CORVEL CORP
10-Q, 1996-11-12
INSURANCE AGENTS, BROKERS & SERVICE
Previous: RIDDELL SPORTS INC, 10-Q, 1996-11-12
Next: SEABOARD AUTOMOTIVE INC /DE/, NT 10-Q, 1996-11-12



<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 September 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 Identification No.)
of incorporation or organization)



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 September 30, 1996 was 4,688,076 shares.


<PAGE>   2
                               CORVEL CORPORATION

                                TABLE OF CONTENTS



PART I - FINANCIAL INFORMATION

Item 1   Financial Statements

Consolidated Balance Sheets - March 31, 1996 (audited) and September 30, 1996
(unaudited)- Page 3 of 14

Consolidated Statements of Income -- Three months ended September 30, 1995 and
1996 (both unaudited) - Page 4 of 14

Consolidated Statements of Income -- Six months ended September 30, 1995 and
1996 (both unaudited) - Page 5 of 14

Consolidated Statements of Cash Flows -- Six months ended September 30, 1995 and
1996 (both unaudited) - Page 6 of 14

Notes to Consolidated Financial Statements (unaudited) -- September 30, 1996 -
Page 7 of 14

Item 2. Management's Discussion and Analysis of Financial Condition and Results
of Operations - Pages 8 through 11 of 14


PART II.  OTHER INFORMATION

Item 1.   Legal Proceedings - Page 12 of 14

Item 2.  Changes in Securities - Page 12 of 14

Item 3.  Defaults upon Senior Securities - Page 12 of 14

Item 4.  Submission of Matters to a Vote of Security Holders - Pages 12 of 14

Item 5.  Other Information - Page 12 of 14

Item 6.  Exhibits and Reports on Form 8-K - page 12 of 14


                                  Page 2 of 14


<PAGE>   3
Part I - Financial Information
Item 1. Financial Statements

CORVEL CORPORATION
CONSOLIDATED BALANCE SHEETS

AS OF MARCH 31, 1996 AND SEPTEMBER 30, 1996


<TABLE>
<CAPTION>
                                         March 31, 1996  September 30, 1996
                                         --------------  ------------------
                                            (audited)        (unaudited)
ASSETS
Current Assets
<S>                                        <C>               <C>        
Cash and cash equivalents                  $17,113,000       $22,122,000
Accounts receivable, net                    18,394,000        20,264,000
Prepaid taxes and expenses                     545,000           162,000
Deferred income taxes                        2,032,000         1,750,000
                                           -----------       -----------
     Total current assets                   38,084,000        44,298,000
                                           -----------       -----------

Property and Equipment, Net                 11,468,000        12,015,000

Other Assets                                 4,432,000         5,696,000
                                           -----------       -----------

          TOTAL ASSETS                     $53,984,000       $62,009,000
                                           ===========       ===========


LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities
Accounts payable                           $ 3,057,000       $ 3,596,000
Accrued liabilities                          4,246,000         4,899,000
                                           -----------       -----------
     Total current liabilities               7,303,000         8,495,000
                                           -----------       -----------

Deferred income taxes                        1,370,000         2,880,000

Stockholders' Equity
Common stock                                        --                --
Paid-in-capital                             26,401,000        27,590,000
Retained earnings                           18,910,000        23,044,000
                                           -----------       -----------
     Total stockholders' equity             45,311,000        50,634,000
                                           -----------       -----------

        TOTAL LIABILITIES AND EQUITY       $53,984,000       $62,009,000
                                           ===========       ===========
</TABLE>


See accompanying notes to consolidated financial statements.


                                  Page 3 of 14



<PAGE>   4
CORVEL CORPORATION
INCOME STATEMENT

FISCAL YEAR ENDING FISCAL MARCH  31, 1997
SECOND QUARTER ENDING  SEPTEMBER 30, 1996


<TABLE>
<CAPTION>
                                                          Three months ending September 30,
                                                          ---------------------------------
                                                              1995               1996
                                                              ----               ----

<S>                                                        <C>               <C>        
REVENUES                                                   $26,863,000       $29,719,000

Cost of revenues                                            21,874,000        24,231,000
                                                           -----------       -----------

Gross profit                                                 4,989,000         5,488,000

General and administrative expenses                          2,008,000         2,114,000
                                                           -----------       -----------

Income before income taxes                                   2,981,000         3,374,000

Income tax provision                                         1,163,000         1,282,000
                                                           -----------       -----------

NET INCOME                                                 $ 1,818,000       $ 2,092,000
                                                           ===========       ===========

Net income per common and common equivalent share          $       .39       $       .44
                                                           ===========       ===========

Weighted average common and common equivalent shares         4,661,000         4,760,000
</TABLE>


See accompanying notes to consolidated financial statements.


                                  Page 4 of 14


<PAGE>   5
CORVEL CORPORATION
INCOME STATEMENT

FISCAL YEAR ENDING FISCAL MARCH  31, 1997
SIX MONTHS ENDING  SEPTEMBER 30, 1996

<TABLE>
<CAPTION>
                                                           Six months ending September 30,
                                                           -------------------------------
                                                              1995               1996
                                                              ----               ----
<S>                                                        <C>               <C>        
REVENUES                                                   $53,642,000       $59,570,000

Cost of revenues                                            43,797,000        48,692,000
                                                           -----------       -----------

Gross profit                                                 9,845,000        10,878,000

General and administrative expenses                          4,075,000         4,210,000
                                                           -----------       -----------

Income before income taxes                                   5,770,000         6,668,000

Income tax provision                                         2,251,000         2,534,000
                                                           -----------       -----------

NET INCOME                                                 $ 3,519,000       $ 4.134,000
                                                           ===========       ===========

Net income per common and common equivalent share          $       .76       $       .87
                                                           ===========       ===========

Weighted average common and common equivalent shares         4,627,000         4,760,000
</TABLE>


See accompanying notes to consolidated financial statements.


                                  Page 5 of 14


<PAGE>   6
CORVEL CORPORATION
CONSOLIDATED STATEMENTS OF CASH FLOWS
SIX MONTHS ENDED SEPTEMBER 30, 1995, AND 1996


<TABLE>
<CAPTION>
                                                           Six months ended September 30,
                                                           ------------------------------
                                                              1995               1996
                                                              ----               ----
<S>                                                     <C>                 <C>         
CASH FLOWS FROM OPERATING ACTIVITIES
NET INCOME                                              $  3,519,000        $  4,134,000

Adjustments to reconcile net income to net cash
provided by (used in) operating activities:

Depreciation and amortization                              1,362,000           1,987,000

Changes in operating assets and liabilities
Accounts receivable                                       (3,188,000)         (1,870,000)
Prepaid taxes and expenses                                    30,000             383,000
Accounts payable                                             375,000             539,000
Accrued liabilities                                          677,000             653,000
Income taxes payable                                        (131,000)          1,792,000
Other assets                                                 437,000              46,000
                                                        ------------        ------------

Net cash provided by  operating activities                 3,081,000           7,664,000
                                                        ------------        ------------

CASH FLOWS FROM INVESTING ACTIVITIES                                          (1,375,000)
Net assets purchased in acquisition                       (2,241,000)         (2,469,000)
                                                        ------------        ------------
Additions to property and equipment                       (2,241,000)         (3,844,000)
                                                        ------------        ------------
Net cash used in investing activities                    


CASH FLOWS FROM FINANCING ACTIVITIES
Sale of common and exercise of stock options and
related tax benefits                                       1,146,000           1,189,000
                                                        ------------        ------------
Net cash provided by financing activities                  1,146,000           1,189,000
                                                        ------------        ------------

INCREASE (DECREASE) IN CASH:
Cash and cash equivalents at beginning                     1,986,000           5,009,000
                                                          13,211,000          17,113,000
                                                        ------------        ------------
Cash and cash equivalents at end                        $ 15,197,000          22,122,000
                                                        ============        ============
</TABLE>

                                                                      
See accompanying notes to consolidated financial statements.


                                  Page 6 of 14


<PAGE>   7
                               CORVEL CORPORATION
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                         SEPTEMBER 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 September 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 7 of 14



<PAGE>   8
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 September 30           1995          1996
- -------------------------------          ------        ------
<S>                                      <C>           <C>   
Revenues                                 100.0%        100.0%
Cost of services                          81.4          81.6
                                         -----         ----- 
Gross profit                              18.6          18.4
                                         -----         ----- 

General and administrative                 7.5           7.1
                                         -----         ----- 
Income from operations                    11.1          11.3
                                         -----         ----- 

Income tax provision                       4.3           4.3
                                         -----         ----- 
NET INCOME                                 6.8%          7.0%
                                         =====         ===== 

<CAPTION>
Six months ended September 30             1995          1996
- -------------------------------          ------        ------
<S>                                     <C>           <C>
Revenues                                 100.0%        100.0%
Cost of services                          81.6          81.7
                                         -----         ----- 
Gross profit                              18.4          18.3
                                         -----         ----- 

General and administrative                 7.6           7.1
                                         -----         ----- 
Income from operations                    10.8          11.2
                                         -----         ----- 

Income tax provision                       4.2           4.3
                                         -----         ----- 
NET INCOME                                 6.6%          6.9%
                                         =====         ===== 
</TABLE>

         Revenues for the three months ended September increased by $2.8 million
to $29.7 million, an increase of 11% over the $26.9 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 (primarily
fee schedule auditing and PPO revenue) along with a 8% increase in patient
management revenues (primarily medical case management and vocational
rehabilitation). Revenues for the six months ended September increased by $6.0
million to $59.6 million, an increase of 11% over the $53.6 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 and
cases managed by the Company.

         Cost of revenues remained relatively unchanged at 81.4% and 81.6% for
the three months ended September 30, 1995 and 1996, respectively. Cost of
revenues also remained relatively unchanged at 81.6% and 81.7% for the six
months ended June 30, 1995 and 1996, respectively. Additional growth in PPO
revenues (which generally carries a higher gross profit margin) offset pricing
pressure in the patient management portion of the business.


                                  Page 8 of 14


<PAGE>   9
         General and administrative expenses as a percentage of revenues
declined from 7.5% for the quarter ending September 30, 1995, to 7.1% for the
quarter ending September 30, 1996. This decrease is primarily due to a nominal
increase in actual general and administrative expenses (3%) as compared to an
11% increase in revenue for the same period. General and administrative expenses
as a percentage of revenues declined from 7.6% for the six months ending
September 30, 1995, to 7.1% for the six months ending September 30, 1996 for the
reasons noted above.

         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 six months ending September 30, 1996, net
working capital increased by $5.0 million, from $30.8 million at March 31, 1996
to $35.8 million at September 30, 1996. As of September 30, 1996, the Company
had $22.1 million in cash, primarily in short-term highly-liquid investments
with maturities of 90 days or less. In August 1996, the Company's Board of
Directors authorized the repurchase of up to 100,000 shares of the Company's
common stock.

         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
September 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.


         CAUTIONARY STATEMENT REGARDING RISK FACTORS

         Certain statements contained in the Company's Annual Report on Form
10-K for the year ended March 31, 1996, Quarterly Report on Form 10-Q for the
quarter ending September 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. 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.


                                  Page 9 of 14


<PAGE>   10
         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.

         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.


                                  Page 10 of 14


<PAGE>   11
         DEPENDENCE UPON KEY PERSONNEL. The Company is dependent to a
substantial extent upon the continuing efforts and abilities of certain key
management personnel. 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.

         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 five 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 11 of 14


<PAGE>   12
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 -
         At the Company's regularly scheduled annual meeting, held on July 30,
1996, the shareholders approved the elections of Thomas R. Brown, V. Gordon
Clemons, Peter E. Flynn, Steven J. Hamerslag, and Jeffrey J. Michael as
directors of the Company with the holders of 4,281,157 shares, 4,281,082 shares,
4,280,957 shares, 4,281,157 shares, and 4,280,857 shares, respectively. At this
meeting the shareholders also approved amendments to the 1988 Executive Stock
Option Plan: 3,592,603 shares voted for, and 671,545 shares voted against.

ITEM 5 - OTHER INFORMATION - None.

ITEM 6 - EXHIBITS AND REPORTS ON FORM 8-K

         (a)    Exhibits

                11      Computation of per share earnings
                
                27      Financial data schedule

         (b)    Form 8-K - None.




                                  Page 12 of 14


<PAGE>   13
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: V. Gordon Clemons
                                             -------------------------
                                          V. Gordon Clemons, Chairman of the
                                          Board, Chief Executive Officer, and
                                          President

                                          By:  Richard J. Schweppe
                                             -------------------------
                                          Richard J. Schweppe,
                                          Chief Financial Officer




October 29, 1996


                                  Page 13 of 14



<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
                                                                        -----
                                                                        September  30,
                                                                        --------------
                                                                1995             1996
                                                             ----------       ----------
<S>                                                           <C>              <C>      
Weighted average common shares outstanding                    4,409,000        4,668,000

Net effect of dilutive common stock options                     252,000           92,000
                                                             ----------       ----------

Total common and common equivalent shares                     4,661,000        4,760,000
                                                             ==========       ==========
                                                                              
Net Income                                                   $1,818,000       $2,092,000       
                                                             ==========       ==========                 
Earnings per common and common equivalent share              $      .39       $      .44
                                                             ==========       ==========


<CAPTION>                                               
                                                                   Six months ended
                                                                     September 30,
                                                             ---------------------------
                                                                1995             1996
                                                             ----------       ----------
<S>                                                         <C>               <C>
Weighted average common shares outstanding                    4,354,000        4,659,000

Net effect of dilutive common stock options                     273,000          101,000
                                                             ----------       ----------

Total common and common equivalent shares                     4,627,000        4,760,000
                                                             ==========       ==========

Net Income                                                   $3,519,000       $4,134,000
                                                             ==========       ==========
Earnings per common and common equivalent share              $      .76       $      .87
                                                             ==========       ==========
</TABLE>



                                  Page 14 of 14





<TABLE> <S> <C>

<ARTICLE> 5
       
<S>                             <C>
<PERIOD-TYPE>                   6-MOS
<FISCAL-YEAR-END>                          MAR-31-1997
<PERIOD-START>                             APR-01-1996
<PERIOD-END>                               SEP-30-1996
<CASH>                                      22,122,000
<SECURITIES>                                         0
<RECEIVABLES>                               21,425,000
<ALLOWANCES>                                 1,162,000
<INVENTORY>                                          0
<CURRENT-ASSETS>                            44,898,000
<PP&E>                                      22,756,000
<DEPRECIATION>                              10,741,000
<TOTAL-ASSETS>                              62,009,000
<CURRENT-LIABILITIES>                        8,495,000
<BONDS>                                              0
                                0
                                          0
<COMMON>                                    27,590,000
<OTHER-SE>                                  23,044,000
<TOTAL-LIABILITY-AND-EQUITY>                50,634,000
<SALES>                                              0
<TOTAL-REVENUES>                            59,570,000
<CGS>                                                0
<TOTAL-COSTS>                               52,902,000
<OTHER-EXPENSES>                                     0
<LOSS-PROVISION>                                     0
<INTEREST-EXPENSE>                                   0
<INCOME-PRETAX>                              6,668,000
<INCOME-TAX>                                 2,534,000
<INCOME-CONTINUING>                          4,134,000
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                 4,134,000
<EPS-PRIMARY>                                     0.87
<EPS-DILUTED>                                     0.87
        

</TABLE>


© 2022 IncJournal is not affiliated with or endorsed by the U.S. Securities and Exchange Commission