CORVEL CORP 10-Q

Item 1 – Financial Statements CORVEL CORPORATION CONSOLIDATED BALANCE SHEETS June 30, 2020 March 31, 2020 (Unaudited) Assets Current Assets Cash and cash equivalents $ 94,111,000 $ 83,223,000 Customer deposits 52,689,000 48,991,000 Accounts receivable, net 67,469,000 65,767,000 Prepaid taxes and expenses 10,167,000 11,010,000 Total current assets 224,436,000 208,991,000 Property and equipment, net 74,360,000 75,900,000 Goodwill 36,814,000 36,814,000 Other intangibles, net 2,431,000 2,540,000 Right-of-use asset, net (Note 10) 86,250,000 90,666,000 Other assets 718,000 1,349,000 TOTAL ASSETS $ 425,009,000 $ 416,260,000 Liabilities and Stockholders' Equity Current Liabilities Accounts and taxes payable (Note 9) $ 16,618,000 $ 16,363,000 Accrued liabilities (Note 9) 121,917,000 117,326,000 Total current liabilities 138,535,000 133,689,000 Deferred income taxes 7,515,000 7,764,000 Long-term operating lease liabilities (Note 10) 80,867,000 85,096,000 Total liabilities 226,917,000 226,549,000 Commitments and contingencies (Notes 7 and 8) Stockholders' Equity Common stock, $ .0001 par value: 120,000,000 shares authorized at June 30, 2020 and March 31, 2020; 54,296,812 shares issued ( 17,976,583 shares outstanding, net of Treasury shares) and 54,254,557 shares issued ( 17,968,966 shares outstanding, net of Treasury shares) at June 30, 2020 and March 31, 2020, respectively 3,000 3,000 Paid-in capital 171,412,000 168,935,000 Treasury stock ( 36,320,229 shares at June 30, 2020 and 36,285,591 shares at March 31, 2020) ( 534,162,000 ) ( 531,764,000 ) Retained earnings 560,839,000 552,537,000 Total stockholders' equity 198,092,000 189,711,000 TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 425,009,000 $ 416,260,000 See accompanying notes to unaudited consolidated financial statements. Page 3 CORVEL CORPORATION CONSOLIDATED INCOME STATEMENTS – UNAUDITED Three Months Ended June 30, 2020 2019 REVENUES $ 129,600,000 $ 150,139,000 Cost of revenues 103,091,000 117,005,000 Gross profit 26,509,000 33,134,000 General and administrative expenses 15,585,000 15,752,000 Income before income tax provision 10,924,000 17,382,000 Income tax provision 2,622,000 3,975,000 NET INCOME $ 8,302,000 $ 13,407,000 Net income per common and common equivalent share Basic $ 0.46 $ 0.72 Diluted $ 0.46 $ 0.71 Weighted average common and common equivalent shares Basic 17,983,000 18,524,000 Diluted 18,114,000 18,787,000 See accompanying notes to unaudited consolidated financial statements. Page 4 CORVEL CORPORATION CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY – UNAUDITED Three Months Ended June 30, 2020 Common Shares Stock Amount Paid-in- Capital Treasury Shares Treasury Stock Retained Earnings Total Stockholders' Equity Balance – March 31, 2020 54,254,557 $ 3,000 $ 168,935,000 ( 36,285,591 ) $ ( 531,764,000 ) $ 552,537,000 $ 189,711,000 Stock issued under stock option plan, net of shares repurchased 42,255 — 1,482,000 — — — 1,482,000 Stock-based compensation expense — — 995,000 — — — 995,000 Purchase of treasury stock — — — ( 34,638 ) ( 2,398,000 ) — ( 2,398,000 ) Net income — — — — — 8,302,000 8,302,000 Balance – June 30, 2020 54,296,812 $ 3,000 $ 171,412,000 ( 36,320,229 ) $ ( 534,162,000 ) $ 560,839,000 $ 198,092,000 Three Months Ended June 30, 2019 Common Shares Stock Amount Paid-in- Capital Treasury Shares Treasury Stock Retained Earnings Total Stockholders' Equity Balance – March 31, 2019 54,021,032 $ 3,000 $ 155,798,000 ( 35,463,238 ) $ ( 466,156,000 ) $ 505,160,000 $ 194,805,000 Stock issued under stock option plan, net of shares repurchased 96,183 — 3,499,000 — — — 3,499,000 Stock-based compensation expense — — 1,225,000 — — — 1,225,000 Purchase of treasury stock — — — ( 124,411 ) ( 9,119,000 ) — ( 9,119,000 ) Net income — — — — — 13,407,000 13,407,000 Balance – June 30, 2019 54,117,215 $ 3,000 $ 160,522,000 ( 35,587,649 ) $ ( 475,275,000 ) $ 518,567,000 $ 203,817,000 See accompanying notes to unaudited consolidated financial statements. Page 5 CORVEL CORPORATION CONSOLIDATED STATEMENTS OF CASH FLOWS – UNAUDITED Three Months Ended June 30, 2020 2019 Cash Flows from Operating Activities NET INCOME $ 8,302,000 $ 13,407,000 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation and amortization 5,828,000 5,678,000 Loss on write down or disposal of property, capitalized software or investment 493,000 24,000 Stock compensation expense 995,000 1,225,000 Provision for doubtful accounts 1,197,000 198,000 Deferred income tax ( 249,000 ) ( 306,000 ) Changes in operating assets and liabilities Accounts receivable ( 2,899,000 ) 4,297,000 Customer deposits ( 3,698,000 ) 1,600,000 Prepaid taxes and expenses 843,000 501,000 Other assets 133,000 ( 904,000 ) Accounts and taxes payable ( 311,000 ) 7,866,000 Accrued liabilities 4,591,000 2,160,000 Operating lease liabilities 186,000 ( 9,384,000 ) Net cash provided by operating activities 15,411,000 26,362,000 Cash Flows from Investing Activities Purchase of property and equipment ( 3,607,000 ) ( 8,030,000 ) Net cash used in investing activities ( 3,607,000 ) ( 8,030,000 ) Cash Flows from Financing Activities Purchase of treasury stock ( 2,398,000 ) ( 9,119,000 ) Exercise of common stock options 1,482,000 3,499,000 Net cash used in financing activities ( 916,000 ) ( 5,620,000 ) Increase in cash and cash equivalents 10,888,000 12,712,000 Cash and cash equivalents at beginning of period 83,223,000 91,713,000 Cash and cash equivalents at end of period $ 94,111,000 $ 104,425,000 Supplemental Cash Flow Information: Income taxes paid $ 211,000 $ 310,000 Purchase of software license under finance agreement $ — $ 5,685,000 See accompanying notes to unaudited consolidated financial statements. Page 6 CORVEL CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS June 30, 2020 Note 1 — Summary of Significant Accounting Policies Basis of Presentation: The unaudited consolidated financial statements include the accounts of the Company 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 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, 2020. Accordingly, note disclosures which would substantially duplicate the disclosures contained in the March 31, 2020 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, 2020 are not necessarily indicative of the results that may be expected for the fiscal year ending March 31, 2021. For further information, refer to the audited consolidated financial statements and notes thereto for the fiscal year ended March 31, 2020 included in the Company's Annual Report on Form 10-K filed with the SEC on June 10, 2020. Reclassification: The Company has reclassified certain amounts in its consolidated statements of cash flows for the period ended June 30, 2019 to conform to the consolidated statements of cash flows presentation for the period ended June 30, 2020. The reclassification relates to the depreciation and amortization and operating lease liabilities amounts under operating activities. Impact of COVID-19: The COVID-19 pandemic has impacted and could further impact our operations and the operations of our suppliers and vendors as a result of quarantines, facility closures, illnesses, reduced medical services, and travel and logistics restrictions. The extent to which the COVID-19 pandemic impacts our business, results of operations, and financial condition will depend on future developments, which are highly uncertain and cannot be predicted, including, but not limited to the duration, spread, severity, and impact of the COVID-19 pandemic, the effects of the COVID-19 pandemic on our customers, suppliers, vendors, the remedial actions and stimulus measures adopted by federal, state, and local governments, and to what extent normal economic and operating conditions can resume. Even after the COVID-19 pandemic has subsided, we may continue to experience adverse impacts to our business as a result of any economic recession or depression that has occurred or may occur in the future. Therefore, the Company cannot reasonably estimate the full impact at this time. Recent Accounting Pronouncements: In December 2019, the FASB issued ASU 2019-12, “Simplifying the Accounting for Income Taxes”. The pronouncement simplifies the accounting for income taxes by removing certain exceptions to the general principles in ASC Topic 740, “Income Taxes”. The pronouncement also improves consistent application of and simplifies GAAP for other areas of Topic 740 by clarifying and amending existing guidance. This standard is effective for fiscal years beginning after December 15, 2020, with early adoption permitted. We are still evaluating the impact this guidance will have on our consolidated financial statements. Guidance Adopted: In June 2016, the FASB issued ASU 2016-13 regarding ASC Topic 326, “Measurement of Credit Losses on Financial Instruments”. The pronouncement changes the impairment model for most financial assets and will require the use of an "expected loss" model for instruments measured at amortized cost. Under this model, entities will be required to estimate the lifetime expected credit loss on such instruments and record an allowance to offset the amortized cost basis of the financial asset, resulting in a net presentation of the amount expected to be collected on the financial asset. Subsequently, the FASB issued an amendment to clarify the implementation dates and items that fall within the scope of this pronouncement. This standard is effective for fiscal years beginning after December 15, 2019, including interim periods within those fiscal years. The Company has adopted this standard as of April 1, 2020. The adoption did not have a material impact on our consolidated financial statements. On an ongoing basis, the Company will contemplate forward-looking economic conditions in recording lifetime expected credit losses for the Company’s financial assets measured at cost. Page 7 In January 2017, the FASB issued ASU 2017-04 regarding ASC Topic 350, “Simplifying the Test for Goodwill Impairment”. The pronouncement simplifies the accounting for goodwill impairments by eliminating step two from the goodwill impairment test. Under this guidance, if the carrying amount of a reporting unit exceeds its estimated fair value, an impairment charge shall be recognized in an amount equal to that excess, limited to the total amount of goodwill allocated to that reporting unit. This standard is effective for fiscal years beginning after December 15, 2019 , with early adoption permitted. The Company has adopted this standard as of April 1, 2020. The adoption did not have a material impact on our consolidated financial statements . Note 2 – Revenue Recognition The Company adopted ASC 606 using the modified retrospective method for those contracts which were not substantially completed as of the transition date, which was April 1, 2018. The reported results for the three months ended June 30, 2020 and 2019 reflect the application of the guidance of ASC 606. There was no material impact to any of the line items within the Company’s Consolidated Statements of Income or Consolidated Balance Sheets as a result of applying ASC 606 for the three months ended June 30, 2020. 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 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. Page 8 Network Solutions Service Line The network solutions service line consists primarily of medical bill review and third-party services. Medical bill review services provide an analysis of medical charges for customers’ claims to identify opportunities for savings. Medical bill review services revenues are recognized at a point in time when control of the service is transferred to the customer. Revenue is recognized based upon the transfer of the results of the medical bill review service to the customer as this is the most accurate depiction of the transfer of the service to the customer. Medical bill review revenues are variable, generally based on performance metrics set forth in the underlying contracts. Each period, the Company bases its estimates on a contract-by-contract basis. The Company makes its best estimate of amounts the Company has earned and expects to be collected using historical averages and other factors to project such revenues. Variable consideration is recognized 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, 2020 and June 30, 2019: Three Months Ended Three Months Ended June 30, 2020 June 30, 2019 Patient management services $ 85,221,000 $ 99,491,000 Network solutions services 44,379,000 50,648,000 Total services $ 129,600,000 $ 150,139,000 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. 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, 2020 March 31, 2020 Billed receivables $ 51,350,000 $ 51,208,000 Allowance for doubtful accounts ( 6,133,000 ) ( 5,133,000 ) Unbilled receivables 22,252,000 19,692,000 Accounts receivable, net $ 67,469,000 $ 65,767,000 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. Page 9 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, 2020: Three Months Ended June 30, 2020 Beginning balance at April 1, 2020 (Note 9) $ 17,645,000 Additions 8,418,000 Revenue recognized from beginning of period ( 2,354,000 ) Revenue recognized from additions ( 4,987,000 ) Ending balance at June 30, 2020 (Note 9) $ 18,722,000 Remaining Performance Obligations As of June 30, 2020, the Company had $ 18.7 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 97 % 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. 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, 2020, options exercisable for up to 19,865,000 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, 2020 and 2019 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. Page 10 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 yie ld and the expected option life. The Company account s 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, 2020 and 2019 using the Black-Scholes option-pricing model: Three Months Ended June 30, 2020 June 30, 2019 Risk-free interest rate 0.36 % 2.33 % Expected volatility 34 % 32 % Expected dividend yield 0.00 % 0.00 % Expected weighted average life of option in years 4.5 years 4.5 years For the three months ended June 30, 2020 and 2019, the Company recorded share-based compensation expense of $ 995,000 and $ 1,225,000 , 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, 2020 and 2019, respectively. Three Months Ended June 30, 2020 June 30, 2019 Cost of revenues $ 488,000 $ 485,000 General and administrative 507,000 740,000 Total cost of stock-based compensation included in income before income tax provision 995,000 1,225,000 Amount of income tax benefit recognized ( 239,000 ) ( 265,000 ) Amount charged against net income $ 756,000 $ 960,000 Effect on basic earnings per share $ ( 0.04 ) $ ( 0.05 ) Effect on diluted earnings per share $ ( 0.04 ) $ ( 0.05 ) The following table summarizes information for all stock options for the three months ended June 30, 2020 and 2019: Three Months Ended June 30, 2020 Three Months Ended June 30, 2019 Shares Weighted Average Exercise Price Shares Weighted Average Exercise Price Options outstanding, beginning 1,029,103 $ 54.87 1,058,411 $ 45.17 Options granted 45,175 52.69 47,025 70.24 Options exercised ( 44,363 ) 36.15 ( 100,955 ) 38.01 Options cancelled/forfeited ( 12,421 ) 58.98 ( 3,651 ) 51.43 Options outstanding, ending 1,017,494 $ 55.54 1,000,830 $ 47.05 The following table summarizes the status of stock options outstanding and exercisable at June 30, 2020: 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 $20.08 to $45.90 299,748 2.02 $ 34.99 274,388 $ 34.27 $45.91 to $57.75 327,027 3.29 53.95 138,692 53.86 $57.76 to $77.93 314,669 3.84 68.97 46,683 62.68 $77.94 to $88.22 76,050 5.28 87.76 — — Total 1,017,494 3.23 $ 55.54 459,763 $ 43.07 Page 11 The following table summarizes the status of all outstanding options at June 30, 2020 , 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, 2020 Options outstanding at April 1, 2020 1,029,103 $ 54.87 Granted 45,175 52.69 Exercised ( 44,363 ) 36.15 Cancelled – forfeited ( 10,951 ) 61.34 Cancelled – expired ( 1,470 ) 41.44 Ending outstanding 1,017,494 $ 55.54 3.23 $ 17,853,276 Ending vested and expected to vest 865,307 $ 48.31 2.90 $ 14,950,515 Ending exercisable at June 30, 2020 459,763 $ 43.07 2.39 $ 12,792,666 The weighted-average grant-date fair value of options granted during the three months ended June 30, 2020 and 2019, was $ 15.19 and $ 21.30 , respectively. Included in the above-noted stock option grants and stock compensation expense are performance-based stock options that vest only upon the Company’s achievement of certain earnings per share targets on a calendar year basis, as determined by the Company’s Board of Directors. These options were valued in the same manner as the time-based options. However, the Company only recognizes stock compensation expense to the extent that the targets are determined to be probable of being achieved, which triggers the vesting of the performance options. The Company recognized $ 294,000 and $ 543,000 of stock compensation expense for the three months ended June 30, 2020 and 2019, respectively, for performance-based stock options. Note 4 — Treasury Stock The Company’s Board of Directors approved the commencement of a stock repurchase program in the fall of 1996. In February 2019, the Company’s Board of Directors approved a 1,000,000 share expansion to the Company’s existing stock repurchase program, increasing the total number of shares of the Company’s common stock approved for repurchase over the life of the program to 37,000,000 shares. Since the commencement of the stock repurchase program, the Company has spent $ 534 million on the repurchase of 36,320,229 shares of its common stock, equal to 67 % of the outstanding common stock had there been no repurchases. The average price of these repurchases was $ 14.71 per share. These repurchases were funded primarily by the net earnings of the Company, along with proceeds from the exercise of common stock options. Although the Company had temporarily suspended share repurchases under its stock repurchase program from March 21 through June 14, 2020, the Company repurchased 34,638 shares of its common stock for $ 2.4 million at an average price of $ 69.27 per share during the three months ended June 30, 2020 after its stock repurchase program resumed. The Company had 17,976,583 shares of common stock outstanding as of June 30, 2020, net of the 36,320,229 shares in treasury. During the period subsequent to the quarter ended June 30, 2020, the Company repurchased 62,903 shares of its common stock for $ 4.8 million at an average price of $ 76.11 per share under the Company’s stock repurchase program. Note 5 — Weighted Average Shares and Net Income Per Share Basic weighted average common shares outstanding decreased to 17,983,000 for the quarter ended June 30, 2020 from 18,524,000 for the quarter ended June 30, 2019. Diluted weighted average common and common equivalent shares outstanding decreased to 18,114,000 for the quarter ended June 30, 2020 from 18,787,000 for the quarter ended June 30, 2019. Page 12 Net income per common and common equivalent share was computed by dividing net income by the weighted average number of common and common share equivalent s outstanding during the period . The following table sets forth the calculations of the basic and diluted weighted average common shares for the three months ended June 30 , 20 20 and 201 9 : Three Months Ended June 30, 2020 2019 Net Income $ 8,302,000 $ 13,407,000 Basic: Weighted average common shares outstanding 17,983,000 18,524,000 Net Income per share $ 0.46 $ 0.72 Diluted: Weighted average common shares outstanding 17,983,000 18,524,000 Treasury stock impact of stock options 131,000 263,000 Total common and common equivalent shares 18,114,000 18,787,000 Net Income per share $ 0.46 $ 0.71 Note 6 — Shareholder Rights Plan During fiscal year 1997, the Company’s Board of Directors approved the adoption of a shareholder rights plan (the “Shareholder Rights Plan”). The Shareholder Rights Plan provides for a dividend distribution to the Company’s shareholders of one preferred stock purchase right for each outstanding share of the Company’s common stock held by such shareholder (as used in this Note, the “right” or the “rights”), only in the event of certain takeover-related events. In November 2008, the Company’s Board of Directors approved an amendment to the Shareholder Rights Plan to extend the expiration date of the rights to February 10, 2022 . The rights are designed to assure that all shareholders receive fair and equal treatment in the event of a proposed takeover of the Company, and to encourage a potential acquirer to negotiate with the Company’s Board of Directors prior to attempting a takeover. The rights are not exercisable until the occurrence of certain takeover-related events, at which time they can be exercised at an exercise price of $ 118 per share of common stock which carries the right, subject to subsequent adjustments. The rights trade with the Company’s common stock. Generally, the Shareholder Rights Plan provides that if a person or group acquires 15 % or more of the Company’s common stock without the approval of the Company’s Board of Directors, subject to certain exceptions, the holders of the rights, other than the acquiring person or group, would, under certain circumstances, have the right to purchase additional shares of the Company’s common stock having a market value equal to two times the then-current exercise price of the right. In addition, if the Company is thereafter merged into another entity, or if 50 % or more of the Company’s consolidated assets or earning power are sold, then the right will entitle its holder to buy common shares of the acquiring entity having a market value equal to two times the then-current exercise price of the right. The Company’s Board of Directors may exchange or redeem the rights under certain conditions. Note 7 — Line of Credit The Company’s revolving credit facility expired in September 2019 , and the Company chose not to renew its line of credit agreement with a financial institution. Note 8 — Contingencies and Legal Proceedings The Company is involved in litigation arising in the ordinary course of business. Management believes that resolution of these matters will not result in any payment that, individually or in the aggregate, would be material to the consolidated financial position or results of operations of the Company. Page 13 Note 9 — Accounts and Taxes Payable and Accrued Liabilities The following table sets forth accounts payable, income taxes payable, and accrued liabilities at June 30, 2020 and March 31, 2020: June 30, 2020 March 31, 2020 Accounts payable $ 12,897,000 $ 15,145,000 Income taxes payable and uncertain tax positions 3,721,000 1,218,000 Total accounts and taxes payable $ 16,618,000 $ 16,363,000 June 30, 2020 March 31, 2020 Payroll, payroll taxes and employee benefits $ 25,964,000 $ 26,024,000 Customer deposits 52,689,000 48,991,000 Accrued professional service fees 5,849,000 5,919,000 Self-insurance accruals 3,311,000 3,248,000 Deferred revenue 18,722,000 17,645,000 Operating lease liabilities 13,086,000 13,223,000 Other 2,296,000 2,276,000 Total accrued liabilities $ 121,917,000 $ 117,326,000 Note 10 – Leases The Company determines if an arrangement is or contains a lease at contract inception. These lease agreements have remaining lease terms of 1 to 15 years . The Company recognizes a right-of-use (“ROU”) asset and a lease liability at the lease commencement date. The lease liability is initially measured at the present value of the unpaid lease payments as of the lease commencement date. Key estimates and judgments include how the Company determines (1) the discount rate it uses to discount the unpaid lease payments to present value, (2) the lease term, and (3) lease payments. ASC 842 requires a lessee to discount its unpaid lease payments using the interest rate implicit in the lease or, if that rate cannot be readily determined, its incremental borrowing rate. Generally, the Company cannot determine the interest rate implicit in the lease because it does not have access to the lessor's estimated residual value or the amount of the lessor's deferred initial direct costs. Therefore, the Company generally uses its incremental borrowing rate as the discount rate for the lease. The Company's incremental borrowing rate for a lease is the rate of interest it would have to pay on a collateralized basis to borrow an amount equal to the lease payments under similar terms. Because the Company does not generally borrow on a collateralized basis, it uses quoted interest rates obtained from financial institutions as an input to derive an appropriate incremental borrowing rate, adjusted for the amount of the lease payments, the lease term, and the effect on that rate of designating specific collateral with a value equal to the unpaid lease payments for that lease. The Company’s lease agreements may include options to extend the lease following the initial term. In most instances, the Company has determined that it is reasonably certain to exercise the option to renew; accordingly, these options are considered in determining the initial lease term. The Company has elected the practical expedient of hindsight in determining the option to renew. For lease agreements entered into or reassessed after the adoption of ASC 842, the Company has elected the practical expedient to account for the lease and non-lease components as a single lease component. Therefore, for those leases, the lease payments used to measure the lease liability include all of the fixed consideration in the contract. Variable lease payments associated with the Company’s leases are recognized upon occurrence of the event, activity, or circumstance in the lease agreement on which those payments are assessed. Leases with an initial term of 12 months or less are not recorded on the balance sheet. The Company recognizes lease expense for these leases on a straight-line basis over the lease term. Page 14 The components of lease expense are as follows: Three Months Ended Three Months Ended June 30, 2020 June 30, 2019 Operating lease expense $ 3,709,000 $ 4,261,000 Short-term lease expense 151,000 335,000 Variable lease expense 225,000 67,000 Total lease expenses $ 4,085,000 $ 4,663,000 The following table presents the lease related assets and liabilities recorded on the Company’s consolidated balance sheets related to its operating leases: June 30, 2020 March 31, 2020 Right-of-use asset, net $ 86,250,000 $ 90,666,000 Short-term lease liability $ 13,086,000 $ 13,223,000 Long-term lease liability 80,867,000 85,096,000 Total lease liabilities $ 93,953,000 $ 98,319,000 Weighted average remaining lease term 8.13 years 8.27 years Weighted average discount rate 4.0 % 4.0 % Supplemental cash flow information related to operating leases for the three months ended June 30, 2020 and 2019 were as follows: Three Months Ended Three Months Ended June 30, 2020 June 30, 2019 Cash paid for amounts included in the measurement of operating lease liabilities $ 3,660,000 $ 3,746,000 Operating lease liabilities arising from obtaining ROU assets $ 99,064,000 $ 101,026,000 Reductions to ROU assets resulting from reductions to operating lease liabilities $ 1,688,000 $ 1,267,000 As of June 30, 2020, maturities of operating lease liabilities for each of the next five years and thereafter are as follows: 2021 $ 11,300,000 2022 13,726,000 2023 13,774,000 2024 12,542,000 2025 12,086,000 Thereafter 47,911,000 Total lease payments 111,339,000 Less interest ( 17,386,000 ) Total lease liabilities $ 93,953,000 As of June 30, 2020, the Company has approximately $ 13.2 million of additional operating lease commitments that have not yet commenced. These leases commence in 2020 and have lease terms between 2 years and 10 years. Page 15