or results of operations[78](index=78&type=chunk) [Note 10 — Accounts and Taxes Payable and Accrued Liabilities](index=17&type=section&id=Note%2010%20%E2%80%94%20Accounts%20and%20Taxes%20Payable%20and%20Accrued%20Liabilities) This note provides a breakdown of the company's accounts payable, income taxes payable, and various accrued liabilities Accounts and Taxes Payable and Accrued Liabilities | Liability Category | December 31, 2018 | March 31, 2018 | | :----------------------------------- | :---------------- | :--------------- | | Accounts payable | $9,893,000 | $11,787,000 | | Income taxes payable and uncertain tax positions | $5,370,000 | $1,666,000 | | Total accounts and taxes payable | $15,263,000 | $13,453,000 | | Payroll, payroll taxes and employee benefits | $24,350,000 | $15,100,000 | | Customer deposits | $42,638,000 | $35,496,000 | | Deferred revenue | $16,049,000 | $15,316,000 | | Total accrued liabilities | $102,153,000 | $84,536,000 | - Total accrued liabilities increased by **$17.6 million** from March 31, 2018, to December 31, 2018, primarily due to increases in payroll, payroll taxes, employee benefits, and customer deposits[79](index=79&type=chunk) [Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations](index=17&type=section&id=Item%202.%20Management%27s%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) This section provides management's perspective on the company's financial performance, condition, and operational results for the three and nine months ended December 31, 2018. It details revenue drivers, cost changes, and the impact of accounting standards and tax reforms. The company's liquidity remains strong, primarily funded by operations, with sufficient resources to meet expected cash requirements for the next twelve months [Overview](index=18&type=section&id=Overview) This overview introduces CorVel Corporation's business, services, and the market trends affecting its operations - CorVel Corporation is a nationwide provider of medical cost containment and managed care services for workers' compensation, mobile insurance, and group health insurance claims[83](index=83&type=chunk) - The company's services aim to manage medical costs and monitor care quality for insurance companies, TPAs, governmental entities, and self-administered employers[83](index=83&type=chunk) - A long-term trend of decreasing occupational injury and illness incidence rates in the U.S. could lead to fewer medical dollars to be reviewed[83](index=83&type=chunk) [Patient Management Services](index=18&type=section&id=Patient%20Management%20Services) This section describes the range of patient management services offered by the company, focusing on claims and care coordination - Patient management services include claims management, case management, 24/7 nurse triage, utilization management, vocational rehabilitation, and life care planning[84](index=84&type=chunk) - These services monitor medical necessity and appropriateness of healthcare for claimants and expedite return to work, offered stand-alone or integrated[84](index=84&type=chunk) [Network Solutions Services](index=18&type=section&id=Network%20Solutions%20Services) This section details the company's network solutions services, aimed at reducing medical service prices and managing provider networks - Network solutions services aim to reduce medical service prices for workers' compensation, auto, and group health claims[85](index=85&type=chunk) - Services include automated medical fee auditing, preferred provider management, retrospective utilization review, facility claim review, pharmacy services, and directed care network (CareIQ) for imaging, physical therapy, and durable medical equipment[85](index=85&type=chunk) [Organizational Structure](index=19&type=section&id=Organizational%20Structure) This section outlines the company's management structure, emphasizing its geographical and service-line organization - Management is structured geographically with regional vice presidents overseeing all services and operating results in multiple states, supported by area and district managers[87](index=87&type=chunk) [Business Enterprise Segments](index=19&type=section&id=Business%20Enterprise%20Segments) This section clarifies the company's operating segments and geographical revenue generation - The company operates in **one reportable operating segment**: managed care, with services delivered through local offices in each region[88](index=88&type=chunk) - All regions provide both patient management and network solutions services, with virtually all operating revenue generated within the United States[88](index=88&type=chunk) [Seasonality](index=19&type=section&id=Seasonality) This section discusses how seasonal factors, such as holidays and weather, impact the company's operational results - The company is affected by changes in working days, with generally fewer working days in the third fiscal quarter due to employee vacations, inclement weather, and holidays[90](index=90&type=chunk) [Summary of Quarterly Results](index=19&type=section&id=Summary%20of%20Quarterly%20Results) This section provides a brief overview of the company's financial performance for the most recent quarter - Revenues increased by **3.8%** to **$146.1 million** for the quarter ended December 31, 2018, driven by an increase in patient management services[91](index=91&type=chunk) - Net income increased by **7.6%** to **$10.3 million**, and diluted EPS increased by **8.0%** to **$0.54 per share** for the quarter[7](index=7&type=chunk)[96](index=96&type=chunk)[99](index=99&type=chunk) - Income tax expense surged by **545.4%** due to the revaluation of deferred income tax liabilities following the Tax Cuts and Jobs Act in the prior year[94](index=94&type=chunk)[106](index=106&type=chunk) [Results of Operations (Three Months)](index=20&type=section&id=Results%20of%20Operations%20for%20the%20three%20months%20ended%20December%2031%2C%202018%20and%202017) This section analyzes the company's financial performance for the three months ended December 31, 2018, compared to the prior year Results of Operations (Three Months) | Metric | Dec 31, 2018 | Dec 31, 2017 | Change ($) | Change (%) | | :--------------------------------- | :----------- | :----------- | :--------- | :--------- | | Revenue | $146,082,000 | $140,734,000 | $5,348,000 | 3.8% | | Cost of revenues | $116,728,000 | $115,165,000 | $1,563,000 | 1.4% | | Gross profit | $29,354,000 | $25,569,000 | $3,785,000 | 14.8% | | General and administrative | $15,803,000 | $15,496,000 | $307,000 | 2.0% | | Income before income tax provision | $13,551,000 | $10,073,000 | $3,478,000 | 34.5% | | Income tax provision | $3,253,000 | $504,000 | $2,749,000 | 545.4% | | Net income | $10,298,000 | $9,569,000 | $729,000 | 7.6% | | Diluted EPS | $0.54 | $0.50 | $0.04 | 8.0% | - Patient management services revenue increased by **16.1%** to **$92.1 million**, becoming **63.1%** of total revenue (up from **56.4%**)[100](index=100&type=chunk) - Network solutions services revenue decreased by **12.1%** to **$54 million**, primarily due to a **34.5% decrease in pharmacy services bills reviewed**[100](index=100&type=chunk) - Cost of revenues increased by **1.4%** due to a **3.8% increase in total revenues** and a **$3.3 million increase in salaries** from higher field operations headcount[103](index=103&type=chunk) [Results of Operations (Nine Months)](index=22&type=section&id=Results%20of%20Operations%20for%20the%20nine%20months%20ended%20December%2031%2C%202018%20and%202017) This section analyzes the company's financial performance for the nine months ended December 31, 2018, compared to the prior year Results of Operations (Nine Months) | Metric | Dec 31, 2018 | Dec 31, 2017 | Change ($) | Change (%) | | :--------------------------------- | :----------- | :----------- | :--------- | :--------- | | Revenue | $444,656,000 | $414,777,000 | $29,879,000 | 7.2% | | Cost of revenues | $352,459,000 | $334,675,000 | $17,784,000 | 5.3% | | Gross profit | $92,197,000 | $80,102,000 | $12,095,000 | 15.1% | | General and administrative | $46,834,000 | $43,794,000 | $3,040,000 | 6.9% | | Income before income tax provision | $45,363,000 | $36,308,000 | $9,055,000 | 24.9% | | Income tax provision | $10,498,000 | $9,571,000 | $927,000 | 9.7% | | Net income | $34,865,000 | $26,737,000 | $8,128,000 | 30.4% | | Diluted EPS | $1.83 | $1.41 | $0.42 | 29.8% | - Revenue increased by **7.2%** to **$444.7 million**, driven by a **16.2% increase in patient management services**, while network solutions services decreased by **4.5%**[110](index=110&type=chunk) - Cost of revenues increased by **5.3%** due to revenue increases in lower-margin TPA services and a **$14.4 million increase in salaries** from higher field operations headcount[111](index=111&type=chunk) - General and administrative expense increased by **6.9%** due to higher legal expenses and corporate systems costs[112](index=112&type=chunk) - The effective tax rate for the nine months ended December 31, 2018, was **23.1%**, up from **18.7%** in the prior year, influenced by the Tax Cuts and Jobs Act[114](index=114&type=chunk) [Liquidity and Capital Resources](index=23&type=section&id=Liquidity%20and%20Capital%20Resources) This section discusses the company's ability to generate and manage cash, including working capital, cash flows, and funding sources - Working capital increased by **$27.3 million** to **$92.6 million** as of December 31, 2018, from **$65.3 million** as of March 31, 2018[115](index=115&type=chunk) - Cash and cash equivalents increased by **$40.7 million** to **$96.5 million**, primarily from net income and stock option exercises, partially offset by share repurchases and capital expenditures[115](index=115&type=chunk) - The company believes cash from operations, stock option exercises, and the **$10 million** revolving credit facility (renewed in September 2018) are sufficient to fund operations, share repurchases, and new services for at least the next twelve months[116](index=116&type=chunk)[118](index=118&type=chunk)[119](index=119&type=chunk) [Operating Activities](index=23&type=section&id=Operating%20Activities) This section analyzes the cash generated or used by the company's primary business operations - Net cash provided by operating activities increased by **$18.0 million** to **$67.9 million** for the nine months ended December 31, 2018[120](index=120&type=chunk) - This increase was driven by higher net income and improved accounts receivable collections, with Days Sales Outstanding (DSO) improving from **42 to 39 days**[120](index=120&type=chunk) [Investing Activities](index=23&type=section&id=Investing%20Activities) This section details the cash flows related to the acquisition and disposal of long-term assets - Net cash used in investing activities decreased by **$6.0 million** to **$10.3 million** for the nine months ended December 31, 2018[121](index=121&type=chunk) - Capital purchases were **$10.3 million** in 2018, down from **$16.3 million** in 2017[121](index=121&type=chunk) [Financing Activities](index=24&type=section&id=Financing%20Activities) This section examines the cash flows related to debt, equity, and dividend transactions - Net cash used in financing activities increased by **$8.3 million** to **$16.9 million** for the nine months ended December 31, 2018[123](index=123&type=chunk) - This increase was primarily due to higher spending on share repurchases (**$22.6 million** in 2018 vs **$11.2 million** in 2017), partially offset by a **$3.1 million increase in stock option exercises**[123](index=123&type=chunk) [Contractual Obligations](index=24&type=section&id=Contractual%20Obligations) This section outlines the company's future payment commitments under various contractual agreements Contractual Obligations | Obligation Type | Total | Within One Year | Between One and Three Years | Between Three and Five Years | More than Five Years | | :-------------------- | :------------ | :-------------- | :-------------------------- | :--------------------------- | :------------------- | | Operating leases | $70,449,000 | $14,028,000 | $25,120,000 | $17,371,000 | $13,930,000 | | Uncertain tax positions | $1,532,000 | $1,532,000 | $0 | $0 | $0 | | Total | $71,981,000 | $15,560,000 | $25,120,000 | $17,371,000 | $13,930,000 | [Litigation](index=24&type=section&id=Litigation) This section addresses the potential financial impact of legal proceedings on the company - Management believes that resolution of litigation arising in the ordinary course of business will **not result in any payment material** to the company's financial position or results of operations[125](index=125&type=chunk) [Inflation](index=24&type=section&id=Inflation) This section discusses the effects of inflation on the company's operations and financial results - The company experiences pricing pressures from competition and rising costs for labor, employee benefits, and facility leases, but generally does not believe these impacts are material to revenues or net income[126](index=126&type=chunk) [Off-Balance Sheet Arrangements](index=24&type=section&id=Off-Balance%20Sheet%20Arrangements) This section clarifies the company's involvement in off-balance sheet transactions and arrangements - The company is **not a party to off-balance sheet arrangements** as defined by SEC rules[127](index=127&type=chunk) - The company enters into customary indemnification contracts (e.g., for services, real estate leases, officers/directors) where specific or maximum dollar amounts are not explicitly stated, and **no material liabilities** have been recorded for these obligations[127](index=127&type=chunk)[128](index=128&type=chunk) [Critical Accounting Policies](index=24&type=section&id=Critical%20Accounting%20Policies) This section highlights the accounting policies that require significant management judgment and estimates - **No changes** in critical accounting policies have been made since the filing of the Annual Report on Form 10-K for the fiscal year ended March 31, 2018[131](index=131&type=chunk) - Management's judgments and estimates in applying critical accounting policies could differ from actual results, but no reasonably likely events are currently known that would cause materially different amounts to be reported[131](index=131&type=chunk) [Recent Accounting Standards Update](index=25&type=section&id=Recent%20Accounting%20Standards%20Update) This section discusses the impact of recently issued accounting standards on the company's financial reporting - ASU No. 2016-02, 'Leases', effective April 1, 2019, will require lessees to record a right-of-use asset and a lease liability for leases over 12 months, with the company currently evaluating its impact[132](index=132&type=chunk) [Guidance Adopted](index=25&type=section&id=Guidance%20Adopted) This section details the accounting guidance that the company has recently implemented - The company adopted ASC 606 (Revenue from Contracts with Customers), ASU 2016-01 (Financial Instruments), and ASU 2016-15 (Statement of Cash Flows) on April 1, 2018, with **no material impact** on consolidated financial statements[133](index=133&type=chunk)[134](index=134&type=chunk)[135](index=135&type=chunk) [Item 3. Quantitative and Qualitative Disclosures About Market Risk](index=25&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) As of December 31, 2018, CorVel Corporation held no market risk sensitive instruments for trading purposes and did not use derivative financial instruments to hedge market risk. The company had no outstanding debt, thus no market risk related to debt - The company held **no market risk sensitive instruments** for trading purposes as of December 31, 2018[136](index=136&type=chunk) - **No derivative financial instruments** were employed to hedge market risk[136](index=136&type=chunk) - The company had **no debt outstanding**, eliminating market risk related to debt[136](index=136&type=chunk) [Item 4. Controls and Procedures](index=25&type=section&id=Item%204.%20Controls%20and%20Procedures) Management, including the CEO and CFO, concluded that the company's disclosure controls and procedures were effective as of December 31, 2018. Following a CEO change in January 2019, control responsibilities were reassigned, but no material adverse changes to internal controls over financial reporting occurred during the quarter - Disclosure controls and procedures were evaluated as **effective** by management, CEO, and CFO as of December 31, 2018[138](index=138&type=chunk) - Michael G. Combs replaced V. Gordon Clemons as CEO on January 18, 2019, leading to reassignment of certain control responsibilities[139](index=139&type=chunk) - **No material changes** to internal controls over financial reporting occurred during the three months ended December 31, 2018[139](index=139&type=chunk) PART II. OTHER INFORMATION [Item 1. Legal Proceedings](index=25&type=section&id=Item%201.%20Legal%20Proceedings) The company is involved in routine litigation, but management does not anticipate that the resolution of these matters will have a material adverse effect on its financial position or operational results - The company is involved in litigation arising in the ordinary course of business[140](index=140&type=chunk) - Management believes that the resolution of these matters will **not result in any payment** that, individually or in the aggregate, would be material to the consolidated financial position or results of operations[140](index=140&type=chunk) [Item 1A. Risk Factors](index=26&type=section&id=Item%201A.%20Risk%20Factors) This section details significant risks including growth challenges, intense competition, revenue volatility, tax act impacts, operational vulnerabilities, and regulatory changes that could adversely affect the company - Failure to grow internally or through strategic acquisitions, or difficulties in integrating acquired businesses, could hinder business plan execution and service levels[144](index=144&type=chunk)[145](index=145&type=chunk) - Increased competition from national managed care providers, PPOs, and insurance carriers, along with potential in-house service provision by customers, could reduce growth and profits[147](index=147&type=chunk) - Sequential revenue may decline due to factors like decreasing workers' compensation claims, price competition, and changes in state laws, leading to stock price volatility[149](index=149&type=chunk)[152](index=152&type=chunk) - The stock repurchase program may not enhance long-term stockholder value, could increase stock price volatility, and diminishes cash reserves[153](index=153&type=chunk) - Declines in workers' compensation claims and increased resistance from healthcare providers to cost containment techniques could materially harm results[156](index=156&type=chunk)[158](index=158&type=chunk) - Uncertainties regarding the Tax Cuts and Jobs Act, including future regulations and interpretations, could adversely affect financial condition[159](index=159&type=chunk) - Breaches of security, cybersecurity attacks, or interruptions in critical data access could lead to information loss, litigation, reputational harm, and loss of customers[162](index=162&type=chunk)[168](index=168&type=chunk)[186](index=186&type=chunk) - Exposure to litigation and legal liability, particularly concerning medical treatment recommendations and managed care programs, could result in significant liabilities[163](index=163&type=chunk)[165](index=165&type=chunk) - Failure to attract and retain qualified or key personnel, including CEO Michael Combs and Chairman V. Gordon Clemons, could adversely affect business operations[180](index=180&type=chunk) - Changes in government regulations, including licensing requirements and healthcare reforms, could increase operational costs or reduce demand for services[174](index=174&type=chunk)[175](index=175&type=chunk)[176](index=176&type=chunk) - The introduction of new technologies or industry standards could render existing software products obsolete, and delays in developing new software could harm the business[178](index=178&type=chunk)[179](index=179&type=chunk) [Item 2. Unregistered Sales of Equity Securities and Use of Proceeds](index=32&type=section&id=Item%202.%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds) No unregistered equity sales occurred, while the company continued its stock repurchase program, buying back 186,574 shares for $11.3 million during the quarter - **No unregistered sales** of equity securities occurred during the period[189](index=189&type=chunk) Stock Repurchase Program Activity | Period | Total Number of Shares Purchased | Average Price Paid Per Share | Shares Purchased as Part of Publicly Announced Program | Maximum Number of Shares that may yet be Purchased Under the Program | | :-------------------------- | :----------------------------- | :--------------------------- | :----------------------------------------------------- | :------------------------------------------------------------------- | | October 1 to October 31, 2018 | 81,308 | $56.56 | 81,308 | 837,635 | | November 1 to November 30, 2018 | 49,036 | $64.08 | 49,036 | 788,599 | | December 1 to December 31, 2018 | 56,230 | $63.11 | 56,230 | 732,369 | | Total | 186,574 | $60.51 | 186,574 | 732,369 | - The stock repurchase program, authorized for up to **36,000,000 shares**, has **no expiration date**, with **35,267,631 shares** repurchased over its life as of December 31, 2018[192](index=192&type=chunk) [Item 3. Defaults Upon Senior Securities](index=34&type=section&id=Item%203.%20Defaults%20Upon%20Senior%20Securities) There were no defaults upon senior securities during the period covered by this report - **No defaults** upon senior securities occurred[193](index=193&type=chunk) [Item 4. Mine Safety Disclosures](index=34&type=section&id=Item%204.%20Mine%20Safety%20Disclosures) This item is not applicable to the company's operations - Mine Safety Disclosures are **not applicable** to the company[194](index=194&type=chunk) [Item 5. Other Information](index=34&type=section&id=Item%205.%20Other%20Information) Performance-based stock options were granted to key executives on November 1, 2018, vesting upon achieving specific EPS targets for calendar years 2019-2021 - Performance options were granted to key executives on **November 1, 2018**, including the CEO, CFO, and other senior management[195](index=195&type=chunk) - These options vest based on achieving specific earnings per share targets for calendar years **2019, 2020, and 2021**[195](index=195&type=chunk) - The exercise price of the options equaled the closing price of the common stock on the grant date[195](index=195&type=chunk) [Item 6. Exhibits](index=35&type=section&id=Item%206.%20Exhibits) This section lists all exhibits filed with the Form 10-Q, including corporate governance documents, executive compensation agreements, certifications, and XBRL-formatted financial statements - Exhibits include the Restated Certificate of Incorporation, Restated Bylaws, and Certification of Designation Increasing the Number of Shares of Series A Junior Participating Preferred Stock[199](index=199&type=chunk) - Performance option agreements dated **November 1, 2018**, for key executives (Michael G. Combs, Diane J. Blaha, Michael D. Saverien, Maxim Shishin, Brandon T. O'Brien, and Jennifer Yoss) are included[199](index=199&type=chunk) - Certifications from the CEO and CFO pursuant to Section 302 and Section 906 of the Sarbanes-Oxley Act of 2002 are provided[199](index=199&type=chunk) - XBRL-formatted financial statements (Consolidated Balance Sheets, Income Statements, Stockholders' Equity, and Cash Flows) for the reported periods are furnished[199](index=199&type=chunk) [SIGNATURES](index=36&type=section&id=SIGNATURES) The report is duly signed on behalf of CorVel Corporation by Michael G. Combs, Chief Executive Officer and President, and Brandon T. O'Brien, Chief Financial Officer, as of February 7, 2019 - The report was signed by Michael G. Combs, Chief Executive Officer and President, and Brandon T. O'Brien, Chief Financial Officer[202](index=202&type=chunk) - The signing date for the report was **February 7, 2019**[203](index=203&type=chunk)

Financial Data and Key Metrics Changes - Pretax earnings increased by 34.5% compared to the quarter ended December 31, 2017 [11] - Earnings per share for the quarter ended December 31, 2018 were $0.54, up 34.5% from the same quarter of the prior year excluding tax rate differences [11] - Revenues for the December quarter were $146.1 million, a 3.8% increase from $140.7 million in the December 2017 quarter [12] - The company repurchased 186,574 shares for a total price of $11.3 million during the quarter [28] Business Line Data and Key Metrics Changes - Revenue for patient management, which includes third-party administration services and traditional case management, reached a record $92.1 million, an annual increase of 16.1% [26] - Gross profit for patient management increased by 87.2% from the December quarter of 2017 [26] - Revenue for network solutions sold in the wholesale market was $54 million, down 12.1% from the same quarter of the prior year [27] - Gross profit in the wholesale business decreased by 17.2% year-over-year, primarily due to churn in the government segment [27] Market Data and Key Metrics Changes - The company is focusing on developing private sector carrier wholesale accounts due to losses in government accounts [13] - The telehealth services adoption in the workers' compensation industry has increased, aligning with growth in personal healthcare [15] Company Strategy and Development Direction - The company aims to improve patient experiences and outcomes in healthcare benefits programs by leveraging technology and innovative service models [3][6] - CorVel is focused on integrating its telehealth platform across managed care components to enhance scalability and patient outcomes [17] - The company is expanding its core products in the group health market and intends to deepen client partnerships through additional services [21] Management's Comments on Operating Environment and Future Outlook - Management highlighted the complexity of the healthcare economic model and the need for innovative solutions to improve outcomes [4][8] - The company is optimistic about the effectiveness of its new processes and their visibility in sales results [6] - Management noted the increasing importance of data analytics and machine learning in enhancing service delivery [19] Other Important Information - The company continues to invest in technology and systems to improve operational efficiency and service delivery [14] - SYMBEO operations closed the final quarter of 2018 with strong performance and plans to diversify its partner ecosystem in 2019 [22] Q&A Session Summary Question: What are the trends in the workers' compensation industry? - Management noted the increasing adoption of telehealth services and the advocacy model for claims management, which focuses on timely care for injured workers [15][18] Question: How is CorVel positioned in the healthcare market? - Management emphasized CorVel's unique service model and competitive positioning that allows for long-term growth despite occasional losses [13]