«Some ask if this is a Business or a Passion. A business it is, but business will not take our measure, for passion wills the endurance to find our ...»
CORVEL CORPORATION | 2016 ANNUAL REPORT AND FORM 10K
Some ask if this is a
Business or a Passion.
A business it is,
but business will
not take our measure,
for passion wills
to find our tomorrows.
2016 President’s Message
“Some ask if this is a business or a passion. A business it is, but business will not take our
measure, for passion wills the endurance to find our tomorrows.” We expressed this sentiment some years ago in this very same annual shareholders letter. As we build our Company it has continued that our organization’s passion for serving our clients’ needs, has sustained us. This last year we completed a quarter century as a public company with momentum as we embark upon the coming year.
Technology is increasingly disrupting traditional service models, positioning CorVel well for continued information management investments. Claims intake is a critical stage of claims management where CorVel has proprietary advantages. Our Immediate Intervention claims model includes 24/7 nurse triage and most recently telehealth both of which helped to demonstrate results superior to industry competitors. Telehealth allows us to offer physician interfaces to injured workers very early in the claim, improving results and employee satisfaction. Once thought to be a service for remotely located employees, telehealth is quickly demonstrating its ability to shorten service delays in episodes of care for all injured workers.
Both the Intake phase of a claim and the Return-to-Work (RTW) phase are being impacted by improvements in our systems. Immediate intervention is critical to enabling healthcare management, and RTW is where the “rubber meets the road” in our service. We’ve been investing in the interfaces which facilitate our interaction with providers, claimants and employers and expect this aspect of our service to continue evolving over the coming years.
Our Enterprise Comp line of claims management services continued its growth. Our service model increasingly integrates the various service components on one platform. The potential for further development is substantial, and we expect to be able to gradually increase our spending in this area, constantly adding proprietary features to our capabilities.
Development continues to bring the separate constituencies in workers’ compensation more seamlessly together.
Connecting patients to providers to employers and managed care professionals is a complex challenge. During the year CorVel continued to expand the features for each constituent. Claimants can use mobile apps to communicate through our portal with both claims and healthcare professionals. There is much left to do; we will continue to introduce new features.
As we implement technology, our services are gradually becoming more efficient as well as more efficacious. Interfaces to major carriers are being streamlined to allow for real time web application services. We look forward to having more real time interactions with our customers.
The Business Process Automation (BPA) groups within CorVel continue to grow. In addition to being important components in our healthcare management business, these groups are expanding their services outside the insurance industry. Their document management and data conversion services have been augmented through the use of automated “pre-processing” reviews of data, which add efficiency to the workflow for customers. BPA services are increasingly effective as the power of computing continues its compound growth rate.
We are indebted to our business partners and CorVel associates for their support and commitment to the future. We are fortunate to work with people who share our vision for the continuous improvement of outcomes for patients.
The last year was a productive time for all of us, reinforcing our purpose: to make a difference serving the needs of healthcare patients.
$30 $1.75 1.50 $25 1.25 1.00 0.75 0.50 0.25 $0 $0
Securities registered pursuant to Section 12(b) of the Act:
Title of each class: Name of each exchange on which registered:
Common Stock The NASDAQ Global Select Market, LLC Securities registered pursuant to Section 12(g) of the Act: None Indicate by check mark if the Registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act Yes ‘ No È Indicate by check mark if the Registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act Yes ‘ No È 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 È No ‘ Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted 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 and post such files). Yes È No ‘ Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. È Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer”, “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer ‘ È Accelerated filer Non-accelerated filer ‘ Smaller reporting company ‘ Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ‘ No È State the aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was last sold, or the average bid and asked price of such common equity, as of the last business day of the Registrant’s most recently
completed second fiscal quarter:
As of September 30, 2015, the aggregate market value of the Registrant’s voting and non-voting common equity held by non-affiliates of the Registrant was approximately $330,421,000 based on the closing price per share of $32.30 for the Registrant’s common stock as reported on the Nasdaq Global Select Market on such date multiplied by 10,229,765 shares (total outstanding shares of 19,787,279 less 9,557,514 shares held by affiliates) of the Registrant’s common stock which were outstanding on such date. For the purposes of the foregoing calculation only, all of the Registrant’s directors, executive officers and persons known to the Registrant to hold ten percent or greater of the Registrant’s outstanding common stock have been excluded in that such persons may be deemed to be affiliates. This determination of affiliate status is not necessarily a conclusive determination for other purposes.
Indicate the number of shares outstanding of each of the Registrant’s classes of common stock, as of the latest practicable date: As of June 3, 2016, there were 19,574,261 shares of the Registrant’s common stock, par value $0.0001 per share, outstanding.
DOCUMENTS INCORPORATED BY REFERENCEInformation required by Items 10 through 14 of Part III of this Form 10-K, to the extent not set forth herein, is incorporated herein by reference to portions of the Registrant’s definitive proxy statement for the Registrant’s 2016 Annual Meeting of Stockholders, which will be filed with the Securities and Exchange Commission not later than 120 days after the end of the fiscal year ended March 31, 2016. Except with respect to the information specifically incorporated by reference in this Form 10-K, the Registrant’s definitive proxy statement is not deemed to be filed as a part of this Form 10-K.
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTSThis report contains forward-looking statements within the meaning of the Securities Act of 1933, as amended, and the Securities Exchange Act of 1934, as amended (the “Exchange Act”), including, but not limited to, the statements about our plans, strategies and prospects under the headings “Business” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and elsewhere in this report. Words such as “expects”, “anticipates”, “intends”, “plans”, “predicts”, “believes”, “seeks”, “estimates”, “potential”, “continue”, “strive”, “ongoing”, “may”, “will”, “would”, “could”, and “should”, and variations of these words or similar expressions are intended to identify forward-looking statements. These forward-looking statements are based on management’s current expectations, estimates and projections about our industry, management’s beliefs, and certain assumptions made by management, and we can give no assurance that we will achieve our plans, intentions or expectations. Certain important factors could cause actual results to differ materially from the forward-looking statements we make in this report. Representative examples of these factors include (without
• General industry and economic conditions, including a decreasing number of national claims due to decreasing number of injured workers;
• Cost of capital and capital requirements;
• Competition from other managed care companies;
• The Company’s ability to renew and/or maintain contracts with its customers on favorable terms or at all;
• The ability to expand certain areas of the Company’s business;
• Possible litigation and legal liability in the course of operations, and the Company’s ability to settle or otherwise resolve such litigation;
• The ability of the Company to produce market-competitive software;
• Increases in operating expenses, including employee wages, benefits and medical inflation;
• Changes in regulations affecting the workers’ compensation, insurance and healthcare industries in general;
• The ability to attract and retain key personnel;
• Shifts in customer demands; and
• The availability of financing in the amounts, at the times, and on the terms necessary to support the Company’s future business.
The section entitled “Risk Factors” set forth in this report discusses these and other important risk factors that may affect our business, results of operations and financial condition. The factors listed above and the factors described under the heading “Risk Factors” and similar discussions in our other filings with the Securities and Exchange Commission are not necessarily all of the important factors that could cause actual results to differ materially from those expressed in any of our forward-looking statements. Other unknown or unpredictable factors also could have material adverse effects on our future results. Investors should consider these factors before deciding to make or maintain an investment in our securities. The forward-looking statements included in this annual report on Form 10-K are based on information available to us as of the date of this annual report. We expressly disclaim any intent or obligation to update any forward-looking statements to reflect subsequent events or circumstances.
PART I Item 1. Business.
INTRODUCTIONCorVel is a national provider of workers’ compensation solutions for employers, third party administrators, insurance companies, and government agencies seeking to control costs and promote positive outcomes. The Company applies technology, intelligence, and a human touch to the challenges of risk management so that their clients can intervene early and often while being connected to the critical intelligence they need to proactively manage risk. CorVel specializes in applying advanced communication and information technology to improve healthcare management for workers’ compensation, group health, auto and liability claims management. With a technology platform at its core, the Company’s connected solution is delivered by a national team of associates who are committed to helping clients deliver programs that meet their organization’s performance goals.
The Company’s services include claims management, bill review, preferred provider networks, utilization management, case management, pharmacy services, directed care and Medicare services. CorVel offers its services as a bundled solution (i.e. claims management), as a standalone service, or as add-on services to existing customers. Customers of the Company that do not purchase a bundled solution generally use another provider, use an in-house solution, or choose not to utilize such a service to manage their workers’ compensation costs.
When customers purchase several products from CorVel, the pricing of the products sold is generally the same as if the product were sold on an individual basis. Bundled products are generally delivered in the same accounting period.
The Company was incorporated in Delaware in 1987, and its principal executive offices are located at 2010 Main Street, Suite 600, Irvine, California, 92614. The Company’s telephone number is 949-851-1473.