CorVel(CRVL) - 2020 Q2 - Quarterly Report

PART I - FINANCIAL INFORMATION 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 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 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) 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) 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 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 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 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 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][23] - 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] Note 2 – Revenue Recognition 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][29][32][34] | 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] Note 3 — Stock-Based Compensation and Stock Options 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][50] | 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] Note 4 — Treasury Stock 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][188] | 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 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 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] - 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][62] Note 7 — Line of Credit 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][112] Note 8 — Contingencies and Legal Proceedings 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][119][133] Note 9 — Accounts and Taxes Payable and Accrued Liabilities 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 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] | 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] Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations This section provides management's perspective on the company's financial performance, condition, and future outlook, highlighting revenue trends, expense changes, and liquidity 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] - 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] Patient Management Services 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] - Services aim to monitor medical necessity and appropriateness of healthcare and expedite return to work[79] Network Solutions Services 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] - Includes revenue from directed care network (CareIQ) for imaging, physical therapy, and durable medical equipment[80] Organizational Structure 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] Business Enterprise Segments 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] - All operating revenue is generated within the United States[83] 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] Summary of Quarterly Results 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][89][94] - 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][91][94] - General and administrative expenses increased by 9.9% due to higher legal and corporate system costs[88][100] Results of Operations (Three Months) 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 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] - Network solutions services revenues decreased by 8.9% to $51.3 million, mainly due to a 20.5% decrease in pharmacy services bills[95] - Patient management services revenues increased by 4.1% to $95.7 million, now representing 65.7% of total revenue (up from 62.1%)[93][95] Cost of Revenues 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] - Decrease attributed to overall revenue decline and a shift to higher-margin enhanced bill review services, offsetting lower-margin pharmacy services[98] General and Administrative Expense 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] - Increase primarily due to higher legal and corporate system costs, with corporate systems costs comprising about 52% of G&A[99][100] Income Tax Provision 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] - Effective tax rate was 20.8% for the quarter, down from 22.0% in the prior year[101] Results of Operations (Six Months) 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 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] - Network solutions services revenues decreased by 14.2% to $101.9 million[105] - Patient management services revenues increased by 8.5% to $195.2 million, driven by claims management and enhanced bill review programs[105] Cost of Revenues 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] - Decrease primarily due to overall revenue decline and reduced pharmacy services costs[106] General and Administrative Expense 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] - Increase primarily due to higher corporate systems costs[107] Income Tax Provision 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] - Effective tax rate was 21.8% for the six months, down from 22.8% in the prior year[109] Liquidity and Capital Resources This section discusses the company's cash flows from operating, investing, and financing activities, along with its contractual obligations and capital management Operating Activities 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] - Decrease primarily due to a change in payroll processes, partially offset by increased net income[114] Investing Activities 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] - Increase primarily due to construction on a building purchased in the greater Portland metropolitan area[115] Financing Activities 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] - Increase driven by higher share repurchases ($28.3 million vs. $11.3 million), partially offset by increased stock option exercises[116] Contractual Obligations 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 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] 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] Off-Balance Sheet Arrangements 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] - Customary indemnification obligations exist for service contracts, real estate leases, and officer/director agreements, but no material liabilities have been recorded[121][122] Critical Accounting Policies 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] Recent Accounting Standards Update 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][127] Guidance Adopted 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] Item 3. Quantitative and Qualitative Disclosures About Market Risk 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] - No outstanding debt as of September 30, 2019, eliminating debt-related market risk[129] Item 4. Controls and Procedures 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 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] Changes in Internal Control over Financial Reporting 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] PART II - OTHER INFORMATION This part includes legal proceedings, risk factors, information on equity securities, defaults, mine safety, other disclosures, exhibits, and signatures Item 1. Legal Proceedings 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] Item 1A. Risk Factors 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] - Increased competition from national managed care providers, PPOs, and insurance companies could lead to declining growth and profits[139] - Sequential revenue may decline due to factors like decreasing manufacturing employment, fewer workers' compensation claims, price competition, and changes in state laws[140] - Cybersecurity attacks or IT disruptions could lead to loss/theft of sensitive information, operational disruption, reputational harm, litigation, and regulatory proceedings[143][145][147][148] - Stock price volatility and the stock repurchase program could diminish cash reserves and may not enhance long-term stockholder value[151][152] - Declines in patient management service referrals and overall workers' compensation claims could materially harm results[153][154] - Healthcare providers' resistance to cost containment techniques and potential litigation could decrease revenue from cost containment operations[156][161][164] - Changes in tax laws (e.g., Tax Cuts and Jobs Act interpretations) could adversely affect results and financial condition[158] - 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] - Interruption in critical data access or inability to leverage information systems could cause customer cancellations and reduce competitiveness[167][182] - Dependence on Internet infrastructure, sensitivity to regional weather conditions, and natural disasters pose operational risks[183][184][185] Item 2. Unregistered Sales of Equity Securities and Use of Proceeds 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] | 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 No defaults upon senior securities were reported - No defaults upon senior securities[189] Item 4. Mine Safety Disclosures Not applicable to the company - Not applicable[189] Item 5. Other Information No other information was reported - No other information[189] Item 6. Exhibits 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][192] - Contains Section 302 and Section 906 certifications from the CEO and CFO[192][193] - Financial statements are provided in XBRL format[194] 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][199]