What changed in CORVEL CORP's 10-K — 2022 vs 2023
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Paragraph-level year-over-year comparison of CORVEL CORP's 2022 and 2023 10-K annual filings, covering the Business, Risk Factors, Legal Proceedings, Cybersecurity, MD&A and Market Risk sections. Every new, removed and edited paragraph is highlighted side-by-side so you can see exactly what management changed in the 2023 report.
+91 added−83 removedSource: 10-K (2023-05-26) vs 10-K (2022-05-27)
Top changes in CORVEL CORP's 2023 10-K
91 paragraphs added · 83 removed · 71 edited across 5 sections
- Item 1A. Risk Factors+46 / −35 · 28 edited
- Item 1. Business+33 / −36 · 31 edited
- Item 5. Market for Registrant's Common Equity+9 / −9 · 9 edited
- Item 7A. Quantitative and Qualitative Disclosures About Market Risk+2 / −2 · 2 edited
- Item 3. Legal Proceedings+1 / −1 · 1 edited
Item 1. Business
Business — how the company describes what it does
31 edited+2 added−5 removed75 unchanged
Item 1. Business
Business — how the company describes what it does
31 edited+2 added−5 removed75 unchanged
2022 filing
2023 filing
Biggest changeAccordingly, the Shareholder Rights Plan is of no further force and effect. 3 BUSINESS — SERVICES The Company's network solutions and patient management services reduces claim costs by advocating medical management at the onset of an injury. These solutions offer personalized treatment programs that use precise protocols to advocate timely, quality care for injured workers.
Biggest changeThese solutions offer personalized treatment programs that use precise protocols to advocate timely, quality care for injured workers. 3 Network Solutions Services CorVel offers a complete medical savings solution for all in-network and out-of-network medical bills.
Further, CorVel’s solutions are fully customizable and can be tailored to meet unique payor requirements. As discussed in greater detail below, bill review services include: • Coding review and re-bundling; • Reasonable and customary review; • Fee schedule analysis; • Out-of-network bill review; • Pharmacy review; • PPO management; • Repricing.
Further, CorVel’s solutions are fully customizable and can be tailored to meet unique payor requirements. As discussed in greater detail below, bill review services include: • Coding review and re-bundling; • Reasonable and customary review; • Fee schedule analysis; • Out-of-network bill review; • Pharmacy review; • PPO management; and • Repricing.
Diversity, Equity and Inclusion Diversity and inclusion are core to the Company’s values and instrumental in delivering stronger business growth. The more diverse our backgrounds and experiences, the more we can achieve together working side by side.
Diversity, Equity and Inclusion Diversity, equity and inclusion are core to the Company’s values and instrumental in delivering stronger business growth. The more diverse our backgrounds and experiences, the more we can achieve together working side by side.
The Company believes that the strength of its national PPO network, combined with local PPO developers’ commitment and community involvement, enables CorVel to grow its PPO network's size, quality, depth of discount, and commitment to service. 4 The Company has a team of national, regional and local personnel supporting the CorVel network.
The Company believes that the strength of its national PPO network, combined with local PPO developers’ commitment and community involvement, enables CorVel to grow its PPO network's size, quality, depth of discount, and commitment to service. 4 The Company has a team of national, regional and local personnel supporting the CorVel's PPO network.
CERiS produces incremental savings both prior and post payment, lowers provider friction, increases efficiencies with client and facility relationships, and easily scales to a payor’s enterprise needs. Professional Review CorVel’s professional review service audits and validates facility bill accuracy. This solution also includes review of in-network facility bills.
CERiS produces incremental savings both prior to and after payment, lowers provider friction, increases efficiencies with client and facility relationships, and easily scales to a payor’s enterprise needs. Professional Review CorVel’s professional review service audits and validates facility bill accuracy. This solution also includes review of in-network facility bills.
We partner with employers, TPAs, insurance companies and government agencies to assist our customers in managing the increasing medical cost of workers' compensation, group health and auto insurance, and in monitoring the quality of care provided to claimants. Our diverse suite of solutions combines our integrated technologies with a human touch.
We partner with employers, TPAs, insurance companies and government agencies to assist our customers in managing the increasing medical costs of workers' compensation, group health and auto insurance, and in monitoring the quality of care provided to claimants. Our diverse suite of solutions combines our integrated technologies with a human touch.
To ensure that our leaders and employees model fairness and inclusivity in their behaviors; diversity, equity and inclusion training was completed by our leaders and mandated for all employees. We are proud of having a diverse workforce and remain committed to increasing the empowerment of women and minorities across our operations.
To ensure that our leaders and employees model fairness and inclusivity in their behaviors, diversity, equity and inclusion training is completed by our leaders and mandated for all employees. We are proud of having a diverse workforce and remain committed to increasing the empowerment of women and minorities across our operations.
Bill Review Many states have adopted fee schedules, which regulate the maximum allowable fees payable under workers’ compensation for procedures performed by a variety of health treatment providers. Developed in 1989, CorVel’s proprietary bill review and claims management technology automates the review process to provide customers with a faster turnaround time, more efficient bill review and higher total savings.
Bill Review Many states have adopted fee schedules, which regulate the maximum allowable fees payable under workers’ compensation for procedures performed by a variety of health treatment providers. CorVel’s proprietary bill review and claims management technology automates the review process to provide customers with a faster turnaround time, more efficient bill review and higher total savings.
We are committed to recruiting the most qualified people for the job regardless of gender, ethnicity or other protected traits and to comply fully with all domestic, foreign and local laws relating to discrimination in the workplace.
We are committed to recruiting the most qualified people for the job regardless of gender, ethnicity or other protected traits, and to complying fully with all domestic, foreign and local laws relating to discrimination in the workplace.
HUMAN CAPITAL As of March 31, 2022, CorVel had 4,233 employees, including nurses, claims adjusters, and other employees. Our entire workforce is concentrated in the United States. No employees are represented by any collective bargaining unit. Management believes the Company’s relationship with its employees to be good. The COVID-19 pandemic had a significant impact on our human capital management.
HUMAN CAPITAL As of March 31, 2023, CorVel had 4,444 employees, including nurses, claims adjusters, and other employees. Our entire workforce is concentrated in the United States. No employees are represented by any collective bargaining unit. Management believes the Company’s relationship with its employees to be good. The COVID-19 pandemic had a significant impact on our human capital management.
Examples of such programs include: formal wellness programs with fitness challenges and incentives for prioritizing physical exercise; employee assistance programs; group healthcare and telemedicine programs; company-sponsored retirement savings plans; tuition assistance; and programs that support work-life balance such as remote work arrangements and paid-time off. 10 Employee Development Employee development continues to be of strategic importance in fiscal 2022.
Examples of such programs include: formal wellness programs with fitness challenges and incentives for prioritizing physical exercise; employee assistance programs; group healthcare and telemedicine programs; company-sponsored retirement savings plans; tuition assistance; and programs that support work-life balance such as remote work arrangements and paid-time off. 10 Employee Development Employee development continued to be of strategic importance in fiscal 2023.
Network Solutions Services CorVel offers a complete medical savings solution for all in-network and out-of-network medical bills. The Company's services include professional nurse review, true line item review, expert fee negotiations, specialty networks, preferred provider organization ("PPO") management, medical bill repricing, automated adjudication, and electronic reimbursement. Each feature focuses on increasing process efficiencies and maximizing savings opportunities for our customers.
The Company's services include professional nurse review, true line item review, expert fee negotiations, specialty networks, preferred provider organization ("PPO") management, medical bill repricing, automated adjudication, and electronic reimbursement. Each feature focuses on increasing process efficiencies and maximizing savings opportunities for our customers.
FISCAL 2022 DEVELOPMENTS — Stock Repurchase Program During fiscal year ended March 31, 2022 ("fiscal 2022"), the Company spent $90 million to repurchase 566,073 shares of its common stock under a plan approved by the Company’s Board of Directors in 1996.
FISCAL 2023 DEVELOPMENTS — Stock Repurchase Program During the fiscal year ended March 31, 2023 ("fiscal 2023"), the Company spent $93.7 million to repurchase 598,241 shares of its common stock under a plan approved by the Company’s Board of Directors in 1996.
Since the commencement of this program in the fall of 1996 through fiscal 2022, the Company has repurchased 37,219,625 shares of its common stock, at a cost of approximately $655 million, and we had 780,375 shares of common stock authorized for repurchase remaining under our share repurchase program as of March 31, 2022.
Since the commencement of this program in the fall of 1996 through fiscal 2023, the Company has repurchased 37,817,866 shares of its common stock, at a cost of approximately $748 million, and had 1,182,134 shares of common stock authorized for repurchase remaining under its share repurchase program as of March 31, 2023.
CorVel provides workers’ compensation services to virtually any size employer and in any state or region of the United Stat es. No single customer re presented more than 10% of revenues in fiscal 2022, or in fiscal years ended March 31, 2021 and 2020.
CorVel provides workers’ compensation services to virtually any size employer and in any state or region of the United States. No single customer represented more than 10% of revenues in fiscal 2023, or in the fiscal years ended March 31, 2022 and 2021. One customer accounted for 10% or more of accounts receivable as of March 31, 2023 and 2022.
We require our adjusters and nurse case managers to take specific trainings related to their responsibilities as part of the onboarding process. In 2021, we held our first leadership development program for managers. In 2022, the leadership program is being expanded to additional cohorts and is open to managers and supervisors.
We require our adjusters and nurse case managers to undergo specific training related to their responsibilities as part of their onboarding process. We have a leadership development program that is now being expanded to additional cohorts and is open to managers and supervisors.
GOVERNMENT REGULATIONS General Managed healthcare programs for workers’ compensation are subject to various laws and regulations. Both the nature and degree of applicable government regulation vary greatly depending upon the specific activities involved.
The Company remains focused on executing its strategy to offer industry-leading claims management and cost containment solutions to the market. GOVERNMENT REGULATIONS General Managed healthcare programs for workers’ compensation are subject to various laws and regulations. Both the nature and degree of applicable government regulation vary greatly depending upon the specific activities involved.
As of March 31, 2022, the Company's PPO network was comprised of over 1.2 million providers nationwide, which are searchable based on quality, types of services, and location by the public through the Company's mobile application.
CorVel offers a proprietary national PPO network and added leased network agreements to offer our customers extensive coverage and optimal network performance. As of March 31, 2023, the Company's PPO network was comprised of over 1.2 million providers nationwide, which are searchable based on quality, types of services, and location by the public through the Company's mobile application.
COMPETITION AND MARKET CONDITIONS The healthcare cost containment industry is competitive and is subject to economic pressures for cost savings and legislative reforms. CorVel’s primary competitors in the workers’ compensation market include TPAs, MCOs, large insurance carriers and numerous independent companies. Many of the Company’s competitors are significantly larger and have greater financial and marketing resources than the Company.
The sales and marketing activities are conducted primarily by account executives located in key geographic areas. COMPETITION AND MARKET CONDITIONS The healthcare cost containment industry is competitive and is subject to economic pressures for cost savings and legislative reforms. CorVel’s primary competitors in the workers’ compensation market include TPAs, MCOs, large insurance carriers and numerous independent companies.
The Company's telephone number is (817) 390-1416. The Company maintains a nationwide presence across a network of branches, and our Fort Worth, Texas location provides a centrally located hub for the Company. The location provides a sizable property footprint, a concentrated number of employees, and serve as the site for this year ’s annual meeting of stockholders.
The Company's telephone number is (817) 390-1416. The Company maintains a nationwide presence across a network of branches, and our Fort Worth, Texas location provides a centrally located hub for the Company. The location provides a sizable property footprint and a concentrated number of employees. Additionally, our Dallas-Fort Worth metropolitan area offices perform both worker’s compensation and group health services.
As of March 31, 2022, over a third of our employees identify as racially/ethnically diverse. Additionally, over 79% of our employees identify as women. Over 71% of the Company’s managers identify as women. Employee Wellness At CorVel, we provide a variety of comprehensive benefit programs that are designed to support the physical, mental and financial well-being of our people.
Employee Wellness At CorVel, we provide a variety of comprehensive benefit programs that are designed to support the physical, mental and financial well-being of our people.
The Company’s national branch office network enables the Company to market and offer its services at both a local and national account level, though the Company placed increasing emphasis on national account marketing. The sales and marketing activities are conducted primarily by account executives located in key geographic areas.
Many claims management decisions in workers’ compensation are the responsibility of the local claims office of national or regional insurers. The Company’s national branch office network enables the Company to market and offer its services at both a local and national account level, though the Company placed increasing emphasis on national account marketing.
Moreover, the Company’s customers may establish the in-house capability of performing the kinds of services offered by the Company. If the Company is unable to compete effectively, it will be difficult to add and retain customers, and the Company’s business, financial condition and results of operations will be materially and adversely affected.
If the Company is unable to compete effectively, it will be difficult to add and retain customers, and the Company’s business, financial condition and results of operations will be materially and adversely affected. There has been unprecedented acceleration in mobile and other technology in the past few years.
Further, failing to recognize a complex claim at the onset of an injury, often results in a lengthier claims process and a delayed return to work, which drives costs.
Cost drivers in workers’ compensation include implementing effective return-to-work and transitional duty programs, coordinating medical care, medical cost management, recognizing fraud and abuse, and improving communications with injured workers. Further, failing to recognize a complex claim at the onset of an injury, often results in a lengthier claims process and a delayed return to work, which drives costs.
CorVel was recently awarded, for the second year in a row, certification as a Great Place to Work Company based on independent surveys of its employees. Our culture and organizational purpose is embodied by our ACE-IT values of Accountability, Commitment, Excellence, Integrity, and Teamwork. These values define our desired culture, and influence organizational behavior, decision-making and our people priorities.
Our culture and organizational purpose is embodied by our ACE-IT values of Accountability, Commitment, Excellence, Integrity, and Teamwork. These values define our desired culture, and influence organizational behavior, decision-making and our people priorities.
The Company continues to leverage the latest technological innovation to connect all parties involved in the workers' compensation, risk management, and insurance processes in ways that were unimaginable in the past. The Company remains focused on executing its strategy to offer industry-leading claims management and cost containment solutions to the market.
This capability provides immediate access and begins to present business opportunities that were previously predicated on a less connected environment. The Company continues to leverage the latest technological innovation to connect all parties involved in the workers' compensation, risk management, and insurance processes in ways that were unimaginable in the past.
INDUSTRY OVERVIEW CorVel provides services to employers and payors in the risk management and insurance services arenas, including workers' compensation, general liability, auto liability, and hospital bill auditing and payment integrity. Workers’ compensation is a federally mandated, state-legislated insurance program that requires employers to fund medical expenses, lost wages, and other costs resulting from work-related injuries and illnesses.
Workers’ compensation is a federally mandated, state-legislated insurance program that requires employers to fund medical expenses, lost wages, and other costs resulting from work-related injuries and illnesses. Workers’ compensation benefits and arrangements vary extensively on a state-by-state basis and are often highly complex.
Most of our office locations are operating at reduced capacity as 62% of our employees are permanent work from home. We have instituted safety protocols and procedures for employees when they are in an office. Human Capital is a key component to our success.
Most of our office locations are operating at reduced capacity as 71% of our employees are permanent work from home. Human capital is a key component to our success. CorVel was recently awarded, for the third year in a row, certification as a "Great Place to Work Company" based on independent surveys of its employees.
Workers’ compensation benefits and arrangements vary extensively on a state-by-state basis and are often highly complex. State statutes and court decisions control many aspects of the compensation process, including claims handling, impairment or disability evaluation, dispute settlement, benefit amount guidelines, and cost-control strategies.
State statutes and court decisions control many aspects of the compensation process, including claims handling, impairment or disability evaluation, dispute settlement, benefit amount guidelines, and cost-control strategies. In addition to the compensation process, cost containment and claims management continue to be significant employer concerns and many look to managed care vendors and TPAs for cost savings solutions.
Additionally, our Dallas-Fort Worth metropolitan area offices perform both worker’s compensation and group health services. We believe the location of our headquarters puts us in the best position for future growth across our business in these area or service.
We believe the location of our headquarters puts us in the best position for future growth across our business in these areas of service. INDUSTRY OVERVIEW CorVel provides services to employers and payors in the risk management and insurance services arenas, including workers' compensation, general liability, auto liability, and hospital bill auditing and payment integrity.
These repurchases were funded primarily from the Company’s operating cash flows.
These repurchases were funded primarily from the Company’s operating cash flows. BUSINESS — SERVICES The Company's network solutions and patient management services reduce claim costs by advocating medical management at the onset of an injury.
Removed
In addition to the compensation process, cost containment and claims management continue to be significant employer concerns and many look to managed care vendors and TPAs for cost savings solutions. Cost drivers in workers’ compensation include implementing effective return-to-work and transitional duty programs, coordinating medical care, medical cost management, recognizing fraud and abuse, and improving communications with injured workers.
Added
Many of the Company’s competitors are significantly larger and have greater financial and marketing resources than the Company. Moreover, the Company’s customers may establish the in-house capability of performing the kinds of services offered by the Company.
Removed
Expiration of Shareholder Rights Plan On February 10, 2022, the Second Amended and Restated Preferred Shares Rights Agreement, dated as of November 17, 2008, by and between the Company and Computershare Trust Company, N.A., as amended (the “Shareholder Rights Plan”), and all preferred stock purchase rights distributed to holders of the Company’s common stock pursuant to the Shareholder Rights Plan, expired by their respective terms.
Added
As of March 31, 2023, over a third of our employees identify as racially or ethnically diverse. Additionally, over 79% of our employees identify as women. Over 72% of the Company’s managers identify as women.
Removed
CorVel began offering a proprietary national PPO network in 1992 and added leased network agreements to offer our customers extensive coverage and optimal network performance.
Removed
One customer accounted for 10% or more of accounts receivable as of March 31, 2022 and 2021. Many claims management decisions in workers’ compensation are the responsibility of the local claims office of national or regional insurers.
Removed
There has been unprecedented acceleration in mobile and other technology in the past few years. This capability provides immediate access and begins to present business opportunities that were previously predicated on a less connected environment.
Item 1A. Risk Factors
Risk Factors — what could go wrong, per management
28 edited+18 added−7 removed94 unchanged
Item 1A. Risk Factors
Risk Factors — what could go wrong, per management
28 edited+18 added−7 removed94 unchanged
2022 filing
2023 filing
Biggest changeIf declines in workers’ compensation costs occur in many states and persist over the long-term, it would have a material adverse impact on our business, financial condition and results of operations. We provide an outsource service to payors of workers’ compensation benefits, automobile insurance claims, and group health insurance benefits.
Biggest changeHistorically, the labor market has become less labor intensive and more service oriented, there are declining work-related injuries. Additionally, employers are being more proactive to prevent injuries. If declines in workers’ compensation costs occur in many states and persist over the long-term, it would have a material adverse impact on our business, financial condition and results of operations.
If lawsuits against us are successful, we may incur significant liabilities. We provide to insurers and other payors of healthcare costs managed care programs that utilize preferred provider organizations and computerized bill review programs. Healthcare providers have brought, against us and our customers, individual and class action lawsuits challenging such programs.
We provide to insurers and other payors of healthcare costs managed care programs that utilize preferred provider organizations and computerized bill review programs. Healthcare providers have brought, against us and our customers, individual and class action lawsuits challenging such programs. If such lawsuits are successful, we may incur significant liabilities.
In addition, any such transaction would be subject to various risks associated with the acquisition of businesses, including, but not limited to, the following: • an acquisition may (i) negatively impact our results of operations because it may require incurring large one-time charges, substantial debt or liabilities; (ii) require the amortization or write down of amounts related to deferred compensation, goodwill and other intangible assets; or (iii) cause adverse tax consequences, substantial depreciation or deferred compensation charges; • we may encounter difficulties in assimilating and integrating the business, technologies, products, services, personnel, or operations of companies that are acquired, particularly if key personnel of the acquired company decide not to work for us; • an acquisition may disrupt ongoing business, divert resources, increase expenses, and distract management; • the acquired businesses, products, services, or technologies may not generate sufficient revenue to offset acquisition costs; • we may have to issue equity or debt securities to complete an acquisition, which would dilute the position of stockholders and could adversely affect the market price of our common stock; and • the acquisitions may involve the entry into a geographic or business market in which we have little or no prior experience.
In addition, any such transaction would be subject to various risks associated with the acquisition of businesses, including, but not limited to, the following: • an acquisition may (i) negatively impact our results of operations because it may require incurring large one-time charges, substantial debt or liabilities; (ii) require the amortization or write down of amounts related to deferred compensation, goodwill and other intangible assets; or (iii) cause adverse tax consequences, substantial depreciation or deferred compensation charges; • we may encounter difficulties in assimilating and integrating the business, technologies, products, services, personnel, or operations of companies that are acquired, particularly if key personnel of the acquired company decide not to work for us; • an acquisition may disrupt ongoing business, divert resources, increase expenses, and distract management; • the acquired businesses, products, services, or technologies may not generate sufficient revenue to offset acquisition costs; 12 • we may have to issue equity or debt securities to complete an acquisition, which would dilute the position of stockholders and could adversely affect the market price of our common stock; and • the acquisitions may involve the entry into a geographic or business market in which we have little or no prior experience.
A cyber-attack or other data security incident could result in the significant and protracted disruption of our business such that: • critical business systems become inoperable or require a significant amount of time or cost to restore; • key personnel are unable to perform their duties or communicate with employees, customers or other third-parties; • it results in the loss, theft, misuse, unauthorized disclosure, or unauthorized access of customer or company information; • we are prevented from accessing information necessary to conduct our business; • we are required to make unanticipated investments in equipment, technology or security measures; • customers cannot access our websites and online systems; or • we become subject to other unanticipated liabilities, costs, or claims.
A cyber-attack or other data security incident could result in the significant and protracted disruption of our business such that: • critical business systems become inoperable or require a significant amount of time or cost to restore; • key personnel are unable to perform their duties or communicate with employees, customers or other third-parties; • it results in the loss, theft, misuse, unauthorized disclosure, or unauthorized access of customer or company information; • we are prevented from accessing information necessary to conduct our business; • we are required to make unanticipated investments in equipment, technology or security measures; 16 • customers cannot access our websites and online systems; or • we become subject to other unanticipated liabilities, costs, or claims.
We have invested in and continue to expend significant resources on information technology and data security tools, measures, processes, 16 initiatives, policies and employee training designed to protect our information technology systems, as well as the personal, confidential or sensitive information stored on or transmitted through those systems, and to ensure an effective response to any cyber-attack or data security incident.
We have invested in and continue to expend significant resources on information technology and data security tools, measures, processes, initiatives, policies and employee training designed to protect our information technology systems, as well as the personal, confidential or sensitive information stored on or transmitted through those systems, and to ensure an effective response to any cyber-attack or data security incident.
Approximately half of the states have enacted laws that require licensing of businesses which provide medical review services such as ours. Some of these laws apply to medical review of care covered by workers’ compensation. These laws 18 typically establish minimum standards for qualifications of personnel, confidentiality, internal quality control, and dispute resolution procedures.
Approximately half of the states have enacted laws that require licensing of businesses which provide medical review services such as ours. Some of these laws apply to medical review of care covered by workers’ compensation. These laws typically establish minimum standards for qualifications of personnel, confidentiality, internal quality control, and dispute resolution procedures.
If we are unable to develop new or updated software products and services cost-effectively on a timely basis and implement them without significant disruptions to the existing systems and processes of our customers, we may lose potential sales and harm our relationships with current or potential customers. 15 We may not be able to develop or acquire necessary IT resources to support and grow our business, and disruptive technologies could impact the volume and pricing of our products, which could materially adversely affect our business, results of operations, and financial condition.
If we are unable to develop new or updated software products and services cost-effectively on a timely basis and implement them without significant disruptions to the existing systems and processes of our customers, we may lose potential sales and harm our relationships with current or potential customers. 14 We may not be able to develop or acquire necessary IT resources to support and grow our business, and disruptive technologies could impact the volume and pricing of our products, which could materially adversely affect our business, results of operations, and financial condition.
Our acquisition of other businesses may result in significant increases in our intangible assets and goodwill. We regularly evaluate whether events and circumstances have occurred indicating that any portion of our intangible assets and goodwill may not be recoverable.
Our acquisition of other businesses may result in significant increases in our intangible assets and goodwill. We regularly evaluate whether events and circumstances have occurred indicating that any portion of our intangible assets and goodwill may not be 15 recoverable.
These cases may affect the use by insurers of certain cost containment services that we provide and may result in a decrease in revenue from our cost containment business. 14 Our failure to compete successfully could make it difficult for us to add and retain customers and could reduce or impede the growth of our business.
These cases may affect the use by insurers of certain cost containment services that we provide and may result in a decrease in revenue from our cost containment business. 13 Our failure to compete successfully could make it difficult for us to add and retain customers and could reduce or impede the growth of our business.
There can be no assurance that any further stock repurchases will enhance stockholder value because the market price of our common stock may decline below the levels at which we repurchased shares of stock. Although our stock repurchase program is intended to enhance long-term stockholder value, short-term stock price fluctuations could reduce the program’s effectiveness. 19
There can be no assurance that any further stock repurchases will enhance stockholder value because the market price of our common stock may decline below the levels at which we repurchased shares of stock. Although our stock repurchase program is intended to enhance long-term stockholder value, short-term stock price fluctuations could reduce the program’s effectiveness. Item 1B.
Gordon Clemons, our Chairman, and Michael Combs, our Chief Executive Officer and President, or the inability to attract qualified employees, could have a material adverse effect on our business, financial condition, and results of operations. If we lose several customers in a short period, our results may be materially adversely affected.
The loss of key personnel, especially V. Gordon Clemons, our Chairman, and Michael Combs, our Chief Executive Officer and President, or the inability to attract qualified employees, could have a material adverse effect on our business, financial condition, and results of operations. If we lose several customers in a short period, our results may be materially adversely affected.
Additional risks that we currently do not know about or that we currently believe to be immaterial may also impair our business operations. Risks Related to Our Business and Industry Our sequential reven ue may not increase and may decline.
Additional risks that we currently do not know about or that we currently believe to be immaterial may also impair our business operations. Risks Related to Our Business and Industry Our sequential revenue may not increase and may decline.
If the pandemic does not subside, or if there is a resurgence, it could materially adversely impact our business operations, financial position and results of operations in unpredictable ways that depend on highly-uncertain future developments, such as determining the effectiveness of current or future government actions to address the public health or economic impacts of the pandemic.
If there is a resurgence in the COVID-19 pandemic, or if any other pandemic arises, it could materially adversely impact our business operations, financial position and results of operations in unpredictable ways that depend on highly-uncertain future developments, such as determining the effectiveness of current or future government actions to address the public health or economic impacts of the pandemic.
In 1996, our Board of Directors authorized a stock repurchase program and, since then, has periodically increased the number of shares authorized for repurchase under the repurchase program. The most recent increase occurred in May 2021 and brought the number of shares authorized for repurchase over the life of the program to 38,000,000 shares.
In 1996, our Board of Directors authorized a stock repurchase program and, since then, has periodically increased the number of shares authorized for repurchase under the repurchase program. The most recent increase occurred in November 2022 and brought the number of shares authorized for repurchase over the life of the program to 39,000,000 shares.
If such lawsuits are successful, we may incur significant liabilities. We make recommendations about the appropriateness of providers’ proposed medical treatment plans for patients throughout the country. As a result, we could be subject to claims arising from any adverse medical consequences.
We make recommendations about the appropriateness of providers’ proposed medical treatment plans for patients throughout the country. As a result, we could be subject to claims arising from any adverse medical consequences.
In addition, the trading volume in our common stock may fluctuate and cause significant price variations to occur.
The market price of our common stock may be highly volatile and could be subject to wide fluctuations. In addition, the trading volume in our common stock may fluctuate and cause significant price variations to occur.
Our failure to address these risks, or to do so in a timely manner, or at a cost considered reasonable by us, could materially adversely affect our business, results of operations, and financial condition. The failure to attract and retain qualified or key personnel may prevent us from effectively developing, marketing, selling, integrating, and supporting our services.
Our failure to address these risks, or to do so in a timely manner, or at a cost considered reasonable by us, could materially adversely affect our business, results of operations, and financial condition.
We maintain professional liability insurance and such other coverages as we believe are reasonable in light of our experience to date. If such insurance is insufficient or unavailable in the future at reasonable cost to protect us from liability, our business, financial condition, or results of operations could be adversely affected.
If such insurance is insufficient or unavailable in the future at reasonable cost to protect us from liability, our business, financial condition, or results of operations could be adversely affected. 17 If lawsuits against us are successful, we may incur significant liabilities.
Interruption of data processing capabilities for any extended length of time, loss of stored data, programming errors or other system failures could cause customers to cancel their service and could have a material adverse effect on our business, financial condition, and results of operations. 17 In addition, we expect that a considerable amount of our future growth will depend on our ability to process and manage claims data more efficiently and to provide more meaningful healthcare information to customers and payors of healthcare.
Interruption of data processing capabilities for any extended length of time, loss of stored data, programming errors or other system failures could cause customers to cancel their service and could have a material adverse effect on our business, financial condition, and results of operations.
We are dependent, to a substantial extent, upon the continuing efforts and abilities of certain key management personnel. In addition, we face competition for experienced employees with professional expertise in the workers’ compensation managed care area. The loss of key personnel, especially V.
The failure to attract and retain qualified or key personnel may prevent us from effectively developing, marketing, selling, integrating, and supporting our services. We are dependent, to a substantial extent, upon the continuing efforts and abilities of certain key management personnel. In addition, we face competition for experienced employees with professional expertise in the workers’ compensation managed care area.
The insurance we maintain may not be adequate to cover our losses resulting from disasters or other business interruptions. The rapid and widespread transmission of COVID-19 continues to impact us in significant ways.
The insurance we maintain may not be adequate to cover our losses resulting from disasters or other business interruptions.
Risks Related to Ownership of Our Common Stock The market price and trading volume of our common stock may be volatile, which could result in rapid and substantial losses for our stockholders. The market price of our common stock may be highly volatile and could be subject to wide fluctuations.
Our compliance with these policies and related requirements could be costly, and our failure to comply could adversely affect our business relationships or reputation. Risks Related to Ownership of Our Common Stock The market price and trading volume of our common stock may be volatile, which could result in rapid and substantial losses for our stockholders.
Additionally, we store information on behalf of our customers and if our customers fail to comply with contractual obligations or applicable laws, it could result in litigation or reputational harm to us.
Additionally, we store information on behalf of our customers and if our customers fail to comply with contractual obligations or applicable laws, it could result in litigation or reputational harm to us. 18 The costs of compliance with sustainability or other environmental, social responsibility or governance laws, regulations, or policies, including investor and client-driven policies and standards, could adversely affect our business.
Healthcare providers have become more active in their efforts to minimize the use of certain cost containment techniques and are engaging in litigation to avoid application of certain cost containment practices. Recent litigation between healthcare providers and insurers has challenged certain insurers’ claims adjudication and reimbursement decisions.
Healthcare providers are becoming increasingly resistant to the application of certain healthcare cost containment techniques; this may cause revenue from our cost containment operations to decrease. Healthcare providers have become more active in their efforts to minimize the use of certain cost containment techniques and are engaging in litigation to avoid application of certain cost containment practices.
These payors include insurance companies, TPAs, municipalities, state funds, and self-insured, self-administered employers. If these payors reduce the amount of work they outsource, our results of operations would be materially adversely affected. Healthcare providers are becoming increasingly resistant to the application of certain healthcare cost containment techniques; this may cause revenue from our cost containment operations to decrease.
We provide an outsource service to payors of workers’ compensation benefits, automobile insurance claims, and group health insurance benefits. These payors include insurance companies, TPAs, municipalities, state funds, and self-insured, self-administered employers. If these payors reduce the amount of work they outsource, our results of operations would be materially adversely affected.
There can be no assurance that our growth rate in the future, if any, will be at or near historical levels. Our results of operations have been adversely affected and could in the future be materially adversely affected by the COVID-19 coronavirus pandemic, or other pandemics or incidents of disease.
There can be no assurance that our growth rate in the future, if any, will be at or near historical levels. Natural and other disasters may adversely affect our business.
There can be no assurance, however, that such debt or equity financing would be available to us on acceptable terms when, and if, suitable strategic opportunities arise. 13 If we are unable to increase our market share among national and regional insurance carriers and large, self-funded employers, our results may be adversely affected.
If suitable opportunities arise, we may finance such transactions, as well as internal growth, through debt or equity financing. There can be no assurance, however, that such debt or equity financing would be available to us on acceptable terms when, and if, suitable strategic opportunities arise.
Our failure to recruit and retain qualified management, nurses, and other healthcare professionals, or to control labor costs could have a material adverse effect on profitability. Sustained increases in the cost of our employee benefits could materially reduce our profitability. The cost of our current employees’ medical and other benefits substantially affects our profitability.
Our failure to recruit and retain qualified management, nurses, and other healthcare professionals, or to control labor costs could have a material adverse effect on profitability. We are subject to inflation risks which could increase our wages, benefits, and other costs which may result in decreased profitability. We are impacted by inflationary increases in wages, benefits and other costs.
Removed
The global spread of the COVID-19 coronavirus has created significant volatility, uncertainty, unemployment and economic disruption.
Added
If we are unable to increase our market share among national and regional insurance carriers and large, self-funded employers, our results may be adversely affected.
Removed
The extent to which the COVID-19 pandemic impacts our business, operations and financial results will depend on numerous evolving factors that we may not be able to accurately predict, including: • the duration and scope of the pandemic; • governmental, business and individuals’ actions that have been and continue to be taken in response to the pandemic; • the distribution and effectiveness of vaccines; • the impact of the pandemic on economic activity and actions taken in response; • the effect on our customers and customer demand for our services and solutions, that could cause a reduction in revenue; • our ability to sell and provide our services and solutions, including as a result of travel restrictions and employees working from home and widespread unemployment; • the ability of our customers to pay for our services and solutions; • the impact on our third party vendors; • any closures of our, and our customers’ and providers’ offices and facilities, and • any restrictions on our ability to provide services at a claim site or the location of a claimant whether for purposes of evaluating the claim or delivering services. 12 The closure of offices or restrictions inhibiting our employees’ ability to travel or interact with claimants and access claim sites, has disrupted, and could in the future disrupt, our ability to provide our services and solutions to our customers.
Added
Recent litigation between healthcare providers and insurers has challenged certain insurers’ claims adjudication and reimbursement decisions.
Removed
In addition, widespread unemployment has resulted in fewer doctor visits and fewer workers’ compensation and general liability claims. The majority of our workforce continues to work from home, which in the long run could have material adverse impact on our level of service.
Added
Wage and benefit inflation, whether driven by competition for talent or ordinary course pay increases and other inflationary pressure, may increase our cost of providing services and reduce our profitability.
Removed
This may result in, among other things, decreased demand for our services, terminations of customer contracts, delays in our ability to perform services, an altering of the mix of services requested by customers and claimants, and other losses of revenue. Customers may also slow down decision making, delay planned work or seek to terminate existing agreements.
Added
If we are not able to pass increased wage and other costs resulting from inflation onto our clients or charge premium prices when justified by market demand, our profitability may decline. Sustained increases in the cost of our employee benefits could materially reduce our profitability. The cost of our current employees’ medical and other benefits substantially affects our profitability.
Removed
Any of these events could cause or contribute to the risks and uncertainties enumerated in this report and could materially adversely affect our business, financial condition, results of operations and/or stock price. Natural and other disasters may adversely affect our business.
Added
If we are unable to apply technology and data analytics effectively in driving value for our clients through technology-based solutions or gain internal efficiencies and effective internal controls through the application of technology and related tools, our operating results, client relationships, growth and compliance programs could be adversely affected.
Removed
If suitable opportunities arise, we may finance such transactions, as well as internal growth, through debt or equity financing.
Added
Our future success depends, in part, on our ability to anticipate and respond effectively to the threat and opportunity presented by digital disruption, “big data” and data analytics, and other developments in technology.
Removed
Within the past few years, as the labor market has become less labor intensive and more service oriented, there are declining work-related injuries. Additionally, employers are being more proactive to prevent injuries.
Added
These may include new applications or insurance-related services based on artificial intelligence, machine learning, robotics, blockchain, the metaverse or new approaches to data mining that impact the nature of how we generate revenue.
Added
We may be exposed to competitive risks related to the adoption and application of new technologies by established market participants or new entrants such as technology companies, start-up companies and others.
Added
These new entrants are focused on using technology and innovation, including artificial intelligence and blockchain, in an attempt to simplify and improve the client experience, increase efficiencies, alter business models and effect other potentially disruptive changes in the industries in which we operate.
Added
We must also develop and implement technology solutions and technical expertise among our employees that anticipate and keep pace with rapid and continuing changes in technology, industry standards, client preferences and internal control standards.
Added
We may not be successful in anticipating or responding to these developments on a timely and cost-effective basis and our ideas may not be accepted in the marketplace. Additionally, the effort to gain technological expertise, make use of data analytics, and develop new technologies in our business requires us to incur significant expenses.
Added
Investments in technology systems and data analytics capabilities may not deliver the benefits or perform as expected, or may be replaced or become obsolete more quickly than expected, which could result in operational difficulties or additional costs.
Added
If we cannot offer new technologies or data analytics solutions as quickly as our competitors, or if our competitors develop more cost-effective technologies, data analytics solutions or other product offerings, we could experience a material adverse effect on our operating results, client relationships, growth and compliance programs.
Added
In some cases, we depend on key third-party vendors and partners to provide technology and other support for our strategic initiatives. If these third parties fail to perform their obligations or cease to work with us, our ability to execute on our strategic initiatives could be adversely affected.
Added
In addition, we expect that a considerable amount of our future growth will depend on our ability to process and manage claims data more efficiently and to provide more meaningful healthcare information to customers and payors of healthcare.
Added
We maintain professional liability insurance and such other coverages as we believe are reasonable in light of our experience to date.
Added
As a non–manufacturing service business, we have to date been less impacted from laws and regulations related to sustainability concerns or other environmental, social responsibility or governance ("ESG") laws, regulations, or policies. However, we could incur ESG-related costs indirectly through our customers or shareholders.
Added
Increasingly our customers and shareholders expect that we meet environmental, social responsibility, sustainability or other business policies or standards, which may be more restrictive than current laws and regulations, before they commence, or continue, doing business with us.
Item 3. Legal Proceedings
Legal Proceedings — active lawsuits and investigations
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Item 3. Legal Proceedings
Legal Proceedings — active lawsuits and investigations
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2022 filing
2023 filing
Biggest changeItem 3. Legal Proceedings. From time to time 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 its financial position or results of operations. Item 4 . Mine Saf ety Disclosures.
Biggest changeItem 3. Legal Proceedings. From time to time the Company is involved in legal proceedings 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 its financial position or results of operations. 19 Item 4 . Mine Saf ety Disclosures.
Item 5. Market for Registrant's Common Equity
Market for Common Equity — stock, dividends, buybacks
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Item 5. Market for Registrant's Common Equity
Market for Common Equity — stock, dividends, buybacks
9 edited+0 added−0 removed4 unchanged
2022 filing
2023 filing
Biggest changePeriod Total Number of Shares Purchased Average Price Paid Per Share Total Number of Shares Purchased as Part of Publicly Announced Program Maximum Number of Shares that may yet be Purchased Under the Program January 1 to January 31, 2022 42,629 $ 187.59 42,629 883,737 February 1 to February 28, 2022 47,586 159.65 47,586 836,151 March 1 to March 31, 2022 55,776 164.89 55,776 780,375 Total 145,991 $ 169.81 145,991 780,375 In 1996, the Company’s Board of Directors authorized a stock repurchase program initially for up to 100,000 shares of the Company’s common stock.
Biggest changePeriod Total Number of Shares Purchased Average Price Paid Per Share Total Number of Shares Purchased as Part of Publicly Announced Program Maximum Number of Shares that may yet be Purchased Under the Program January 1 to January 31, 2023 38,146 $ 157.22 38,146 1,250,736 February 1 to February 28, 2023 31,095 183.21 31,095 1,219,641 March 1 to March 31, 2023 37,507 183.87 37,507 1,182,134 Total 106,748 $ 174.16 106,748 1,182,134 In 1996, the Company’s Board of Directors authorized a stock repurchase program initially for up to 100,000 shares of the Company’s common stock.
There is no expiration date for the program. 21 STOCK PERFORMANCE GRAPH The graph and the table depicted below show a comparison of cumulative total stockholder returns for the Company, the Nasdaq and the Nasdaq Healthcare Services Index over a five year period beginning on March 31, 2017.
There is no expiration date for the program. 21 STOCK PERFORMANCE GRAPH The graph and the table depicted below show a comparison of cumulative total stockholder returns for the Company, the Nasdaq and the Nasdaq Healthcare Services Index over a five year period beginning on March 31, 2018.
The graph assumes that $100 was invested in the Company’s Common Stock on March 31, 2017, and in each index, and that all dividends were reinvested. No cash dividends have been paid or declared on the Common Stock.
The graph assumes that $100 was invested in the Company’s Common Stock on March 31, 2018, and in each index, and that all dividends were reinvested. No cash dividends have been paid or declared on the Common Stock.
The following table summarizes purchases of the Company’s common stock made by or on behalf of the Company or on behalf of any affiliated purchaser in the quarter ended March 31, 2022.
The following table summarizes purchases of the Company’s common stock made by or on behalf of the Company or on behalf of any affiliated purchaser in the quarter ended March 31, 2023.
As of May 23, 2022, there were approximately 804 holders of record of the Company’s common stock according to the information provided by the Company’s transfer agent. Dividends. The Company has never paid any cash dividends on its common stock and has no current plans to do so in the foreseeable future.
As of May 23, 2023, there were approximately 760 holders of record of the Company’s common stock according to the information provided by the Company’s transfer agent. Dividends. The Company has never paid any cash dividends on its common stock and has no current plans to do so in the foreseeable future.
The Company’s Board of Directors has periodically increased the number of shares of common stock authorized for repurchase under the program. In May 2021, the Company’s Board of Directors increased the number of shares of common stock authorized to be repurchased over the life of the program by 1,000,000 shares of common stock to 38,000,000 shares of common stock.
The Company’s Board of Directors has periodically increased the number of shares of common stock authorized for repurchase under the program. In November 2022, the Company’s Board of Directors increased the number of shares of common stock authorized to be repurchased over the life of the program by 1,000,000 shares of common stock to 39,000,000 shares of common stock.
Nasdaq Healthcare Services 100.00 110.76 122.05 116.14 172.90 144.11 Notwithstanding anything to the contrary set forth in any of our previous filings made under the Securities Act or the Exchange Act that might incorporate future filings made by us under those statutes, neither the preceding Stock Performance Graph, nor the information relating to it, is “soliciting material” or is “filed” or is to be incorporated by reference into any such prior filings, nor shall such graph or information be incorporated by reference into any future filings made by us under those statutes.
Nasdaq Healthcare Services 100.00 110.20 104.85 156.10 130.11 121.38 Notwithstanding anything to the contrary set forth in any of our previous filings made under the Securities Act or the Exchange Act that might incorporate future filings made by us under those statutes, neither the preceding Stock Performance Graph, nor the information relating to it, is “soliciting material” or is “filed” or is to be incorporated by reference into any such prior filings, nor shall such graph or information be incorporated by reference into any future filings made by us under those statutes.
As of March 31, 2022, the Company has repurchased 37,219,625 shares of its common stock over the life of the program.
As of March 31, 2023, the Company has repurchased 37,817,866 shares of its common stock over the life of the program.
Stockholder returns over the indicated period should not be considered indicative of future stockholder returns. 2017 2018 2019 2020 2021 2022 CorVel Corporation 100.00 116.21 149.98 125.31 235.84 387.22 U.S. Nasdaq 100.00 119.48 130.75 130.25 224.08 240.55 U.S.
Stockholder returns over the indicated period should not be considered indicative of future stockholder returns. 2018 2019 2020 2021 2022 2023 CorVel Corporation 100.00 129.06 107.83 202.95 333.21 376.42 U.S. Nasdaq 100.00 109.43 109.01 187.54 201.33 173.03 U.S.
Item 7A. Quantitative and Qualitative Disclosures About Market Risk
Market Risk — interest-rate, FX, commodity exposure
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Item 7A. Quantitative and Qualitative Disclosures About Market Risk
Market Risk — interest-rate, FX, commodity exposure
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2022 filing
2023 filing
Biggest changeWe estimated market risk as the potential decrease in fair value resulting from a hypothetical one-percentage point increase in interest rates for the instruments contained in the cash and cash equivalents investment portfolio. The resulting fair values were not materially different from their carrying values at March 31, 2022.
Biggest changeWe estimated market risk as the potential decrease in fair value resulting from a hypothetical one-percentage point increase in interest rates for the instruments contained in the cash and cash equivalents investment portfolio. The resulting fair values were not materially different from their carrying values at March 31, 2023.
Our invested assets are primarily held as cash and cash equivalents, which are subject to various market risk exposures such as interest rate risk. The fair value of our portfolio of cash and cash equivalents as of March 31, 2022 approximated its carrying value due to its short-term duration.
Our invested assets are primarily held as cash and cash equivalents, which are subject to various market risk exposures such as interest rate risk. The fair value of our portfolio of cash and cash equivalents as of March 31, 2023 approximated its carrying value due to its short-term duration.