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This Quarterly Report on Form 10-Q for our first fiscal quarter ended June 30, 2026 (this “Quarterly Report”) may include certain forward-looking statements, within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, including (without limitation) statements with respect to anticipated future operating and financial performance, growth and acquisition opportunities and other similar forecasts and statements of expectation. Words such as “expects,” “anticipates,” “intends,” “plans,” “predicts,” “believes,” “seeks,” “estimates,” “potential,” “continue,” “strive,” “ongoing,” “may,” “will,” “would,” “could,” “should,” as well as variations of these words and similar expressions, are intended to identify these forward-looking statements. Forward-looking statements made by the Company and its management are based on estimates, projections, beliefs and assumptions of management at the time of such statements and are not guarantees of future performance.
The Company disclaims any obligations to update or revise any forward-looking statement based on the occurrence of future events, the receipt of new information or otherwise. Actual future performance, outcomes, and results may differ materially from those expressed in forward-looking statements made by the Company and its management as a result of a number of risks, uncertainties and assumptions. Representative examples of these factors include (without limitation): general industry and economic conditions, including a decreasing number of national claims based on the number of injured workers; competition from other managed care companies and third party administrators; the Company’s ability to renew or maintain contracts with its customers on favorable terms or at all; the ability to expand certain areas of the Company’s business; growth in the Company’s sale of third-party administrator (“TPA”) services; shifts in customer demands; increases in operating expenses, including employee wages, benefits and medical inflation; the ability of the Company to produce market-competitive software; cost of capital and capital requirements; the Company’s ability to attract and retain key personnel; the impact of potential cybersecurity incidents on the Company’s business; existing and possible litigation and legal liability in the course of operations and the Company’s ability to resolve such litigation; changes in regulations affecting workers compensation, insurance and healthcare industries in general; governmental and public policy changes, including but not limited to legislative and administrative law and rule implementation or change; the impact of recently issued accounting standards on the Company’s consolidated financial statements; the availability of financing in the amounts, at the times, and on the terms necessary to support the Company’s future business; and the other risks identified in Part II, Item 1A of this Quarterly Report, under the heading “Risk Factors.”
Overview
The Company is an independent nationwide provider of medical cost containment and managed care services designed to address the escalating medical costs of workers’ compensation benefits, automobile insurance claims, and group health insurance benefits. The Company’s services are provided to insurance companies, TPAs, governmental entities, and self-administered employers to assist them in managing the medical costs and monitoring the quality of care associated with healthcare claims. In January 2026, the Bureau of Labor Statistics reported that the occupational injury count for 2024 was 2.34 million compared to 2.37 million in 2023, 2.34 million in 2022, 2.24 million in 2021, 2.11 million in 2020, and 2.69 million in 2019. While the injury count has steadily increased since 2019, it has not returned to pre-pandemic levels. Despite fewer claims to administrate from 2020 to 2024 as compared to 2019, the Company has been able to overcome the decrease with an increase in market share.
Patient Management Services
The Company offers a range of patient management services, which involve working one-on-one with injured employees and their various healthcare professionals, employers and insurance company adjusters. Patient management services include claims management and all services sold to claims management customers, case management, 24/7 nurse triage, utilization management, vocational rehabilitation, and life care planning. The services are designed to monitor the medical necessity and appropriateness of healthcare services provided to workers’ compensation and other healthcare claimants and to expedite return to work. The Company offers these services on a stand-alone basis, or as an integrated component of its medical cost containment services. Patient management services include the processing of claims for self-insured payors with respect to property and casualty insurance.
Network Solutions Services
The Company’s network solutions services are designed to reduce the price paid by its customers for medical services rendered in workers’ compensation cases, automobile insurance policies, and group health insurance policies. The network solutions services offered by the Company include automated medical fee auditing, preferred provider management and reimbursement services, retrospective utilization review, facility claim review, professional review, pharmacy services, directed care services, Medicare solutions, clearinghouse services, independent medical examinations, and inpatient medical bill review. Network solutions services also include revenue from the Company’s directed care network (known as CareIQ), including imaging, physical therapy, durable medical equipment, translation and transportation.
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Organizational Structure
The Company’s management is structured geographically. Regional vice presidents are responsible for all services and the operating results within their respective regions, which may span multiple states. These regional vice presidents oversee area and district managers who hold similar responsibilities within their respective areas and districts.
Business Enterprise Segments
The Company operates in one reportable operating segment: managed care. It generates its revenue through its patient management and network solutions services. Both services are available to customers throughout the United States. Accordingly, the Company’s internal financial reporting is segmented geographically and managed on a geographic rather than service line basis, with virtually all of its operating revenue generated within the United States.
Financial Accounting Standards Board (“FASB”) Accounting Standard Codification (“ASC”) 280-10, “Segment Reporting,” establishes standards for the way that public business enterprises report information about operating segments in annual and interim consolidated financial statements. Under FASB ASC 280-10, two or more operating segments may be aggregated into a single operating segment for financial reporting purposes if aggregation is consistent with the objective and basic principles of the accounting guidance, if the segments have similar economic characteristics, and if the segments are similar in each of the following areas: (i) the nature of products and services, (ii) the nature of the production processes, (iii) the type or class of customer for their products and services, and (iv) the methods used to distribute their products or provide their services. The Company believes its patient management and network solutions services meet these criteria because they each provide similar managed care services and products to the same customer base using comparable methods of production and distribution and because each of our regions have similar economic characteristics.
Seasonality
While we are not directly impacted by seasonal shifts, we are affected by the change in working days in a given quarter. There are generally fewer working days for our employees to generate revenue in the third fiscal quarter due to employee vacations, inclement weather, and holidays.
Recent Developments
During the quarter ended September 30, 2025, the Company acquired a privately held technology firm adding proprietary tools and intellectual property for our enhanced bill review process.
Effective July 1, 2026, Michael G. Combs, the Chief Executive Officer, President, and Chairman of the Board of Directors (the “Board”) of the Company transitioned from his role as Chief Executive Officer and President of the Company and has been appointed by the Board to serve as Executive Chair, effective as of the same date. In connection with the leadership transition, the Board appointed Sarah A. Scott to serve as Chief Executive Officer and President of the Company, effective July 1, 2026.
Summary of Quarterly Results
The Company’s revenues increased to $259.9 million in the quarter ended June 30, 2026, from $234.7 million in the quarter ended June 30, 2025, an increase of $25.2 million, or 11%. This increase resulted primarily from an increase in network solutions and patient management activity with existing customers.
Cost of revenues increased to $192.1 million in the quarter ended June 30, 2026, from $178.0 million in the quarter ended June 30, 2025, an increase of $14.2 million, or 8%. This increase was primarily due to the increase of 11% in revenue mentioned above.
General and administrative expense increased to $24.5 million in the quarter ended June 30, 2026, from $21.5 million in the quarter ended June 30, 2025, an increase of $3.0 million, or 14%. General and administrative expense in the quarter ended June 30, 2026 consisted of approximately 11% of revenues. The Company expects the proportion of general and administrative expense in future quarters to be between 9% and 11% of revenues.
Income tax provision increased to $11.1 million in the quarter ended June 30, 2026, from $8.0 million in the quarter ended June 30, 2025, an increase of $3.1 million, or 38%. Income before income tax provision increased to $43.3 million in the quarter ended June 30, 2026, from $35.3 million in the quarter ended June 30, 2025, an increase of $8.1 million, or 23%. The effective tax rate was 26% for the quarter ended June 30, 2026, compared to 23% for the quarter ended June 30, 2025.
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Diluted weighted average common and common equivalent shares decreased to 50.9 million shares for the quarter ended June 30, 2026 from 51.9 million shares for the quarter ended June 30, 2025, a decrease of 984,000 shares, or 1.9%, due to the weighted impact of shares repurchased partially offset by the weighted impact of options exercised.
Diluted earnings per share increased to $0.63 per share in the quarter ended June 30, 2026, from $0.52 per share in the quarter ended June 30, 2025, an increase of $0.11 per share, or 21%. The increase in diluted earnings per share was primarily due to an increase in net income.
Results of Operations for the three months ended June 30, 2026 and 2025
The Company generates revenues from providing patient management and network solutions services to payors of workers’ compensation benefits, automobile insurance claims, and group health insurance benefits.
The following table sets forth, for the periods indicated, the dollar amounts, dollar and percent changes, share changes, and the percentage of revenues represented by certain items reflected in the Company’s unaudited consolidated income statements for the three months ended June 30, 2026 and 2025. The Company’s past operating results are not necessarily indicative of future operating results.
Three Months Ended Percentage
June 30, 2026 June 30, 2025 Change Change
Revenue $ 259,925,000 $ 234,711,000 $ 25,214,000 10.7 %
Cost of revenues 192,131,000 177,950,000 14,181,000 8.0 %
Gross profit 67,794,000 56,761,000 11,033,000 19.4 %
Gross profit as percentage of revenue 26.1 % 24.2 %
General and administrative expenses 24,453,000 21,478,000 2,975,000 13.9 %
General and administrative as percentage of revenue 9.4 % 9.2 %
Income before income tax provision 43,341,000 35,283,000 8,058,000 22.8 %
Income before income tax provision as percentage of revenue 16.7 % 15.0 %
Income tax provision 11,116,000 8,048,000 3,068,000 38.1 %
Net income $ 32,225,000 $ 27,235,000 $ 4,990,000 18.3 %
Weighted average common and common equivalent shares
Basic 50,804,000 51,352,000 (548,000 ) (1.1 %)
Diluted 50,928,000 51,912,000 (984,000 ) (1.9 %)
Net income per common and common equivalent shares
Basic $ 0.63 $ 0.53 $ 0.10 18.9 %
Diluted $ 0.63 $ 0.52 $ 0.11 21.2 %
Revenues
Change in revenue for the three months ended June 30, 2026 from the three months ended June 30, 2025
Revenues increased to $259.9 million in the three months ended June 30, 2026, from $234.7 million in the three months ended June 30, 2025, an increase of $25.2 million, or 11%. Network solutions services revenues increased to $100.6 million from $87.9 million, an increase of $12.7 million, or 14%. The increase in revenue was primarily with existing customers in enhanced billed review services. Patient management services revenues increased to $159.3 million from $146.8 million, an increase of $12.5 million, or 9%. Total new claims increased by 8% during the June 30, 2026 quarter compared to the June 30, 2025 quarter.
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Cost of Revenues
Cost of revenues consists of direct expenses, which are expenses directly attributable to the generation of revenue, and indirect costs, which are costs incurred to support the operations in the field offices that generate the revenue. Direct expenses primarily include (i) case manager and bill review analysts’ salaries, along with related payroll taxes and fringe benefits, and (ii) expenses associated with independent medical examinations, prescription drugs, MRIs, physical therapy, and durable medical equipment providers. Most of the Company’s revenue is generated in offices that provide both patient management services and network solutions services. The remaining revenue is generated in the field. Approximately 32% of the costs incurred in the field are considered field indirect costs. The largest of the field indirect costs are (i) manager salaries and bonuses, (ii) account executive base pay and commissions, (iii) salaries of administrative and clerical support, field systems personnel and PPO network developers, along with related payroll taxes and fringe benefits, and (iv) office rent.
Change in cost of revenues for the three months ended June 30, 2026 from the three months ended June 30, 2025
Cost of revenues increased to $192.1 million in the three months ended June 30, 2026, from $178.0 million in the three months ended June 30, 2025, an increase of $14.2 million, or 8%. The increase in cost of revenues was primarily due to the increase in total revenues of 11%. Additionally, there was an increase in salaries of 9% resulting from increased average headcount of 5%. Headcount increased to help manage the increase in business volume from existing customers.
General and Administrative Expense
For the three months ended June 30, 2026, general and administrative expense consisted of approximately 44% of corporate systems costs, which include the corporate systems support, implementation and training, rules engine development, national IT strategy and planning, depreciation of hardware costs in the Company’s corporate offices and backup data center, the Company’s nationwide area network, and other systems related costs. All IT-related costs managed by the corporate office are recorded under general and administrative expense whereas the field IT-related costs are included in the cost of revenues. The remaining general and administrative expense consists of national marketing, national sales support, corporate legal, corporate insurance, human resources, accounting, product management, new business development, and other general corporate expenses.
Change in general and administrative expense for the three months ended June 30, 2026 from the three months ended June 30, 2025
General and administrative expense increased to $24.5 million in the three months ended June 30, 2026, from $21.5 million in the three months ended June 30, 2025, an increase of $3.0 million, or 14%. General and administrative expense in the quarter ended June 30, 2026, consisted of approximately 11% of revenues. The increase was due to an increase in corporate system costs due to an increase in spending on developed software. Additionally, there was an increase in marketing and insurance costs. The Company expects future quarters of general and administrative expense will remain at approximately 9% to 11% of revenues.
Income Tax Provision
Change in income tax provision for the three months ended June 30, 2026 from the three months ended June 30, 2025
Income tax provision increased to $11.1 million in the three months ended June 30, 2026, from $8.0 million in the three months ended June 30, 2025, an increase of $3.1 million, or 38%. Income before income tax provision increased to $43.3 million in the three months ended June 30, 2026 from $35.3 million in the same period in the prior year, an increase of $8.1 million, or 23%. The effective tax rate was 26% for the quarter ended June 30, 2026 and 23% for the quarter ended June 30, 2025. The increase in the effective tax rate was due to a decrease in stock option exercises.
Liquidity and Capital Resources
The Company has historically funded its operations and capital expenditures primarily from cash flow from operations, and to a lesser extent, proceeds from stock option exercises. Working capital increased to $244.7 million as of June 30, 2026 from $234.2 million as of March 31, 2026, an increase of $10.5 million. Cash and cash equivalents increased to $255.9 million as of June 30, 2026 from $233.1 million as of March 31, 2026, an increase of $22.8 million. This was primarily due to the increase in net income.
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The Company is not currently party to off-balance sheet arrangements as defined by SEC rules. However, from time to time the Company enters into certain types of contracts that contingently require the Company to indemnify parties against third-party claims. The contracts primarily relate to: (i) certain contracts to perform services, under which the Company may provide customary indemnification for the purchases of such services, (ii) certain real estate leases, under which the Company may be required to indemnify property owners for environmental and other liabilities, and other claims arising from the Company’s use of the applicable premises, and (iii) certain agreements with the Company’s officers, directors and employees, under which the Company may be required to indemnify such persons for liabilities arising out of certain actions taken by such persons, acting in their respective capacities within the Company. The terms of such customary obligations vary by contract and in most instances a specific or maximum dollar amount is not explicitly stated therein. Generally, amounts under these contracts cannot be reasonably estimated until a specific claim is asserted. Consequently, no material liabilities have been recorded for these obligations on the Company’s balance sheets for any of the periods presented.
As of June 30, 2026, the Company had $255.9 million in cash and cash equivalents, invested primarily in short-term, interest-bearing, highly liquid investment grade securities with maturities of 90 days or less.
The Company believes its cash and cash equivalents, cash generated from ongoing operations and funds received from exercises of employee stock options will be sufficient to satisfy its cash requirements for the next 12 months and beyond, including its existing obligations, repurchase shares of the Company’s common stock under its current stock repurchase program, introduce new services, and continue to develop the Company’s healthcare related services for at least the next 12 months. Should the Company experience lower income or cash flows, repurchases under the stock repurchase program may be reduced or eliminated until earnings and cash flow return to comfortable levels. The Company regularly evaluates its cash requirements for current operations, commitments, capital acquisitions, and other strategic transactions. The Company may elect to raise additional funds for these purposes, through debt or equity financings or otherwise, as appropriate. However, additional equity or debt financing may not be available, with terms favorable to the Company, or at all, when needed.
Inflation
The Company faces pricing pressures due to the competitive pricing of its competitors. The Company is also impacted by rising costs for certain inflation-sensitive operating expenses such as labor, employee benefits, and facility leases. The Company believes inflation could have a material impact to pricing and operating expenses in future periods due to the state of the economy and current inflation rates.
Operating Activities
Three months ended June 30, 2026 compared to three months ended June 30, 2025
Net cash provided by operating activities decreased to $49.9 million in the three months ended June 30, 2026, from $55.0 million in the three months ended June 30, 2025, a decrease of $5.1 million. The decrease in cash flow from operating activities was primarily due to the increase in accounts receivable due to a 11% increase in revenues.
Investing Activities
Three months ended June 30, 2026 compared to three months ended June 30, 2025
Net cash flow used in investing activities decreased to $6.8 million in the three months ended June 30, 2026, from $15.5 million in the three months ended June 30, 2025, a decrease of $8.6 million. In the prior year, the Company increased its spending primarily on purchase of software licenses under the finance agreement.
Financing Activities
Three months ended June 30, 2026 compared to three months ended June 30, 2025
Net cash flow used in financing activities increased to $20.3 million for the three months ended June 30, 2026, from $8.1 million for the three months ended June 30, 2025, an increase of $12.2 million. The increase in net cash used in financing activities was primarily due to an increase in spending on share repurchases to $22.0 million for the three months ended June 30, 2026 from $9.6 million for the three months ended June 30, 2025. This was slightly offset due to stock option exercises increasing to $1.7 million for the three months ended June 30, 2026 from $1.5 million for the three months ended June 30, 2025. The Company has historically used cash provided by operating activities and from the exercise of stock options to repurchase stock. The Company expects that it may use a portion of its cash balance to repurchase additional shares of its common stock under its stock repurchase program in the future; however, there can be no assurance that any further stock repurchases will be made.
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Critical Accounting Policies and Estimates
Our consolidated financial statements are prepared in accordance with accounting principles generally accepted in the United States of America. In connection with the preparation of our consolidated financial statements, we are required to make certain assumptions and estimates that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates.
The Company’s significant accounting policies and estimates which have the greatest potential impact on its consolidated financial statements are more fully described in the “Management’s Discussion and Analysis of Financial Condition and Results of Operations” section of its Annual Report on Form 10-K for the fiscal year ended March 31, 2026 (the “Annual Report”), filed with the SEC on May 22, 2026. There have been no material changes to the critical accounting policies and estimates disclosed in that certain Annual Report. In many cases, the accounting treatment of a particular transaction is specifically dictated by accounting principles generally accepted in the United States of America (“GAAP”), with no need for management’s judgment in their application. There are also areas in which management’s judgment in selecting an available alternative would not produce a materially different result. Actual results could differ from the estimates we use in applying our critical accounting policies. We are not currently aware of any reasonably likely events or circumstances that would result in materially different amounts being reported.
Recent Accounting Standards Update
See Note 1 – Summary of Significant Accounting Policies to the accompanying unaudited consolidated financial statements contained in this report for information about recently issued and adopted accounting pronouncements.
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