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CORVEL CORP

For the period ended Mar 31, 2024. Filed May 24, 2024.

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A company's yearly report to the SEC, with audited financial statements. It is the fullest account a company gives of its business, its finances and the risks it sees.

FY2024 · Filed May 24, 2024

CRVL$82.23-1.1%Stored close · as of Nov 9, 2026

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Contents

Notes to Consolidated Financial Statements

Fiscal Years Ended March 31, 2024, 2023 and 2022

Note 1 — Summary of Significant Accounting Policies

Organization: CorVel Corporation (“CorVel” or “the Company”), incorporated in Delaware in 1987, is an independent nationwide provider of medical cost containment and managed care services designed to address the escalating medical costs of workers’ compensation benefits, automobile insurance claims, and group health insurance benefits. The Company’s services are provided to insurance companies, TPAs, governmental entities, and self-administered employers to assist them in managing the medical costs and monitoring the quality of care associated with healthcare claims.

Basis of Presentation: The consolidated financial statements include the accounts of CorVel and its wholly-owned subsidiaries. Significant intercompany accounts and transactions have been eliminated in consolidation. These changes had no impact on previously-reported results of operations or shareholders’ equity.

The Company evaluated all subsequent events and transactions through the date of this filing.

Use of Estimates: The preparation of financial statements in compliance with GAAP requires management to make estimates and assumptions that affect the amounts reported in the accompanying consolidated financial statements. Actual results could differ from those estimates. Significant estimates include the values assigned to intangible assets, capitalized software development, the allowance for expected credit losses, work in process, accrual for income taxes, share-based payments related to performance-based awards, loss contingencies, estimated lives of claims for claims administration revenue recognition, estimates used in stock options valuations, and accrual for self-insurance reserves.

Cash and Cash Equivalents: Cash and cash equivalents consist of short-term, interest-bearing highly-liquid investment-grade securities with maturities of 90 days or less when purchased. The carrying amounts of the Company’s financial instruments approximate their fair values at March 31, 2024 and 2023 due to the short-term nature of those instruments. Customer deposits represent cash that is expected to be returned or applied towards payment within one year through the Company’s provider reimbursement services.

Fair Value of Financial Instruments: The Company applies ASC 820, “Fair Value Measurements and Disclosures,” which defines fair value, establishes a framework for measuring fair value, and provides for disclosures about fair value measurements, with respect to fair value measurements of (i) nonfinancial assets and liabilities that are recognized or disclosed at fair value in the Company’s consolidated financial statements on a recurring basis (at least annually) and (ii) all financial assets and liabilities. ASC 820 prioritizes the inputs used in measuring fair value into the following hierarchy:

Level 1 Quoted market prices in active markets for identical assets or liabilities;

Level 2 Observable inputs other than those included in Level 1 (for example, quoted prices for similar assets in active markets or quoted prices for identical assets in inactive markets); and

Level 3 Unobservable inputs reflecting management’s own assumptions about the inputs used in estimating the value of the asset.

The carrying amount of the Company’s financial instruments (i.e. cash and cash equivalents, accounts receivable, accounts payable, etc.) approximates their fair values at March 31, 2024 and 2023 due to the short-term nature of those instruments. The Company has no financial instruments that are measured at fair value on a recurring basis.

Revenue Recognition: Revenue is recognized when control of the promised services is transferred to the Company’s customers in an amount that reflects the consideration expected to be entitled to in exchange for those services. As the Company completes its performance obligations which are identified in Note 2, it has an unconditional right to consideration as outlined in the Company’s contracts. Generally, the Company’s billed accounts receivable are expected to be collected in 30 days in accordance with the underlying payment terms. For many of the Company’s services, the Company typically hasone performance obligation; however, it also provides the customer with an option to acquire additional services. The Company offers multiple services under its patient management and network solutions service lines. The Company typically provides a menu of offerings from which the customer may choose to purchase. The price of each service is separate and distinct and provides a separate and distinct value to the customer. Pricing is generally consistent for each service irrespective of the other services or quantities requested by the customer.

In transactions related to third-party service revenue, which includes pharmacy, directed care services and other services provided by the Company’s integrated network solutions services, the Company is considered the principal, as it directs the third party, controls the specified service, performs program utilization review, directs payment to the provider, accepts the financial risk of loss associated with services rendered and combines the services provided into an integrated solution, as specified within the Company’s customer contracts. The Company has the ability to influence contractual fees with customers and possesses the financial risk of loss in certain contractual obligations. These factors indicate the Company is the principal and, as such, it is required to recognize revenue gross and service partner vendor fees in the cost of revenue in the Company’s consolidated income statements.

Accounts Receivable: The majority of the Company’s accounts receivable are due from companies in the property and casualty insurance industries, self-insured employers and governmental entities. Credit is extended based on evaluation of a customer’s financial condition and, generally, collateral is not required. Accounts receivable are generally due within 30 days and are stated at amounts due from customers net of an allowance for expected credit losses. Those accounts outstanding longer than the contractual payment terms are considered past due. The Company determines its allowance by considering a number of factors, including the length of time trade accounts receivable are past due, the Company’s previous loss history, the customer’s current ability to pay its obligation to the Company, and the condition of the general economy and the industry as a whole. The Company writes off accounts receivable against the reserve when they become uncollectible. Accounts receivable includes $42,417,000 and $26,639,000 of unbilled receivables at March 31, 2024 and 2023, respectively. Unbilled receivables represent the amounts expected to be collected for work performed which has not yet been invoiced to the customer. Unbilled receivables are generally invoiced within one year.

Concentrations of Credit Risk: Substantially all of the Company’s customers are payors of workers’ compensation benefits and property and casualty insurance, which include insurance companies, third party administrators, self-insured employers and government entities. Credit losses consistently have been within management’s expectations. Virtually all of the Company’s cash is invested at financial institutions in amounts which exceed the FDIC insurance levels. No customer accounted for 10% or more of revenue for fiscal 2024, 2023 or 2022. One customer accounted for 10% or more of accounts receivable at March 31, 2024 and 2023.

Property and Equipment: Additions to property and equipment are recorded at cost. The Company provides for depreciation on property and equipment using the straight-line method by charges to operations in amounts that allocate the cost of depreciable assets over their estimated lives as follows:

Asset ClassificationBuildingBuilding ImprovementsLand ImprovementsEstimated Useful Life40 years20 years20 years
Leasehold ImprovementsShorter of 5 years or the life of lease
Furniture and Equipment5 to 7 years
Computer Hardware2 to 5 years
Computer Software3 to 5 years

The Company accounts for internally-developed software costs in accordance with ASC 350-40, “Internal Use Software”. Capitalized software development costs, intended for internal use, totaled $37,166,000 (net of $155,998,000 in accumulated amortization) and $33,695,000 (net of $143,329,000 in accumulated amortization), as of March 31, 2024 and 2023, respectively. These costs are included in computer software in property and equipment and are amortized over a period offive years.

Long-Lived Assets: The carrying amount of all long-lived assets is evaluated periodically to determine if adjustment to the depreciation and amortization period or to the unamortized balance is warranted. Such evaluation is based principally on the expected utilization of the long-lived assets and the projected, undiscounted cash flows of the operations in which the long-lived assets are deployed.

Leases: The Company determines if an arrangement includes a lease at inception. Right-of-use assets represent the Company’s right to use an underlying asset for the lease term; and lease liabilities represent the Company’s obligation to make lease payments arising from the lease. Right-of-use assets and lease liabilities are recognized at the commencement date of the lease, renewal date of the lease or significant remodeling of the lease space based on the present value of the remaining future minimum lease payments. Leases with a term greater than one year are recognized on the balance sheet as right-of-use assets and short-term and long-term lease liabilities, as applicable.

Operating and financing lease liabilities and their corresponding right-of-use assets are initially recorded based on the present value of lease payments over the expected remaining lease term. The interest rate implicit in lease contracts is typically not readily determinable. As a result, we utilize our incremental borrowing rate to discount lease payments, which reflects the fixed rate at which we could borrow on a collateralized basis the amount of the lease payments in the same currency, for a similar term, in a similar economic environment. The Company’s leases may include options to extend or terminate the lease which are included in the lease term when it is reasonably certain that we will exercise any such options. Operating lease expense for lease payments is recognized on a straight-line basis over the lease term.

Goodwill and Indefinite Lived Long-Lived Assets: The Company accounts for its business combinations in accordance with the ASC 805-10 through ASC 805-50, “Business Combinations,” which (i) requires that the purchase method of accounting be applied to all business combinations and (ii) addresses the criteria for initial recognition of intangible assets and goodwill. In accordance with ASC 350-10 through ASC 350-30, goodwill and other intangible assets with indefinite lives are not amortized but are tested for impairment annually, or more frequently if circumstances indicate the possibility of impairment. If the carrying value of goodwill or an intangible asset exceeds its fair value, an impairment loss will be recognized. Based on the Company’s tests and reviews, no impairment of its goodwill, intangible assets or other long-lived assets existed at March 31, 2024 and 2023. However, future events or changes in current circumstances could affect the recoverability of the carrying value of goodwill and long-lived assets. Goodwill amounted to $36,814,000 (net of accumulated amortization of $2,069,000) at March 31, 2024 and at March 31, 2023.

Cost of Revenues: Cost of services consists primarily of the compensation and fringe benefits of field personnel, including managers, medical bill analysts, field case managers, telephonic case managers, systems support, administrative support, account managers and account executives, and related facility costs including rent, telephone and office supplies. Historically, the costs associated with these additional personnel and facilities have been the most significant factor driving increases in the Company’s cost of services.

Income Taxes: The Company provides for income taxes in accordance with provisions specified in ASC 740, “Accounting for Income Taxes”. Accordingly, deferred income tax assets and liabilities are computed for differences between the financial statement and tax bases of assets and liabilities. These differences will result in taxable or deductible amounts in the future, based on tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which temporary differences become deductible. In making an assessment regarding the probability of realizing a benefit from these deductible differences, management considers the Company’s current and past performance, the market environment in which the Company operates, tax-planning strategies and the length of carry-forward periods for loss carry-forwards, if any. Valuation allowances are established when necessary to reduce deferred tax assets to amounts that are more likely than not to be realized. Further, the Company accrues for income tax issues not yet resolved with federal, state and local tax authorities, when it appears more likely than not that a tax liability has been incurred.

Share-Based Compensation: The Company accounts for share-based compensation in accordance with the provisions of ASC Topic 718 “Compensation – Stock Compensation.” Under ASC 718, share-based compensation cost is measured at the grant date, based on the calculated fair value of the award, and is recognized as an expense over the requisite service period (generally the vesting period of the equity grant). The Company issues performance-based stock options which vest only upon the Company’s achievement of certain earnings per share targets on a calendar year basis, as determined by the Company’s Board of Directors. These options were valued in the same manner as the time-based options. However, the Company only recognizes stock compensation expense to the extent that the targets are determined to be probable of being achieved, which triggers the vesting of the performance options.

Accrual for Self-insurance Costs: The Company self-insures for the group medical costs and workers’ compensation costs of its employees. Management believes that the self-insurance reserves are appropriate; however, actual claims costs may differ from the original estimates requiring adjustments to the reserves. The Company determines its estimated self-insurance reserves based upon historical trends along with outstanding claims information provided by its claims paying agents.

Earnings per Share: Earnings per common share-basic is based on the weighted average number of common shares outstanding during the period. Earnings per common shares-diluted is based on the weighted average number of common shares and common share equivalents outstanding during the period. In calculating earnings per share, earnings are the same for the basic and diluted calculations. Weighted average shares outstanding is greater for diluted earnings per share due to the effect of stock options.

The difference between the basic weighted average shares and the diluted weighted average shares for each of the fiscal years ended March 31, 2024, 2023 and 2022 is as follows:

Fiscal 2024Fiscal 2023Fiscal 2022
Basic weighted average shares17,122,00017,328,00017,753,000
Treasury stock impact of stock options225,000264,000374,000
Diluted weighted average shares17,347,00017,592,00018,127,000

Recently Issued Accounting Standards

In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures, a new accounting standard to enhance the transparency and decision usefulness of income tax disclosures. The new standard is effective for fiscal years beginning after December 15, 2024, with retrospective application permitted. The Company is currently evaluating the impact of this guidance on its consolidated financial statements.

In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures, which requires more detailed information about a reportable segment’s expenses. The new standard is effective for fiscal years beginning after December 15, 2023 and interim periods beginning after December 15, 2024, with retrospective application required. The Company is currently evaluating the impact of this guidance on its consolidated financial statements.

Note 2 – Revenue Recognition

Revenue from Contracts with Customers

Revenue is recognized when control of the promised services is transferred to the Company’s customers in an amount that reflects the consideration the Company expects to be entitled to in exchange for those services. As the Company completes its performance obligations, which are identified below, it has an unconditional right to consideration as outlined in the Company’s contracts. Generally, the Company’s accounts receivable are expected to be collected in 30 days in accordance with the underlying payment terms.

The Company generates revenue through its patient management and network solutions service lines. The Company operates inone reportable operating segment, managed care.

Patient Management Service Line

The patient management service line provides services primarily related to workers’ compensation claims management and case management. This service line also includes additional services such as accident and health claims programs. Each claim referred by the customer is considered an additional optional purchase of claims management services under the agreement with the customer. The transaction price is readily available from the contract and is fixed for each service. Revenue is recognized over time as services are provided as the performance obligations are satisfied through the effort expended to research, investigate, evaluate, document, and report the claim and control of these services is transferred to the customer. Revenue is recognized based on historical claim closure rates and claim type applied utilizing a portfolio approach based on time elapsed for these claims, generally between three andfifteen months. The Company believes this approach reasonably reflects the transfer of the claims management services to its customer.

The Company’s obligation to manage claims and cases under the patient management service line can range from less than one year to multi-year contracts. They are generally one year under the terms of the contract; however, many of these contracts contain auto-renewal provisions and the Company’s customer relationships can span multiple years. Under certain claims management agreements, the Company receives consideration from a customer at contract inception prior to transferring services to the customer, however, the Company would begin performing services immediately. The period between a customer’s payment of consideration and the completion of the promised services is generally less than one year. There is no difference between the amount of promised consideration and the cash selling price of the promised services. The fee is billed upfront by the Company in order to provide customers with simplified and predictable ways of purchasing the Company’s services.

The patient management service line also offers the services of case managers who provide administration services by proactively managing medical treatment for claimants while facilitating an understanding of and participation in their rehabilitation process. Revenue for case management services is recognized over time as the performance obligations are satisfied through the effort expended to manage the medical treatment for claimants and control of these services is transferred to the customer. Case management services are generally billed based on time incurred, are considered variable consideration, and revenue is recognized at the amount in which the Company has the right to invoice for services performed. The Company believes this approach reasonably reflects the transfer of the case management service to the customer.

Network Solutions Service Line

The network solutions service line consists primarily of medical bill review and third-party services. Medical bill review services provide an analysis of medical charges for customers’ claims to identify opportunities for savings. Medical bill review services revenues are recognized at a point in time when control of the service is transferred to the customer. Revenue is recognized based upon the transfer of the results of the medical bill review service to the customer as this is the most accurate depiction of the transfer of the service to the customer. Medical bill review revenues are variable, generally based on performance metrics set forth in the underlying contracts. Each period, the Company bases its estimates on a contract-by-contract basis. The Company makes its best estimate of amounts the Company has earned and expects to be collected using historical averages and other factors to project such revenues. Variable consideration is recognized in the amount that the Company concludes is probable that a significant revenue reversal will not occur in future periods.

Third-party services revenue includes pharmacy, directed care services and other services, and includes amounts received from customers compensating the Company for certain third-party costs associated with providing its integrated network solutions services. The Company is considered the principal in these transactions as it directs the third party, controls the specified service and its pricing, performs program utilization review, directs payment to the provider, accepts the financial risk of loss associated with services rendered and combines the services provided into an integrated solution, as specified within the Company’s customer contracts. The Company has the ability to influence contractual fees with customers and possesses the financial risk of loss in certain contractual obligations. These factors indicate the Company is the principal and, as such, it is required to recognize revenue gross and service partner vendor fees in the operating expense in the Company’s consolidated statements of income.

The following table presents revenues disaggregated by service line for the fiscal years ended March 31, 2024, 2023 and 2022:

202420232022
Patient management services$529,995,000$478,751,000$424,050,000
Network solutions services265,316,000239,811,000222,180,000
Total services$795,311,000$718,562,000$646,230,000

Arrangements with Multiple Performance Obligations

For many of the Company’s services, the Company typically hasone performance obligation; however, the Company also provides the customer with an option to acquire additional services. The Company offers multiple services under its patient management and network solutions service lines. The Company typically provides a menu of offerings from which the customer may choose to purchase. The price of each service is separate and distinct and provides a separate and distinct value to the customer. Pricing is generally consistent for each service irrespective of the other services or quantities requested by the customer.

Contract Balances

The timing of revenue recognition, billings and cash collections results in billed accounts receivables, unbilled receivables, and contract liabilities (reported as deferred revenues) on the Company’s consolidated balance sheets. Unbilled receivables are due to the Company unconditionally for services already rendered except for physical invoicing and the passage of time. Invoicing requirements vary by customer contract, but substantially all unbilled revenues are billed withinone year.

March 31, 2024March 31, 2023
Billed receivables$58,936,000$57,218,000
Allowance for expected credit losses(4,245,000)(2,823,000)
Unbilled receivables42,417,00026,639,000
Accounts receivable, net$97,108,000$81,034,000

When the Company receives consideration from a customer prior to transferring services to the customer under the terms of certain claims management agreements, it records deferred revenues on the Company’s consolidated balance sheets, which represents a contract liability.

Certain services, such as claims management, are provided under fixed-fee service agreements and require the Company to manage claims over a contract period, typically for one year with the option for auto renewal, with the fixed fee renewing on the anniversary date of such contracts. The Company recognizes deferred revenues as revenues when it performs services and transfers control of the services to the customer and satisfies the performance obligation which it determines utilizing a portfolio approach. For all fixed fee service agreements, revenues are straight-lined and recognized over the expected service periods by type of claim.

The table below presents the deferred revenues balance and the significant activity affecting deferred revenues during the fiscal year ended March 31, 2024:

Beginning balance at April 1, 2023$26,978,000
Additions52,433,000
Revenue recognized from beginning of period(17,685,000)
Revenue recognized from additions(31,765,000)
Ending balance at March 31, 2024$29,961,000

Remaining Performance Obligations

As of March 31, 2024, the Company had $30.0 million of remaining performance obligations related to claims and non-claims services for which the price is fixed. Remaining performance obligations consist of deferred revenues. The Company expects to recognize approximately 98% of its remaining performance obligations as revenues withinone year and the remaining balance thereafter. See the discussion below regarding the practical expedients elected for the disclosure of remaining performance obligations.

Costs to Obtain a Contract

The Company has an internal sales force compensation program where remuneration is based solely on the revenues recognized in the period and does not represent an incremental cost to the Company which provides a future benefit expected to be longer than one year and would meet the criteria to be capitalized and presented on the Company’s consolidated balance sheets.

Practical Expedients Elected

As a practical expedient, the Company does not adjust the consideration in a contract for the effects of a significant financing component. It expects, at contract inception, that the period between a customer’s payment of consideration and the transfer of promised services to the customer will beone year or less.

For patient management services that are billed on a time-and-expense incurred or per unit basis and for which revenue is recognized over time, the Company recognizes revenue at the amount to which it has the right to invoice for services performed.

The Company does not disclose the value of remaining performance obligations for (i) contracts for which it recognizes revenue at the amount to which it has the right to invoice for services performed, and (ii) contracts with variable consideration allocated entirely to a single performance obligation.

Note 3 — Stock Options and Stock-Based Compensation

Under the Company’s Restated Omnibus Incentive Plan (formerly the Restated 1988 Executive Stock Option Plan) (“the Plan”) as in effect at March 31, 2024, options exercisable for up to 20,615,000 shares of the Company’s common stock may be granted over the life of the Plan to key employees, non-employee directors, and consultants at exercise prices not less than the fair market value of the common stock on the date of grant. Options granted under the Plan are non-statutory stock options and generally vest 25%one year from the date of grant, with the remaining 75% vesting ratably each month for the next 36 months. The options granted to employees and the Company’s Board of Directors expire at the end offive years andten years from date of grant, respectively. All options granted in fiscal 2024 and 2023 were granted with an exercise price equal to the fair value of the Company’s common stock on the grant date.

The Company records compensation expense for employee stock options based on the estimated fair value of the options on the date of grant using the Black-Scholes option-pricing model with the assumptions included in the table below. The Company uses historical data, among other factors, to estimate the expected volatility, the expected dividend yield, and the expected option life. The Company accounts for forfeitures as they occur, rather than estimate expected forfeitures. The risk-free rate is based on the interest rate paid on a U.S. Treasury issue with a term similar to the estimated life of the option.

The fair value of each grant is estimated on the date of grant using the Black-Scholes option-pricing model. The following weighted average assumptions were used for the fiscal years ended March 31, 2024, 2023 and 2022:

Fiscal 2024Fiscal 2023Fiscal 2022
Expected volatility34%36%36%
Risk free interest rate3.91% to 4.65%2.73% to 4.36%0.71% to 1.66%
Dividend yield0.0%0.0%0.0%
Weighted average option life4.0 to 4.1 years4.2 to 4.3 years4.3 to 4.4 years

For the fiscal years ended March 31, 2024, 2023 and 2022, the Company recorded share-based compensation expense of $4,982,000, $5,559,000, and $5,198,000, respectively. The table below shows the amounts recognized in the financial statements for the fiscal years ended March 31, 2024, 2023 and 2022.

Fiscal 2024Fiscal 2023Fiscal 2022
Cost of revenue$2,797,000$2,566,000$2,063,000
General and administrative2,185,0002,993,0003,135,000
Total cost of stock-based compensation included in income before income taxes4,982,0005,559,0005,198,000
Amount of income tax benefit recognized(987,000)(1,210,000)(1,119,000)
Amount charged to net income$3,995,000$4,349,000$4,079,000
Effect on basic earnings per share$0.23$0.25$0.23
Effect on diluted earnings per share$0.23$0.25$0.23

The following table summarizes information for all stock options for the fiscal years March 31, 2024, 2023 and 2022:

Fiscal 2024Fiscal 2023Fiscal 2022
Options outstanding – beginning of fiscal year651,857723,876937,158
Options granted59,900168,300130,200
Options exercised(201,293)(209,301)(298,570)
Options cancelled/forfeited(20,737)(31,018)(44,912)
Options outstanding – end of fiscal year489,727651,857723,876
During the fiscal year, weighted average exercise price of:
Options granted$206.76$159.43$161.95
Options exercised$80.30$63.21$55.44
Options cancelled/forfeited$157.84$140.38$79.30
At the end of fiscal year:
Price range of outstanding options$33.16-$235.34$33.16-$197.16$22.07-$197.16
Weighted average exercise price per share$129.39$108.10$84.55
Options available for future grants618,809657,972805,097
Exercisable options269,253319,703354,460

The following table summarizes the status of stock options outstanding and exercisable at March 31, 2024:

Range ofExercise PricesNumber ofOutstandingOptionsWeightedAverageRemainingContractualLifeOutstandingOptions –WeightedAverageExercise PriceExercisableOptions –Number ofExercisableOptionsExercisableOptions –WeightedAverageExercise Price
$33.16 to $87.49133,7432.55$62.80127,559$62.15
$87.50 to $148.89127,2542.04111.9589,078103.10
$148.90 to $189.02137,8854.23161.2437,873160.12
$189.03 to $235.3490,8454.02203.4814,743197.16
Total489,7273.16$129.39269,253$96.87

The following table summarizes the status of all outstanding options at March 31, 2024, and changes during the fiscal year then ended:

Number ofOptionsWeightedAverageExercisePrice perShareWeighted AverageRemainingContractual Life(Years)AggregateIntrinsic Valueas of March 31, 2024
Options outstanding, March 31, 2023651,857$108.10
Granted59,900206.76
Exercised(201,293)80.30
Cancelled – forfeited(20,538)158.25
Cancelled – expired(199)110.66
Options outstanding, March 31, 2024489,727$129.393.16$65,414,479
Options vested and expected to vest430,808$122.903.10$60,445,126
Ending exercisable269,253$96.872.51$44,719,800

The weighted average fair value of options granted during fiscal 2024, 2023 and 2022 was $75.49, $56.34, and $50.29, respectively. The total intrinsic value of options exercised during fiscal years 2024, 2023 and 2022 was $29,230,000, $21,094,000, and $27,615,000 respectively.

Included in the above-noted stock option grants and stock compensation expense are performance-based stock options which vest only upon the Company’s achievement of certain earnings per share targets on a calendar year basis, as determined by the Company’s Board of Directors. These options were valued in the same manner as the time-based options. However, the Company only recognizes stock compensation expense to the extent that the targets are determined to be probable of being achieved, which triggers the vesting of the performance options. During the fiscal years ended March 31, 2024, 2023 and 2022, the Company recognized stock compensation expense for performance-based options in the amount of $1,199,000, $1,961,000, and $2,280,000, respectively.

The Company received $9,266,000, $10,856,000, and $9,906,000 of cash receipts from the exercise of stock options during fiscal 2024, 2023 and 2022, respectively. As of March 31, 2024, $8,178,000 of total unrecognized compensation costs related to stock options is expected to be recognized over a weighted average period of 3 years.

Note 4 — Property and Equipment

Property and equipment, net consisted of the following at March 31, 2024 and 2023:

20242023
Computer software$213,145,000$202,095,000
Office equipment and computers66,608,00068,253,000
Land, building and improvements11,123,00011,081,000
Leasehold improvements18,010,00018,295,000
308,886,000299,724,000
Less: accumulated depreciation and amortization(222,994,000)(216,954,000)
$85,892,000$82,770,000

Depreciation expense totaled $25,829,000, $24,696,000 and $23,481,000 for the fiscal years ended March 31, 2024, 2023 and 2022, respectively.

Note 5 — Accounts and Income Taxes Payable and Accrued Liabilities

Accounts and income taxes payable consisted of the following at March 31, 2024 and 2023:

20242023
Accounts payable$16,410,000$15,058,000
Income taxes payable221,000251,000
$16,631,000$15,309,000

Accrued liabilities consisted of the following at March 31, 2024 and 2023:

20242023
Payroll, payroll taxes and employee benefits$26,291,000$22,170,000
Customer deposits88,142,00080,022,000
Accrued professional service fees9,838,0008,601,000
Self-insurance accruals3,818,0003,563,000
Deferred revenue29,961,00026,978,000
Operating lease liabilities8,864,0009,900,000
Other954,0001,344,000
$167,868,000$152,578,000

Note 6 — Income Taxes

The income tax provision consisted of the following for the fiscal years ended March 31, 2024, 2023 and 2022:

202420232022
Current — Federal$17,463,000$14,745,000$11,977,000
Current — State4,707,0005,357,0003,823,000
Subtotal22,170,00020,102,00015,800,000
Deferred — Federal(2,828,000)(1,321,000)1,784,000
Deferred — State(493,000)(592,000)518,000
Subtotal(3,321,000)(1,913,000)2,302,000
$18,849,000$18,189,000$18,102,000

The following is a reconciliation of the income tax provision from the statutory federal income tax rate to the effective rate for the fiscal years ended March 31, 2024, 2023 and 2022:

202420232022
Income taxes at federal statutory rate$19,971,000$17,757,000$17,748,000
State income taxes, net of federal benefit3,369,0003,890,0003,658,000
Uncertain tax positions(22,000)(77,000)(222,000)
Stock-based compensation and §162(m) limitation(3,961,000)(3,098,000)(2,697,000)
Permanent items and tax credits(480,000)(384,000)(465,000)
Adjustments to returns as filed67,000163,000176,000
Valuation allowance(95,000)(62,000)(96,000)
$18,849,000$18,189,000$18,102,000

Deferred tax assets and liabilities at March 31, 2024 and 2023 are, as follows:

20242023
Deferred tax assets:
Accrued liabilities not currently deductible$7,181,000$6,885,000
Allowance for expected credit losses1,076,000736,000
Stock-based compensation2,489,0002,423,000
Deferred lease liability7,917,0008,740,000
Capitalized research and development expenditures4,124,0002,495,000
Other497,000536,000
Deferred tax assets23,284,00021,815,000
Deferred tax liabilities:
Excess of book over tax basis of fixed assets(5,758,000)(6,654,000)
Intangible assets(4,922,000)(5,057,000)
Right-of-use asset(6,075,000)(7,190,000)
Accrued revenue(2,284,000)(1,851,000)
Other(464,000)(508,000)
Total deferred tax liabilities(19,503,000)(21,260,000)
Valuation allowance(236,000)(331,000)
Deferred tax liabilities(19,739,000)(21,591,000)
Net deferred tax assets (liabilities)$3,545,000$224,000

Prepaid income taxes are $2,169,000 at March 31, 2024, and $1,816,000 at March 31, 2023.

A reconciliation of the financial statement recognition and measurement of uncertain tax positions during the current fiscal year is as follows:

Balance as of March 31, 2023$153,000
Additions based on tax positions related to the current year—
Additions for tax positions of prior years48,000
Reductions for tax positions related to the current year—
Reductions for tax positions of prior years(56,000)
Balance as of March 31, 2024$145,000

The Company recognizes interest and penalties related to uncertain tax positions in income tax expense. During the fiscal years ended March 31, 2024, 2023 and 2022, the Company recognized approximately $(14,000), $(13,000) and $(40,000) in interest and penalties, respectively. As of March 31, 2024, 2023 and 2022, accrued interest and penalties related to uncertain tax positions were $40,000, $54,000 and $67,000, respectively.

The tax fiscal years from 2018-2023 remain open to examination by the major taxing jurisdictions to which the Company is subject.

Note 7 — Employee Stock Purchase Plan

The Company maintains an Employee Stock Purchase Plan (as amended, “ESPP”) which allows employees of the Company and its subsidiaries to purchase shares of common stock on the last day of two six-month purchase periods (i.e. March 31 and September 30) at a purchase price which is 95% of the closing sale price of shares as quoted on NASDAQ on the last day of such purchase period. Employees are allowed to contribute up to 20% of their gross pay. A maximum of 2,850,000 shares have been authorized for issuance under the ESPP. As of March 31, 2024,2,503,570 shares had been issued pursuant to the ESPP. Summarized ESPP information is as follows:

202420232022
Employee contributions$681,000$676,000$564,000
Shares acquired3,1784,4573,363
Average purchase price$214.19$151.63$167.71

Note 8 — Treasury Stock

During each of the three fiscal years ended March 31, 2024, the Company continued to repurchase shares of its common stock under a program originally approved by the Company’s Board of Directors in 1996. Including a 1,000,000 share expansion authorized in November 2022 by the Company’s Board of Directors, the total number of shares of common stock authorized to be repurchased over the life of the program is 39,000,000 shares of common stock. Purchases may be made from time to time depending on market conditions and other relevant factors. The share repurchases for the fiscal years ended March 31, 2024, 2023 and 2022 and cumulatively since inception of the authorization, are as follows:

202420232022Cumulative
Shares repurchased215,313598,241566,07338,033,179
Cost$45,710,000$93,675,000$90,085,000$793,905,000
Average price$212.29$156.58$159.14$20.87

During the period subsequent to March 31, 2024, through the date of filing this annual report, the Company repurchased 22,461 shares for $5.5 million, or an average of $246.83 per share. The repurchased shares were recorded as treasury stock, at cost, and are available for general corporate purposes. The repurchases were primarily financed from cash generated from operations and from cash proceeds from the exercise of stock options.

Note 9 – Leases

The Company determines if an arrangement is or contains a lease at contract inception. These lease agreements have remaining lease terms of 1 to 5 years. The Company recognizes a right-of-use (“ROU”) asset and a lease liability at the lease commencement date. The lease liability is initially measured at the present value of the unpaid lease payments as of the lease commencement date. Key estimates and judgments include how the Company determines (1) the discount rate it uses to discount the unpaid lease payments to present value, (2) the lease term, and (3) lease payments.

ASC 842 requires a lessee to discount its unpaid lease payments using the interest rate implicit in the lease or, if that rate cannot be readily determined, its incremental borrowing rate. Generally, the Company cannot determine the interest rate implicit in the lease because it does not have access to the lessor's estimated residual value or the amount of the lessor's deferred initial direct costs. Therefore, the Company uses its incremental borrowing rate as the discount rate for the lease. The Company's incremental borrowing rate for a lease is the rate of interest it would have to pay on a collateralized basis to borrow an amount equal to the lease payments under similar terms. Because the Company does not generally borrow on a collateralized basis, it uses quoted interest rates obtained from financial institutions as an input to derive an appropriate incremental borrowing rate, adjusted for the amount of the lease payments, the lease term, and the effect on that rate of designating specific collateral with a value equal to the unpaid lease payments for that lease.

The Company’s lease agreements may include options to extend the lease following the initial term. At the time of adopting ASC 842, the Company determined that it was reasonably certain it would exercise the option to renew; accordingly, these options were considered in determining the initial lease term. The Company elected the practical expedient of hindsight in determining the option to renew. The Company has since reassessed the assumption of the renewal term and determined that due to the COVID-19 pandemic, the Company is now expecting more of its workforce to be working from home permanently. Therefore, expecting a reduction in overall square footage of office space needs, the Company no longer believes it is reasonably certain it will exercise most of its options to renew, and therefore, has removed the renewal term of several lease obligations. The subsequent re-measurement reduced the right-of-use asset and related lease liability on the consolidated balance sheet, but had an immaterial impact on the income statement.

For lease agreements entered into or reassessed after the adoption of ASC 842, the Company has elected the practical expedient to account for the lease and non-lease components as a single lease component. Therefore, for those leases, the lease payments used to measure the lease liability include all of the fixed consideration in the contract.

Variable lease payments associated with the Company’s leases are recognized upon occurrence of the event, activity, or circumstance in the lease agreement on which those payments are assessed.

Leases with an initial term of 12 months or less are not recorded on the consolidated balance sheet. The Company recognizes lease expense for these leases on a straight-line basis over the lease term.

The components of lease expenses are as follows:

March 31, 2024March 31, 2023March 31, 2022
Operating lease expense$9,989,000$12,259,000$13,768,000
Finance lease expense86,00092,00098,000
Short-term lease expense114,00016,00013,000
Variable lease expense559,000555,000495,000
Total lease expenses$10,748,000$12,922,000$14,374,000

The following table presents assets and liabilities recorded on the Company’s consolidated balance sheets related to its operating leases:

March 31, 2024March 31, 2023
Right-of-use asset, net$24,058,000$27,721,000
Short-term lease liability$8,864,000$9,900,000
Long-term lease liability22,533,00023,860,000
Total lease liabilities$31,397,000$33,760,000
Weighted average remaining lease term4.11 years4.07 years
Weighted average finance lease term1.25 years2.25 years
Weighted average discount rate3.7%2.8%

Supplemental cash flow information related to operating leases for fiscal years ended March 31, 2024 and 2023 were as follows:

March 31, 2024March 31, 2023
Cash paid for amounts included in the measurement of operating lease liabilities$8,692,000$14,348,000
Operating lease liabilities arising from obtaining ROU assets$53,617,000$55,269,000
Finance lease liabilities arising from obtaining ROU assets$358,000$358,000
Additions to ROU assets resulting from additions to operating lease liabilities$6,247,000$4,912,000

As of March 31, 2024, maturities of operating and financing lease liabilities for each of the next five years and thereafter are as follows:

2025$9,779,000
20267,825,000
20276,164,000
20285,256,000
20293,135,000
Thereafter1,994,000
Total lease payments34,153,000
Less interest(2,756,000)
Total lease liabilities$31,397,000

As of March 31, 2024, the Company has approximately $4.9 million of additional operating lease commitments that have not yet commenced. These leases commence in 2025 and have lease terms between 4 years and 5 years.

Note 10 — Contingencies and Legal Proceedings

The Company is involved in litigation arising in the ordinary course of business. Management believes that resolution of these matters will not result in any payment that, in the aggregate, would be material to the consolidated financial position or results of operations of the Company.

Note 11 — Retirement Savings Plan

The Company maintains a retirement savings plan for its employees, which is a qualified plan under Section 401(k) of the Internal Revenue Code. Full-time employees that meet certain requirements are eligible to participate in the plan. Employer contributions are made annually, primarily at the discretion of the Company’s Board of Directors. Contributions of $1,505,000, $1,315,000 and $1,088,000 were charged to operations for the fiscal years ended March 31, 2024, 2023 and 2022, respectively.

Note 12 — Segment Reporting

The Company derives the majority of its revenues from providing patient management and network solutions services to payors of workers’ compensation benefits, automobile insurance claims and group health insurance benefits. Patient management services include claims administration, utilization review, medical case management, and vocational rehabilitation. Network solutions services include fee schedule auditing, hospital bill auditing, coordination of independent medical examinations, diagnostic imaging review services and preferred provider referral services. The percentages of revenues attributable to patient management and network solutions services for the fiscal years ended March 31, 2024, 2023 and 2022 are listed below.

202420232022
Patient management services66.6%66.6%65.6%
Network solutions services33.4%33.4%34.4%
100.0%100.0%100.0%

The Company’s management is structured geographically with regional vice presidents who are responsible for all services provided by the Company in his or her particular region and responsible for the operating results of the Company in multiple states. These regional vice presidents have area and district managers who are also responsible for all services provided by the Company in their given area and district.

Under ASC 280-10, two or more operating segments may be aggregated into a single operating segment for financial reporting purposes if aggregation is consistent with the objective and basic principles, if the segments have similar economic characteristics, and if the segments are similar in each of the following areas: (i) the nature of products and services, (ii) the nature of the production processes, (iii) the type or class of customer for their products and services, and (iv) the methods used to distribute their products or provide their services. The Company believes each of the Company’s regions meet these criteria as they provide similar managed care services to similar customers using similar methods of production and distribution. All of the Company’s regions perform both patient management and network solutions services.

Because the Company believes it meets each of the criteria set forth above and each of the Company’s regions has similar economic characteristics, the Company aggregates its results of operations inone reportable operating segment.

Note 13 — Other Intangible Assets

Other intangible assets consisted of the following at March 31, 2024:

ItemLifeCostFiscal 2024 AmortizationExpenseAccumulatedAmortization atMarch 31, 2024Cost, Net ofAccumulatedAmortization atMarch 31, 2024
Covenant Not to Compete5 years$775,000$—$775,000$—
Customer Relationships18-20 years7,922,000421,0007,101,000821,000
Third Party Administrator Licenses15 years204,0002,000204,000—
Total$8,901,000$423,000$8,080,000$821,000

Other intangible assets consisted of the following at March 31, 2023:

ItemLifeCostFiscal 2023 AmortizationExpenseAccumulatedAmortization atMarch 31, 2023Cost, Net ofAccumulatedAmortization atMarch 31, 2023
Covenant Not to Compete5 years$775,000$—$775,000$—
Customer Relationships18-20 years7,922,000421,0006,678,0001,244,000
Third Party Administrator Licenses15 years204,0004,000204,000—
Total$8,901,000$425,000$7,657,000$1,244,000

Amortization expense is expected to be $384,000 in fiscal 2025, $175,000 in fiscal 2026, $174,000 in fiscal 2027, $42,000 in fiscal 2028, $18,000 in fiscal 2029, and $28,000 thereafter.

Note 14 — Quarterly Results (Unaudited)

The following is a summary of unaudited quarterly results of operations for each of the quarters in the fiscal years ended March 31, 2024 and 2023:

RevenuesGross ProfitNet IncomeNet Incomeper BasicCommonShareNet Incomeper DilutedCommonShare
Fiscal Year Ended March 31, 2024:
First Quarter$190,253,000$41,878,000$19,805,000$1.16$1.14
Second Quarter195,522,00044,252,00019,898,0001.161.15
Third Quarter202,303,00042,160,00017,095,0001.000.99
Fourth Quarter207,233,00043,403,00019,454,0001.131.12
Fiscal Year Ended March 31, 2023:
First Quarter$176,307,000$39,869,000$16,691,000$0.95$0.94
Second Quarter177,426,00036,094,00014,656,0000.840.83
Third Quarter179,386,00040,345,00016,849,0000.980.96
Fourth Quarter185,443,00041,951,00018,169,0001.061.04
ContentsView on SEC.gov

The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.