10-Q 1 crvl-20220630.htm 10-Q 10-Q
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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, 2022

or

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to x

Commission file number 0-19291

 

CORVEL CORPORATION

(Exact Name of Registrant as Specified in its Charter)

 

 

Delaware

 

33-0282651

(State or other jurisdiction of

incorporation or organization)

 

(I.R.S. Employer
Identification No.)

 

5128 Apache Plume Road, Suite 400

 

 

Fort Worth, TX

 

76109

(Address of principal executive offices)

 

(Zip Code)

 

Registrant’s telephone number, including area code: (817) 390-1416

 

Not Applicable

(Former Name, Former Address and Former Fiscal Year, if Changed Since Last Report)

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class

 

Trading

Symbol(s)

 

Name of each exchange on which registered

Common Stock, Par Value $0.0001 Per Share

 

CRVL

 

The Nasdaq Global Select Market

 

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☑ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☑ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

 

Large accelerated filer

 

 

Accelerated filer

 

 

 

 

 

 

 

Non-accelerated filer

 

 

Smaller reporting company

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Emerging growth company

 

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No

The number of shares outstanding of the registrant's Common Stock, $0.0001 par value per share, as of August 1, 2022, was 17,404,962.
 

Auditor Firm Id: 200

Auditor Name: Haskell & White LLP

Irvine, California, United States

 

 

 


 

CORVEL CORPORATION

QUARTERLY REPORT ON FORM 10-Q

TABLE OF CONTENTS

 

 

 

Page

 

 

 

PART I - FINANCIAL INFORMATION

 

 

 

 

 

 

Item 1.

Financial Statements

 

3

 

 

 

 

 

Consolidated Balance Sheets – June 30, 2022 (unaudited) and March 31, 2022

 

3

 

Consolidated Income Statements (unaudited) – Three months ended June 30, 2022 and 2021

 

4

 

Consolidated Statements of Stockholders’ Equity (unaudited) – Three months ended June 30, 2022 and 2021

 

5

 

Consolidated Statements of Cash Flows (unaudited) – Three months ended June 30, 2022 and 2021

 

6

 

Notes to Consolidated Financial Statements (unaudited) – June 30, 2022

 

7

 

 

 

 

Item 2.

Management's Discussion and Analysis of Financial Condition and Results of Operations

 

15

 

 

 

 

Item 3.

Quantitative and Qualitative Disclosures About Market Risk

 

20

 

 

 

 

Item 4.

Controls and Procedures

 

20

 

 

 

 

PART II - OTHER INFORMATION

 

 

 

 

 

 

Item 1.

Legal Proceedings

 

21

 

 

 

 

Item 1A.

Risk Factors

 

21

 

 

 

 

Item 2.

Unregistered Sales of Equity Securities and Use of Proceeds

 

28

 

 

 

 

Item 3.

Defaults Upon Senior Securities

 

29

 

 

 

 

Item 4.

Mine Safety Disclosures

 

29

 

 

 

 

Item 5.

Other Information

 

29

 

 

 

 

Item 6.

Exhibits

 

30

 

 

 

 

 

Signatures

 

31

 

Page 2


 

PART I – FINANCIAL INFORMATION

ITEM 1 – FINANCIAL STATEMENTS

CORVEL CORPORATION

Consolidated Balance Sheets

 

 

 

June 30, 2022

 

 

March 31, 2022

 

 

 

(Unaudited)

 

 

 

 

Assets

 

 

 

 

 

 

Current Assets

 

 

 

 

 

 

Cash and cash equivalents

 

$

94,308,000

 

 

$

97,504,000

 

Customer deposits

 

 

74,421,000

 

 

 

69,781,000

 

Accounts receivable, net

 

 

81,090,000

 

 

 

82,586,000

 

Prepaid taxes and expenses

 

 

10,816,000

 

 

 

15,123,000

 

Total current assets

 

 

260,635,000

 

 

 

264,994,000

 

Property and equipment, net

 

 

83,707,000

 

 

 

76,268,000

 

Goodwill

 

 

36,814,000

 

 

 

36,814,000

 

Other intangibles, net

 

 

1,562,000

 

 

 

1,669,000

 

Right-of-use asset, net

 

 

32,448,000

 

 

 

35,020,000

 

Other assets

 

 

511,000

 

 

 

481,000

 

TOTAL ASSETS

 

$

415,677,000

 

 

$

415,246,000

 

Liabilities and Stockholders' Equity

 

 

 

 

 

 

Current Liabilities

 

 

 

 

 

 

Accounts and taxes payable

 

$

23,901,000

 

 

$

14,431,000

 

Accrued liabilities

 

 

157,504,000

 

 

 

156,939,000

 

Total current liabilities

 

 

181,405,000

 

 

 

171,370,000

 

Deferred income taxes, net

 

 

1,345,000

 

 

 

1,689,000

 

Long-term lease liabilities

 

 

27,299,000

 

 

 

29,792,000

 

Total liabilities

 

 

210,049,000

 

 

 

202,851,000

 

Commitments and contingencies

 

 

 

 

 

 

Stockholders' Equity

 

 

 

 

 

 

Common stock, $.0001 par value: 120,000,000 shares authorized at June 30, 2022
   and March 31, 2022;
54,832,358 shares issued (17,437,851 shares outstanding, net of
   Treasury shares) and
54,788,712 shares issued (17,569,087 shares outstanding, net of
   Treasury shares) at June 30, 2022 and March 31, 2022, respectively

 

 

3,000

 

 

 

3,000

 

Paid-in capital

 

 

204,839,000

 

 

 

201,609,000

 

Treasury stock (37,394,507 shares at June 30, 2022 and 37,219,625 shares at
   March 31, 2022)

 

 

(681,208,000

)

 

 

(654,520,000

)

Retained earnings

 

 

681,994,000

 

 

 

665,303,000

 

Total stockholders' equity

 

 

205,628,000

 

 

 

212,395,000

 

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY

 

$

415,677,000

 

 

$

415,246,000

 

 

See accompanying notes to unaudited consolidated financial statements.

Page 3


 

CORVEL CORPORATION

Consolidated Income Statements – (Unaudited)

 

 

 

Three Months Ended June 30,

 

 

 

2022

 

 

2021

 

REVENUES

 

$

176,307,000

 

 

$

152,620,000

 

Cost of revenues

 

 

136,438,000

 

 

 

115,407,000

 

Gross profit

 

 

39,869,000

 

 

 

37,213,000

 

General and administrative expenses

 

 

18,671,000

 

 

 

16,645,000

 

Income before income tax provision

 

 

21,198,000

 

 

 

20,568,000

 

Income tax provision

 

 

4,507,000

 

 

 

3,725,000

 

NET INCOME

 

$

16,691,000

 

 

$

16,843,000

 

Net income per common and common equivalent share

 

 

 

 

 

 

Basic

 

$

0.95

 

 

$

0.94

 

Diluted

 

$

0.94

 

 

$

0.92

 

Weighted average common and common equivalent shares

 

 

 

 

 

 

Basic

 

 

17,506,000

 

 

 

17,897,000

 

Diluted

 

 

17,803,000

 

 

 

18,220,000

 

 

See accompanying notes to unaudited consolidated financial statements.

Page 4


 

CORVEL CORPORATION

Consolidated Statements of Stockholders’ Equity – (Unaudited)

 

 

 

Three Months Ended June 30, 2022

 

 

 

Common
Shares

 

 

Stock
Amount

 

 

Paid-in-
Capital

 

 

Treasury
Shares

 

 

Treasury
Stock

 

 

Retained
Earnings

 

 

Total
Stockholders'
Equity

 

Balance – March 31, 2022

 

 

54,788,712

 

 

$

3,000

 

 

$

201,609,000

 

 

 

(37,219,625

)

 

$

(654,520,000

)

 

$

665,303,000

 

 

$

212,395,000

 

Stock issued under stock option plan,
   net of shares repurchased

 

 

43,646

 

 

 

 

 

 

1,851,000

 

 

 

 

 

 

 

 

 

 

 

 

1,851,000

 

Stock-based compensation expense

 

 

 

 

 

 

 

 

1,379,000

 

 

 

 

 

 

 

 

 

 

 

 

1,379,000

 

Purchase of treasury stock

 

 

 

 

 

 

 

 

 

 

 

(174,882

)

 

 

(26,688,000

)

 

 

 

 

 

(26,688,000

)

Net income

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

16,691,000

 

 

 

16,691,000

 

Balance – June 30, 2022

 

 

54,832,358

 

 

$

3,000

 

 

$

204,839,000

 

 

 

(37,394,507

)

 

$

(681,208,000

)

 

$

681,994,000

 

 

$

205,628,000

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Three Months Ended June 30, 2021

 

 

 

Common
Shares

 

 

Stock
Amount

 

 

Paid-in-
Capital

 

 

Treasury
Shares

 

 

Treasury
Stock

 

 

Retained
Earnings

 

 

Total
Stockholders'
Equity

 

Balance – March 31, 2021

 

 

54,529,642

 

 

$

3,000

 

 

$

185,941,000

 

 

 

(36,653,552

)

 

$

(564,435,000

)

 

$

598,893,000

 

 

$

220,402,000

 

Stock issued under stock option plan,
   net of shares repurchased

 

 

113,110

 

 

 

 

 

 

5,145,000

 

 

 

 

 

 

 

 

 

 

 

 

5,145,000

 

Stock-based compensation expense

 

 

 

 

 

 

 

 

1,345,000

 

 

 

 

 

 

 

 

 

 

 

 

1,345,000

 

Purchase of treasury stock

 

 

 

 

 

 

 

 

 

 

 

(118,893

)

 

 

(14,196,000

)

 

 

 

 

 

(14,196,000

)

Net income

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

16,843,000

 

 

 

16,843,000

 

Balance – June 30, 2021

 

 

54,642,752

 

 

$

3,000

 

 

$

192,431,000

 

 

 

(36,772,445

)

 

$

(578,631,000

)

 

$

615,736,000

 

 

$

229,539,000

 

 

See accompanying notes to unaudited consolidated financial statements.

Page 5


 

CORVEL CORPORATION

Consolidated Statements of Cash Flows – (Unaudited)

 

 

 

Three Months Ended June 30,

 

 

 

2022

 

 

2021

 

Cash Flows from Operating Activities

 

 

 

 

 

 

NET INCOME

 

$

16,691,000

 

 

$

16,843,000

 

Adjustments to reconcile net income to net cash provided by operating activities:

 

 

 

 

 

 

Depreciation and amortization

 

 

6,319,000

 

 

 

5,900,000

 

Loss (gain) on write down or disposal of property, capitalized software or investment

 

 

2,000

 

 

 

(11,000

)

Stock compensation expense

 

 

1,379,000

 

 

 

1,345,000

 

Provision for doubtful accounts

 

 

452,000

 

 

 

170,000

 

Deferred income tax

 

 

(344,000

)

 

 

(336,000

)

Changes in operating assets and liabilities

 

 

 

 

 

 

Accounts receivable

 

 

1,044,000

 

 

 

(2,705,000

)

Customer deposits

 

 

(4,640,000

)

 

 

4,028,000

 

Prepaid taxes and expenses

 

 

4,307,000

 

 

 

(481,000

)

Other assets

 

 

(30,000

)

 

 

(377,000

)

Accounts and taxes payable

 

 

4,197,000

 

 

 

3,257,000

 

Accrued liabilities

 

 

565,000

 

 

 

(12,894,000

)

Operating lease liabilities

 

 

79,000

 

 

 

(279,000

)

Net cash provided by operating activities

 

 

30,021,000

 

 

 

14,460,000

 

Cash Flows from Investing Activities

 

 

 

 

 

 

Purchase of property and equipment

 

 

(8,380,000

)

 

 

(6,463,000

)

Net cash used in investing activities

 

 

(8,380,000

)

 

 

(6,463,000

)

Cash Flows from Financing Activities

 

 

 

 

 

 

Purchase of treasury stock

 

 

(26,688,000

)

 

 

(14,196,000

)

Proceeds from employee stock purchase plan

 

 

1,851,000

 

 

 

5,145,000

 

Net cash used in financing activities

 

 

(24,837,000

)

 

 

(9,051,000

)

Decrease in cash and cash equivalents

 

 

(3,196,000

)

 

 

(1,054,000

)

Cash and cash equivalents at beginning of period

 

 

97,504,000

 

 

 

139,716,000

 

Cash and cash equivalents at end of period

 

$

94,308,000

 

 

$

138,662,000

 

Supplemental Cash Flow Information:

 

 

 

 

 

 

Income taxes paid

 

$

226,000

 

 

$

442,000

 

Purchase of software license under finance agreement

 

$

5,273,000

 

 

$

 

 

See accompanying notes to unaudited consolidated financial statements.

Page 6


 

CORVEL CORPORATION

Notes to Consolidated Financial Statements

June 30, 2022

 

Note 1 — Summary of Significant Accounting Policies

Basis of Presentation: The unaudited consolidated financial statements include the accounts of CorVel Corporation and its subsidiaries. Significant intercompany accounts and transactions have been eliminated in consolidation.

The unaudited consolidated financial statements herein have been prepared by CorVel Corporation (“the Company”, “we”, “our”, “us”) pursuant to the rules and regulations of the United States Securities and Exchange Commission (“SEC”). The accompanying interim unaudited consolidated financial statements have been prepared under the presumption that users of the interim financial information have either read or have access to the audited consolidated financial statements for the latest fiscal year ended March 31, 2022. Accordingly, note disclosures which would substantially duplicate the disclosures contained in the March 31, 2022 audited consolidated financial statements have been omitted from these interim unaudited consolidated financial statements.

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

Certain information and note disclosures normally included in financial statements prepared in accordance with United States generally accepted accounting principles (“GAAP”) have been condensed or omitted pursuant to such rules and regulations. In the opinion of management, all adjustments considered necessary for a fair presentation have been included. Operating results for the three months ended June 30, 2022 are not necessarily indicative of the results that may be expected for the fiscal year ending March 31, 2023. For further information, refer to the audited consolidated financial statements and notes thereto for the fiscal year ended March 31, 2022 included in the Company's Annual Report on Form 10-K filed with the SEC on May 27, 2022.

Recent Accounting Pronouncements: The Company has evaluated recent accounting pronouncements through the date the financial statements were issued and filed with the Securities and Exchange Commission and believe that there are none that will have a material impact on the Company’s 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 in one 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 and fifteen months. The Company believes this approach reasonably reflects the transfer of the claims management services to its customers.

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

Page 7


 

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 and 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 when the Company concludes that it 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, 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 three months ended June 30, 2022 and 2021:

 

 

 

Three Months Ended

 

 

Three Months Ended

 

 

 

June 30, 2022

 

 

June 30, 2021

 

Patient management services

 

$

114,810,000

 

 

$

100,449,000

 

Network solutions services

 

 

61,497,000

 

 

 

52,171,000

 

Total services

 

$

176,307,000

 

 

$

152,620,000

 

 

Arrangements with Multiple Performance Obligations

 

For many of the Company’s services, the Company typically has one 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.

 

Page 8


 

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 within one year.

 

 

 

June 30, 2022

 

 

March 31, 2022

 

Billed receivables

 

$

56,967,000

 

 

$

57,841,000

 

Allowance for doubtful accounts

 

 

(2,924,000

)

 

 

(2,562,000

)

Unbilled receivables

 

 

27,047,000

 

 

 

27,307,000

 

Accounts receivable, net

 

$

81,090,000

 

 

$

82,586,000

 

 

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. Such deferred revenue is included within accrued liabilities on the accompanying consolidated balance sheets.

 

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 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 three months ended June 30, 2022:

 

 

 

Three Months Ended

 

 

 

June 30, 2022

 

Beginning balance at April 1, 2022

 

$

25,796,000

 

Additions

 

 

10,288,000

 

Revenue recognized from beginning of period

 

 

(6,980,000

)

Revenue recognized from additions

 

 

(3,082,000

)

Ending balance at June 30, 2022

 

$

26,022,000

 

 

Remaining Performance Obligations

 

As of June 30, 2022, the Company had $26.0 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 within one year and the remaining balance thereafter. See the discussion below regarding the practical expedients elected for the disclosure of remaining performance obligations.

 

Page 9


 

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 as unbilled receivables 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 be one 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-Based Compensation and Stock Options

Under the Company’s Restated Omnibus Incentive Plan (formerly the Restated 1988 Executive Stock Option Plan) (“the Plan”) as in effect at June 30, 2022, 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 of five years and ten years from the date of grant, respectively. All options granted in the three months ended June 30, 2022 and 2021 were granted with an exercise price equal to the fair value of the Company’s common stock on the grant date and are non-statutory stock options.

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 estimating 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 following assumptions were used to estimate the fair value of options granted during the three months ended June 30, 2022 and 2021 using the Black-Scholes option-pricing model:

 

 

 

Three Months Ended

 

 

June 30, 2022

 

June 30, 2021

Risk-free interest rate

 

2.81%

 

0.81%

Expected volatility

 

36%

 

34%

Expected dividend yield

 

0.00%

 

0.00%

Expected weighted average life of option in years

 

4.3 years

 

4.4 years

 

For the three months ended June 30, 2022 and 2021, the Company recorded share-based compensation expense of $1,379,000 and $1,345,000, respectively. The table below shows the amounts recognized in the unaudited consolidated financial statements for stock compensation expense for time-based options and performance-based options during the three months ended June 30, 2022 and 2021, respectively.

 

 

 

Three Months Ended

 

 

 

June 30, 2022

 

 

June 30, 2021

 

Cost of revenues

 

$

580,000

 

 

$

524,000

 

General and administrative

 

 

799,000

 

 

 

821,000

 

Total cost of stock-based compensation included in
   income before income tax provision

 

 

1,379,000

 

 

 

1,345,000

 

Amount of income tax benefit recognized

 

 

(293,000

)

 

 

(244,000

)

Amount charged against net income

 

$

1,086,000

 

 

$

1,101,000

 

Effect on basic earnings per share

 

$

(0.06

)

 

$

(0.06

)

Effect on diluted earnings per share

 

$

(0.06

)

 

$

(0.06

)

 

Page 10


 

 

The following table summarizes information for all stock options for the three months ended June 30, 2022 and 2021:

 

 

 

Three Months Ended June 30, 2022

 

 

Three Months Ended June 30, 2021

 

 

 

Shares

 

 

Weighted
Average
Exercise Price

 

 

Shares

 

 

Weighted
Average
Exercise Price

 

Options outstanding, beginning

 

 

723,876

 

 

$

84.55

 

 

 

937,158

 

 

$

64.28

 

Options granted

 

 

44,600

 

 

 

148.89

 

 

 

33,000

 

 

 

119.48

 

Options exercised

 

 

(43,739

)

 

 

42.69

 

 

 

(118,756

)

 

 

49.17

 

Options cancelled/forfeited

 

 

(2,394

)

 

 

121.79

 

 

 

(4,777

)

 

 

72.97

 

Options outstanding, ending

 

 

722,343

 

 

$

90.94

 

 

 

846,625

 

 

$

68.50

 

 

The following table summarizes the status of stock options outstanding and exercisable at June 30, 2022:

 

Range of Exercise Price

 

Number of
Outstanding
Options

 

 

Weighted
Average
Remaining
Contractual
Life

 

 

Outstanding
Options –
Weighted
Average
Exercise Price

 

 

Exercisable
Options –
Number of
Exercisable
Options

 

 

Exercisable
Options –
Weighted
Average
Exercise
Price

 

$22.07 to $59.32

 

 

213,617

 

 

 

2.32

 

 

$

48.76

 

 

 

187,864

 

 

$

48.03

 

$59.33 to $87.49

 

 

191,401

 

 

 

3.11

 

 

 

77.92

 

 

 

99,870

 

 

 

77.16

 

$87.50 to $148.89

 

 

221,425

 

 

 

3.67

 

 

 

105.87

 

 

 

51,057

 

 

 

94.44

 

$148.90 to $197.16

 

 

95,900

 

 

 

5.03

 

 

 

176.39

 

 

 

 

 

 

 

Total

 

 

722,343

 

 

 

3.30

 

 

$

90.94

 

 

 

338,791

 

 

$

63.61

 

 

The following table summarizes the status of all outstanding options at June 30, 2022, and changes during the three months then ended:

 

 

 

Number
of
Options

 

 

Weighted
Average
Exercise Price
Per Share

 

 

Weighted
Average
Remaining
Contractual
Life (Years)

 

 

Aggregate Intrinsic
Value as of June 30, 2022

 

Options outstanding at April 1, 2022

 

 

723,876

 

 

$

84.55