<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarter ended June 30, 1996
or
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For this transition period from to
-------------- --------------
Commission file number O-19291
-------
CORVEL CORPORATION
------------------
(Exact name of registrant as specified in its charter)
Delaware 33-0282651
- --------------------------------- -------------------
(State or other jurisdiction (IRS Employer
of incorporation or organization) Identification No.)
1920 Main Street, Suite 1090
Irvine, CA 92614
- --------------------------------------- ----------
(Address of principal executive office) (zip code)
Registrant's telephone number, including code: (714) 851-1473
--------------
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 X NO
----- -----
The number of shares outstanding of the registrant's Common Stock, $0.0001 Par
Value, as of June 30, 1996 was 4,650,279 shares.
<PAGE> 2
CORVEL CORPORATION
TABLE OF CONTENTS
PART I - FINANCIAL INFORMATION
Item 1 Financial Statements
Consolidated Balance Sheets - March 31, 1996 (audited) and June 30,
1996 (unaudited)- Page 3 of 12
Consolidated Statements of Income -- Three months ended June 30, 1995
and 1996 (both unaudited) - Page 4 of 12
Consolidated Statements of Cash Flows -- Three months ended June 30,
1995 and 1996 (both unaudited) - Page 5 of 12
Notes to Consolidated Financial Statements (unaudited) -- June 30,
1996 - Page 6 of 12
Item 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations - Pages 7 through 10 of 12
PART II. OTHER INFORMATION
Item 1. Legal Proceedings - Page 11 of 12
Item 2. Changes in Securities - Page 11 of 12
Item 3. Defaults upon Senior Securities - Page 11 of 12
Item 4. Submission of Matters to a Vote of Security Holders - Pages 11 of 12
Item 5. Other Information - Page 11 of 12
Item 6. Exhibits and Reports on Form 8-K - page 11 of 12
Page 2 of 12
<PAGE> 3
Part I - Financial Information
Item 1. Financial Statements
CORVEL CORPORATION
CONSOLIDATED BALANCE SHEETS
AS OF MARCH 31, 1996 AND JUNE 30, 1996
<TABLE>
<CAPTION>
March 31, 1996 June 30, 1996
-------------- -------------
(audited) (unaudited)
<S> <C> <C>
ASSETS
Current Assets
Cash and cash equivalents $17,113,000 $17,640,000
Accounts receivable, net 18,394,000 19,904,000
Prepaid taxes and expenses 545,000 179,000
Deferred income taxes 2,032,000 1,850,000
----------- -----------
Total current assets 38,084,000 39,573,000
----------- -----------
Property and Equipment, Net 11,468,000 11,903,000
Other Assets 4,432,000 5,564,000
----------- -----------
TOTAL ASSETS $53,984,000 $57,040,000
=========== ===========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities
Accounts payable $ 3,057,000 $ 2,995,000
Accrued liabilities 4,246,000 4,299,000
----------- -----------
Total current liabilities 7,303,000 7,294,000
----------- -----------
Deferred income taxes 1,370,000 1,718,000
Stockholders' Equity
Common stock - -
Paid-in-capital 26,401,000 27,076,000
Retained earnings 18,910,000 20,952,000
----------- -----------
Total stockholders' equity 45,311,000 48,028,000
----------- -----------
TOTAL LIABILITIES AND EQUITY $53,984,000 $57,040,000
=========== ===========
</TABLE>
See accompanying notes to consolidated financial statements.
Page 3 of 12
<PAGE> 4
CORVEL CORPORATION
INCOME STATEMENT
FISCAL YEAR ENDING FISCAL MARCH 31, 1997
FIRST QUARTER ENDING JUNE 30, 1996
<TABLE>
<CAPTION>
Three months ending June 30,
----------------------------------
1995 1996
----------- -----------
<S> <C> <C>
REVENUES $26,779,000 $29,851,000
Cost of Revenues 21,923,000 24,461,000
----------- -----------
Gross profit 4,856,000 5,390,000
General and administrative expenses 2,067,000 2,096,000
----------- -----------
Income before income taxes 2,789,000 3,294,000
Income tax provision 1,088,000 1,252,000
----------- -----------
NET INCOME $ 1,701,000 $ 2,042,000
=========== ===========
Net income per common and common equivalent share $ .37 $ .43
=========== ===========
Weighted average common and common equivalent shares 4,592,000 4,759,000
</TABLE>
See accompanying notes to consolidated financial statements.
Page 4 of 12
<PAGE> 5
CORVEL CORPORATION
CONSOLIDATED STATEMENTS OF CASH FLOWS
THREE MONTHS ENDED JUNE 30, 1995, AND 1996
<TABLE>
<CAPTION>
Three months ended June 30,
---------------------------
1995 1996
----------- -----------
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES
NET INCOME $ 1,701,000 $ 2,042,000
Adjustments to reconcile net income to net cash
provided by (used in) operating activities:
Depreciation and amortization 681,000 982,000
Changes in operating assets and liabilities
Accounts receivable 320,000 (1,510,000)
Prepaid taxes and expenses (653,000) 366,000
Accounts payable 206,000 (62,000)
Accrued liabilities 184,000 53,000
Income taxes payable (702,000) 530,000
Other assets 357,000 222,000
----------- -----------
Net cash provided by operating activities 2,094,000 2,623,000
----------- -----------
CASH FLOWS FROM INVESTING ACTIVITIES
Net assets purchased in acquisition (1,375,000)
Additions to property and equipment (1,151,000) (1,396,000)
----------- -----------
Net cash used in investing activities (1,151,000) (2,771,000)
----------- -----------
CASH FLOWS FROM FINANCING ACTIVITIES
Sale of common stock and exercise of stock
options and related tax benefits 233,000 675,000
----------- -----------
Net cash provided by financing activities 233,000 675,000
----------- -----------
INCREASE (DECREASE) IN CASH: 1,176,000 527,000
Cash and cash equivalents at beginning 13,211,000 17,113,000
----------- -----------
Cash and cash equivalents at end $14,387,000 $17,640,000
=========== ===========
</TABLE>
See accompanying notes to consolidated financial statements.
Page 5 of 12
<PAGE> 6
CORVEL CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 1996 (UNAUDITED)
A. Basis of Presentation
The accompanying unaudited consolidated financial statements have been
prepared in accordance with generally accepted accounting principles for
interim financial information and the instructions to Form 10-Q and Article
10 of Regulation S-X. Accordingly, they do not include all information and
footnotes required by generally accepted accounting principles for complete
financial statements. In the opinion of management, all adjustments
(consisting of normal recurring accruals) considered necessary for a fair
presentation have been included. Operating results for the three months
ended June 30, 1996 are not necessarily indicative of the results that may
be expected for the year ended March 31, 1997. For further information,
refer to the consolidated financial statements and footnotes thereto for
the year ended March 31, 1996 included in the Company's registration
statement on Form 10-K.
B. Earnings per Share
Earnings per common and common equivalent shares were computed by dividing
net income by the weighted average number of shares of common stock and
common stock equivalents outstanding during the quarter. For calculation
of the common and common equivalent shares, see Exhibit 11 included herein.
Page 6 of 12
<PAGE> 7
Item 2. Management's Discussion and Analysis of Financial Condition and Results
of Operations
RESULTS OF OPERATIONS
The following table contains certain financial data as a percentage of
revenues:
<TABLE>
<CAPTION>
Three months ended June 30: 1995 1996
--------------------------- ---- ----
<S> <C> <C>
Revenues 100.0% 100.0%
Cost of services 81.9 81.9
----- -----
Gross profit 18.1 18.1
----- -----
General and administrative 7.7 7.0
----- -----
Income from operations 10.4 11.1
----- -----
Income tax provision 4.1 4.2
----- -----
NET INCOME 6.3% 6.9%
===== =====
</TABLE>
Revenues for the three months ended June 30, 1996 increased by $3.1 million to
$29.9 million, an increase of 11% over the $26.8 million revenue for the
comparable period in the prior fiscal year. The increase in revenues is
primarily attributable to a 14% increase in provider program revenue along with
a 9% increase in patient management revenues. The growth in the Company's
revenue was lower than experienced by the Company in previous years. This
slower growth rate in the current quarter was partially attributable to the
reduction in the growth rate of healthcare expenditures on a national level
which helped contribute to a reduction in the growth of the amount of claims
processed by the Company.
Cost of revenues for the three months ended June 30, 1996 remained unchanged at
81.9% for both the three months ended June 30, 1995 and three months ended June
30, 1996. The gross profit margin increased due to an increase in the Company's
PPO revenues, offset by pricing pressures in portions of the MedCheck business.
General and administrative expenses as a percentage of revenues declined from
7.7% for the quarter ending June 30, 1995, to 7.0% for the quarter ending June
30, 1996. This decrease is primarily due to a nominal increase in actual general
and administrative expenses (1%) as compared to an 11% increase in revenue for
the same period. General and administrative expenses were $2.07 million for the
three months ended June 30, 1995, and $2.1 million for the three months ended
June 30, 1996.
LIQUIDITY AND CAPITAL RESOURCES
The Company has funded its operations and capital expenditures primarily from
the proceeds of its initial public offering in June, 1991, and cash flow from
operations. During the quarter ending June 30, 1996, net working capital
increased by $1.4 million, from $30.8 million at March 31, 1996 to $32.2 million
at June 30, 1996. As of June 30, 1996, the Company had $17.6 million in cash,
primarily in short-term highly- liquid investments with maturities of 90 days or
less.
The Company has historically required substantial capital to fund the growth of
its operations, particularly working capital to fund the growth in accounts
receivable. The Company believes, however, that the cash balance at June 30,
1996 along with anticipated internally generated funds will be sufficient to
meet the Company's expected cash requirements for at least the next twelve
months.
Page 7 of 12
<PAGE> 8
CAUTIONARY STATEMENT REGARDING RISK FACTORS
Certain statements contained in the Company's Annual Report on Form
10-K, Quarterly Report on Form 10-Q for the quarter ending June 30, 1996, as
well as the Company's Annual Report for the year ending March 31, 1996, such as
statements concerning the development of new services, possible legislative
changes, and other statements contained herein regarding matters that are not
historical facts, are forward-looking statements (as such term is defined in
the Securities Act of 1933, as amended). Because such statements involve risks
and uncertainties, actual results may differ materially from those expressed or
implied by such forward-looking statements.
Past financial performance is not necessarily a reliable indicator of
future performance, and investors should not use historical performance to
anticipate results or future period trends. Factors that could cause actual
results to differ materially include, but are not limited to, those discussed
below. In addition, reference is made to the Company's most recent annual
report for the fiscal year ending March 31, 1996.
POTENTIAL ADVERSE IMPACT OF GOVERNMENT REGULATION. Many states,
including a number of those in which the Company transacts business, have
licensing and other regulatory requirements applicable to the Company's
business. Approximately half of the states have enacted laws that require
licensing of businesses which provide medical review services, such as the
Company. 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. These regulatory programs may result in
increased costs of operation for the Company, which may have an adverse impact
upon the Company's ability to compete with other available alternatives for
health care cost control. In addition, new laws regulating the operation of
managed care provider networks have been adopted by a number of states. These
laws may apply to managed care provider networks having contracts with the
Company or to provider networks which the Company may organize. To the extent
the Company is governed by these regulations, it may be subject to additional
licensing requirements, financial oversight and procedural standards for
beneficiaries and providers.
Regulation in the health care and workers' compensation fields is
constantly evolving. The Company is unable to predict what additional
government regulations, if any, affecting its business may be promulgated in
the future. The Company's business may be adversely affected by failure to
comply with existing laws and regulations, failure to obtain necessary licenses
and government approvals or failure to adapt to new or modified regulatory
requirements. Proposals for health care legislative reforms are regularly
considered at the federal and state levels. To the extent that such proposals
affect workers' compensation, such proposals may adversely affect the Company's
business and results of operations. In addition, changes in workers'
compensation laws or regulations may impact demand for the Company's services,
require the Company to develop new or modified services to meet the demands of
the marketplace or modify the fees that the Company may charge for its
services. One of the proposals which has been considered is 24-hour health
coverage, in which the coverage of traditional employer-sponsored health plans
is combined with workers' compensation coverage to provide a single insurance
plan for work-related and non-work-related health problems. Incorporating
workers' compensation coverage into conventional health plans may adversely
affect the market for the Company's services.
POSSIBLE LITIGATION AND LEGAL LIABILITY. The Company, through its
utilization management services, makes recommendations concerning the
appropriateness of providers' medical treatment plans of patients throughout
the country, and it could share in potential liabilities for adverse medical
consequences. The Company does not grant or deny claims for payment of
benefits and the Company does not believe that it engages in the practice of
medicine or the delivery of medical services. There can be no assurance,
however, that the Company will not be subject to claims or litigation related
to the grant or denial of claims for payment of benefits or allegations that
the Company engages in the practice of medicine or the delivery of medical
services.
In addition, there can be no assurance that the Company will not be
subject to other litigation that may adversely affect the Company's business or
results of operations. The Company maintains professional liability insurance
and such other coverages as the Company believes are reasonable in light of the
Company's experience to date. There can be no assurance, however, that such
insurance will be sufficient or available in the future at reasonable cost to
protect the Company from liability which might adversely affect the Company's
business or results of operations.
Page 8 of 12
<PAGE> 9
COMPETITION. The Company faces competition from large
insurers, health maintenance organizations ("HMOs"), preferred provider
organizations ("PPOs"), third party administrators and other managed health
care companies. The Company believes that, as managed care techniques continue
to gain acceptance in the workers' compensation marketplace, CorVel's
competitors will increasingly consist of nationally focused workers'
compensation managed care service companies, insurance companies, HMOs and
other significant providers of managed care products. Legislative reforms in
some states permit employers to designate health plans such as HMOs and PPOs to
cover workers' compensation claimants. Because many health plans have the
ability to manage medical costs for workers' compensation claimants, such
legislation may intensify competition in the market served by the Company.
Many of the Company's current and potential competitors are significantly
larger and have greater financial and marketing resources than those of the
Company, and there can be no assurance that the Company will continue to
maintain its existing performance or be successful with any new products or in
any new geographical markets it may enter.
CHANGES IN MARKET DYNAMICS. Legislative reforms in some
states permit employers to designate health plans such as HMOs and PPOs to
cover workers' compensation claimants. Because many health plans have the
capacity to manage health care for workers' compensation claimants, such
legislation may intensify competition in the market served by the Company.
Within the past few years, several states have experienced decreases in the
number of workers' compensation claims and the average cost per claim which
have been reflected in workers' compensation insurance premium rate reductions
in those states. The Company believes that declines in workers' compensation
costs in these states are due principally to intensified efforts by payors to
manage and control claim costs, to improved risk management by employers and to
legislative reforms. If declines in workers' compensation costs occur in many
states and persist over the long-term, they may have an adverse impact on the
Company's business and results of operations.
DEPENDENCE UPON KEY PERSONNEL. The Company is dependent to a
substantial extent upon the continuing efforts and abilities of certain key
management personnel including its Chief Executive Officer, V. Gordon Clemons.
In addition, the Company faces competition for experienced employees with
professional expertise in the workers' compensation managed care area. The
loss of, or the inability to attract, qualified employees could have a material
adverse effect on the Company's business and results of operations.
RISKS RELATED TO GROWTH STRATEGY. The Company's strategy is
to continue its internal growth and, as strategic opportunities arise in the
workers' compensation managed care industry, to consider acquisitions of, or
relationships with, other companies in related lines of business. As a result,
the Company is subject to certain growth-related risks, including the risk that
it will be unable to retain personnel or acquire other resources necessary to
service such growth adequately. Expenses arising from the Company's efforts to
increase its market penetration may have a negative impact on operating
results. In addition, there can be no assurance that any suitable
opportunities for strategic acquisitions or relationships will arise or, if
they do arise, that the transactions contemplated thereby could be completed.
If such a transaction does occur, there can no assurance that the Company will
be able to integrate effectively any acquired business into the Company. In
addition, any such transaction would be subject to various risks associated
with the acquisition of businesses, including the financial impact of expenses
associated with the integration of businesses.
There can be no assurance that any future acquisition or other
strategic relationship will not have an adverse impact on the Company's
business or results of operations. If suitable opportunities arise, the
Company anticipates that it would finance such transactions, as well as its
internal growth, through working capital or, in certain instances, through debt
or equity financing. There can be no assurance, however, that such debt or
equity financing would be available to the Company on acceptable terms when,
and if, suitable strategic opportunities arise.
During the past fiscal year, the Company has made efforts to increase
its presence and revenue in the group health market with moderate success.
Managed care in this market is more mature than managed care in workers'
compensation and has numerous large competitors, primarily health maintenance
organizations. The Company has limited experience in the group health market.
There is no assurance that the Company will be successful in this market.
Page 9 of 12
<PAGE> 10
The Company expects that a considerable amount of its future growth
will depend on its ability to process and manage claims data more efficiently
and to provide more meaningful healthcare information to customers and payors
of healthcare. There is no assurance that the Company will be able to develop,
license or otherwise acquire software to address these market demands as well
or as timely as its competitors
POSSIBLE VOLATILITY OF STOCK PRICE. The market price of the Company's
Common Stock following this offering may be highly volatile. Factors such as
variations in the Company's revenues, earnings and cash flow, general market
trends in the workers' compensation managed care market, and announcements of
innovations by the Company or its competitors could cause the market price of
the Common Stock to fluctuate substantially. Specifically, the quarter to
quarter percentage growth in operating results for the Company's four most
recently completed fiscal quarters was lower than the growth rates historically
experienced by the Company. The Company's slower growth rate in those quarters
was partially attributable to a reduction in the growth rate of health care
expenditures nationally, contributing to a reduction in the growth of claims
processed by the Company. There can be no assurance that the Company's growth
rate in the future, if any, will be at or near historical levels.
In addition, the stock market has in the past experienced price and
volume fluctuations that have particularly affected companies in the health
care and managed care markets resulting in changes in the market price of the
stock of many companies which may not have been directly related to the
operating performance of those companies.
Page 10 of 12
<PAGE> 11
PART II - OTHER INFORMATION
ITEM 1 - LEGAL PROCEEDINGS - The Company is involved in litigation arising in
the normal course of business. The Company believes that resolution of
these matters will not result in any payment that, in the aggregate,
would be material to the financial position or financial operations of
the Company.
ITEM 2 - CHANGES IN SECURITIES - None.
ITEM 3 - DEFAULTS UPON SENIOR SECURITIES - None.
ITEM 4 - SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS - None.
ITEM 5 - OTHER INFORMATION - None.
ITEM 6 - EXHIBITS AND REPORTS ON FORM 8-K - None.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Company has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
CORVEL CORPORATION
By: /s/ V. GORDON CLEMONS
------------------------------
V. Gordon Clemons, Chairman of
the Board, Chief Executive
Officer, and President
By: /s/ RICHARD J. SCHWEPPE
------------------------------
Richard J. Schweppe,
Chief Financial Officer
August 13, 1996
Page 11 of 12
<PAGE> 1
EXHIBIT 11
CORVEL CORPORATION
COMPUTATION OF PER SHARE EARNINGS
Shares used in per share calculations were determined as follows:
<TABLE>
<CAPTION>
Three months ended June 30,
---------------------------
1995 1996
---------- ----------
<S> <C> <C>
Weighted average common shares outstanding 4,286,000 4,625,000
Net effect of dilutive common stock options 306,000 134,000
---------- ----------
Total common and common equivalent shares 4,592,000 4,759,000
========== ==========
Net Income $1,701,000 $2,042,000
========== ==========
Earnings per common and common equivalent share $.37 $.43
========== ==========
</TABLE>
Page 12 of 12
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> MAR-31-1997
<PERIOD-START> APR-01-1996
<PERIOD-END> JUN-30-1996
<CASH> 17,640,000
<SECURITIES> 0
<RECEIVABLES> 21,172,000
<ALLOWANCES> 1,268,000
<INVENTORY> 0
<CURRENT-ASSETS> 39,573,000
<PP&E> 21,685,000
<DEPRECIATION> 9,782,000
<TOTAL-ASSETS> 57,040,000
<CURRENT-LIABILITIES> 7,294,000
<BONDS> 0
0
0
<COMMON> 27,076,000
<OTHER-SE> 20,952,000
<TOTAL-LIABILITY-AND-EQUITY> 48,024,000,000
<SALES> 0
<TOTAL-REVENUES> 29,851,000
<CGS> 0
<TOTAL-COSTS> 26,557,000
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> 3,294,000
<INCOME-TAX> 1,252,000
<INCOME-CONTINUING> 2,042,000
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 2,042,000
<EPS-PRIMARY> .43
<EPS-DILUTED> .43
</TABLE>
