CORVEL CORP
10-Q, 1997-11-13
INSURANCE AGENTS, BROKERS & SERVICE
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<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, 1997

                                       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.)

     2010 Main Street, Suite 1020
             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, 1997 was 4,187,000 shares.


<PAGE>   2
                               CORVEL CORPORATION

                                TABLE OF CONTENTS


PART I - FINANCIAL INFORMATION

Item 1.  Financial Statements
         --------------------

Consolidated Balance Sheets - March 31, 1997 (audited) and September 30, 1997
(unaudited)- Page 3

Consolidated Statements of Income -- Three months ended September 30, 1996 and
1997 (both unaudited) - Page 4

Consolidated Statements of Income -- Six months ended September 30, 1996 and
1997 (both unaudited) - Page 5

Consolidated Statements of Cash Flows -- Three months ended September 30, 1996
and 1997 (both unaudited) - Page 6

Notes to Consolidated Financial Statements (unaudited) -- September 30, 1997 -
Page 7

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


PART II. - OTHER INFORMATION

Item 1.  Legal Proceedings - Page 12
         ------------------

Item 2.  Changes in Securities - Page 12
         ---------------------

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

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

Item 5.  Other Information - Page 12
         -----------------

Item 6.  Exhibits and Reports on Form 8-K - Page 12
         --------------------------------

                                     Page 2


<PAGE>   3
Part I - Financial Information

Item 1. Financial Statements

CORVEL CORPORATION

CONSOLIDATED BALANCE SHEETS
AS OF MARCH 31, 1997 AND SEPTEMBER 30, 1997

<TABLE>
<CAPTION>
                                                         March 31,      September 30,             
                                                           1997            1997                   
                                                       ------------     ------------              
                                                        (audited)       (unaudited)               
<S>                                                    <C>              <C>                       
ASSETS                                                                                            

Current Assets                                                                                    
Cash and cash equivalents                              $ 15,665,000     $ 11,203,000              
Accounts receivable, net                                 22,294,000       25,336,000              
Prepaid taxes and expenses                                  124,000          127,000              
Deferred income taxes                                     1,746,000          500,000              
                                                       ------------     ------------              
     Total current assets                                39,829,000       37,166,000              
                                                       ------------     ------------              
Property and Equipment, Net                              13,100,000       14,446,000              
Other Assets                                              5,895,000        6,444,000              
                                                       ------------     ------------              
          TOTAL ASSETS                                 $ 58,824,000     $ 58,056,000              
                                                       ============     ============              
                                                                                                  
LIABILITIES AND STOCKHOLDERS' EQUITY                                                              

Current Liabilities                                                                               
Accounts payable                                       $  6,603,000     $  4,747,000              
Accrued liabilities                                       4,630,000        6,339,000              
                                                       ------------     ------------              
     Total current liabilities                           11,233,000       11,086,000              
                                                       ------------     ------------              
Deferred income taxes                                     1,504,000        1,644,000              

Stockholders' Equity                                                                              
Common stock                                                     --               --              
Paid-in-capital                                          28,122,000       29,308,000              
Treasury Stock, (357,000 shares at March 31, 1997                                                 
  and 580,000 shares at September 30, 1997)              (9,461,000)     (16,064,000)             
Retained earnings                                        27,426,000       32,082,000              
                                                       ------------     ------------              
     Total stockholders' equity                          46,087,000       45,326,000              
                                                       ------------     ------------              
        TOTAL LIABILITIES AND EQUITY                   $ 58,824,000     $ 58,056,000              
                                                       ============     ============              
</TABLE>

See accompanying notes to consolidated financial statements.

                                     Page 3
<PAGE>   4
CORVEL CORPORATION

INCOME STATEMENT
FISCAL YEAR ENDING FISCAL MARCH  31, 1998
SECOND QUARTER ENDING SEPTEMBER 30, 1997

<TABLE>
<CAPTION>
                                                             Three months ending 
                                                                 September 30,
                                                         ---------------------------
                                                             1996            1997
                                                         -----------     -----------
<S>                                                      <C>             <C>        
REVENUES                                                 $29,719,000     $34,683,000

Cost of Revenues                                          24,231,000      28,208,000
                                                         -----------     -----------

Gross profit                                               5,488,000       6,475,000

General and administrative expenses                        2,114,000       2,634,000
                                                         -----------     -----------

Income before income taxes                                 3,374,000       3,841,000

Income tax provision                                       1,282,000       1,460,000
                                                         -----------     -----------

NET INCOME                                               $ 2,092,000     $ 2,381,000
                                                         ===========     ===========

Net income per common and common equivalent share        $       .44     $       .55
                                                         ===========     ===========
Weighted average common and common equivalent shares       4,760,000       4,326,000
                                                         ===========     ===========
</TABLE>


See accompanying notes to consolidated financial statements.

                                     Page 4
<PAGE>   5
CORVEL CORPORATION

INCOME STATEMENT
FISCAL YEAR ENDING FISCAL MARCH  31, 1998
SIX MONTHS ENDING SEPTEMBER 30, 1997

<TABLE>
<CAPTION>
                                                            Six months ending 
                                                               September 30,
                                                        ---------------------------
                                                            1996            1997
                                                        -----------     -----------
<S>                                                     <C>             <C>        
REVENUES                                                $59,570,000     $68,707,000

Cost of Revenues                                         48,692,000      55,765,000
                                                        -----------     -----------

Gross profit                                             10,878,000      12,942,000

General and administrative expenses                       4,210,000       5,432,000
                                                        -----------     -----------

Income before income taxes                                6,668,000       7,510,000

Income tax provision                                      2,534,000       2,854,000
                                                        -----------     -----------

NET INCOME                                              $ 4,134,000     $ 4,656,000
                                                        ===========     ===========

Net income per common and common equivalent share       $       .87     $      1.07
                                                        ===========     ===========

Weighted average common and common equivalent shares      4,760,000       4,351,000
                                                        ===========     ===========
</TABLE>


See accompanying notes to consolidated financial statements.

                                     Page 5
<PAGE>   6
CORVEL CORPORATION

CONSOLIDATED STATEMENTS OF CASH FLOWS
SIX MONTHS ENDED SEPTEMBER 30, 1996 AND 1997

<TABLE>
<CAPTION>
                                                          Three months ended 
                                                             September 30,
                                                     -----------------------------
                                                         1996              1997
                                                     ------------      -----------
<S>                                                  <C>               <C>         
CASH FLOWS FROM OPERATING ACTIVITIES

NET INCOME                                           $  4,134,000      $  4,656,000

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

Depreciation and amortization                           1,987,000         2,484,000

Changes in operating assets and liabilities
Accounts receivable                                    (1,870,000)       (3,042,000)
Prepaid taxes and expenses                                383,000            (3,000)
Accounts payable                                          539,000        (1,856,000)
Accrued liabilities                                       653,000         1,709,000
Income taxes payable                                    1,792,000         1,246,000
Other assets                                           (1,329,000)         (459,000)
                                                     ------------      ------------
Net cash provided by  operating activities              6,289,000         4,735,000
                                                     ------------      ------------

CASH FLOWS FROM INVESTING ACTIVITIES

Additions to property and equipment                    (2,469,000)       (3,780,000)
                                                     ------------      ------------
Net cash used in investing activities                  (2,469,000)       (3,780,000)
                                                     ------------      ------------

CASH FLOWS FROM FINANCING ACTIVITIES

Purchase of Treasury Stock                                               (6,603,000)
Sale of common and exercise of stock options 
  and related tax benefits                              1,189,000         1,186,000
                                                     ------------      ------------
Net cash provided by financing activities               1,189,000        (5,417,000)
                                                     ------------      ------------

INCREASE (DECREASE) IN CASH:                                                         

Cash and cash equivalents at beginning                  5,009,000        (4,462,000)  
Cash and cash equivalents at end                       17,113,000        15,665,000   
                                                     ------------      -----------
                                                     $ 22,122,000      $ 11,203,000   
                                                     ============      ============   
</TABLE>

See accompanying notes to consolidated financial statements.

                                     Page 6
<PAGE>   7

                               CORVEL CORPORATION
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                         SEPTEMBER 30, 1997 (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, 1997 are not necessarily indicative of the results that
     may be expected for the year ended March 31, 1998. For further information,
     refer to the consolidated financial statements and footnotes thereto for
     the year ended March 31, 1997 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
<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:

       Three months ended Sept. 30:      1996       1997
       ----------------------------      ----       ----
       Revenues                         100.0%     100.0%
       Cost of services                  81.6       81.3
                                        -----      -----
       Gross profit                      18.4       18.7
                                        -----      -----
       General and administrative         7.1        7.6
                                        -----      -----
       Income from operations            11.3       11.1
                                        -----      -----
       Income tax provision               4.3        4.2
                                        -----      -----
       NET INCOME                         7.0%       6.9%
                                        =====      =====


       Six months ended Sept. 30:        1996       1997
       --------------------------        ----       ----
       Revenues                         100.0%     100.0%
       Cost of services                  81.7       81.2
                                        -----      -----
       Gross profit                      18.3       18.8
                                        -----      -----
       General and administrative         7.1        7.9
                                        -----      -----
       Income from operations            11.2       10.9
                                        -----      -----
       Income tax provision               4.3        4.2
                                        -----      -----
       NET INCOME                         6.9%       6.7%
                                        =====      =====

        Revenues for the three months ended September 30, 1997 increased by
        $4.96 million to $34.7 million, an increase of 17% over the $29.7
        million revenue for the comparable period in the prior fiscal year. The
        increase in revenues is primarily attributable to a 28% increase in
        patient management revenue along with a 5% increase in provider
        revenues. Case management revenue grew to $19.6 million from $15.4
        million in the prior year, an increase of $4.2 million. The increase in
        patient management is primarily due to a few national case management
        contracts which the company was awarded during the past year.

        Revenues for the six months ended June 30, 1997 increased by $9.1
        million to $68.7 million, an increase of 15% over the $59.6 million
        revenue for the comparable period in the prior fiscal year. The increase
        in revenues is primarily attributable to a 24% increase in patient
        management revenue along with a 6% increase in provider revenues. Case
        management revenue grew to $38.1 million from $30.7 million in the prior
        year, an increase of $7.4 million. The increase in patient management is
        primarily due to a few national case management contracts which the
        company was awarded during the past year.

                                     Page 8
<PAGE>   9

        Cost of revenues for the three months ended September 30, 1997 remained
        relatively unchanged at 18.7% compared to 18.4% for the prior year. Cost
        of revenues for the six months ending September 30, 1997 increased to
        18.8% from 18.3% for the same period in the prior year. The gross profit
        margin increased due to increased productivity in the Company's patient
        management services, offset by pricing pressures in portions of the
        provider program business.

        General and administrative expenses as a percentage of revenues
        increased from 7.1% for the quarter ending September 30, 1996, to 7.6%
        for the quarter ending September 30, 1997. This increase in primarily
        attributable to in certain general and administrative expenses
        (including increased period costs for systems due to the installation of
        a wide area network (WAN). General and administrative expenses as a
        percentage of revenues increased from 7.2% for the six months ending
        September 30, 1996, to 7.9% for the six months ending September 30,
        1997.

        LIQUIDITY AND CAPITAL RESOURCES

        The Company has funded its operations and capital expenditures primarily
        from cash flow from operations. During the six months ending September
        30, 1997, net working capital decreased by $2.4 million, from $28.6
        million at March 31, 1997 to $27.2 million at September 30, 1997. This
        decrease was primarily to the repurchase of $6.6 million of the
        Company's common stock during the six months ending September 30, 1997.
        As of September 30, 1997, the Company had $11.2 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 September 30, 1997 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, 1997, Quarterly Report on Form
        10-Q for the quarter ending September 30, 1997, as well as the Company's
        Annual Report for the year ending March 31, 1997, 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,
        1997.

                                     Page 9
<PAGE>   10

                  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.

                  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.

                  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.

                                     Page 10
<PAGE>   11

                  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. 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. 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
<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
        August 7, 1997, the shareholders approved the elections of V. Gordon
        Clemons, Peter E. Flynn, Steven J. Hamerslag, R. Judd Jessup, and
        Jeffery J. Michael, with 3,538,072 shares, 3,537,578 shares, 3,538,124
        shares, 3,537,424 shares, and 3,536,924 shares, respectively. At this
        meeting, the shareholders also approved amendments to the Company's
        Restated 1988 Executive Stock Option Plan (2,788,160 votes for, 440,636
        votes against), approved amendments to the 1991 Employee Stock Purchase
        Plan (3,264,954 votes for, 9,455 votes against), and approved amendments
        to the Company's Certificate of Incorporation (2,347,549 votes for,
        813,052 votes against).

        ITEM 5 - OTHER INFORMATION - None.

        ITEM 6 - EXHIBITS AND REPORTS ON FORM 8-K.

                 Exhibit 11 -- Computation of Per Share Earnings.
                 Exhibit 27 -- Financial Data Schedule.



        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

        November 12, 1997

                                     Page 12
<PAGE>   13
                                  EXHIBIT INDEX

EXHIBIT
NUMBER            DESCRIPTION
- ------            -----------
  11              Computation of Per Share Earnings

  27              Financial Data Schedule


                                    Page 13

<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,
                                                    -------------------------
                                                       1996           1997
                                                    ----------     ----------
<S>                                                 <C>            <C>       
Weighted average common shares outstanding           4,668,000      4,194,000

Net effect of dilutive common stock options             92,000        132,000
                                                    ----------     ----------

Total common and common equivalent shares            4,760,000      4,326,000
                                                    ==========     ==========

Net Income                                          $2,092,000     $2,381,000
                                                    ==========     ==========

Earnings per common and common equivalent share     $      .44     $      .55
                                                    ==========     ==========
</TABLE>



<TABLE>
<CAPTION>
                                                         Six months ended 
                                                           September 30,
                                                     ------------------------
                                                       1996           1997
                                                    ----------     ----------
<S>                                                 <C>            <C>       
Weighted average common shares outstanding           4,659,000      4,239,000

Net effect of dilutive common stock options            101,000        112,000
                                                    ----------     ----------

Total common and common equivalent shares            4,760,000      4,351,000
                                                    ==========     ==========

Net Income                                          $4,134,000     $4,656,000
                                                    ==========     ==========

Earnings per common and common equivalent share     $      .87     $     1.07
                                                    ==========     ==========
</TABLE>

<TABLE> <S> <C>

<ARTICLE> 5
       
<S>                             <C>
<PERIOD-TYPE>                   6-MOS
<FISCAL-YEAR-END>                          MAR-31-1998
<PERIOD-START>                             APR-01-1997
<PERIOD-END>                               SEP-30-1997
<CASH>                                      11,203,000
<SECURITIES>                                         0
<RECEIVABLES>                               23,595,000
<ALLOWANCES>                                 1,301,000
<INVENTORY>                                          0
<CURRENT-ASSETS>                            37,166,000
<PP&E>                                      29,551,000
<DEPRECIATION>                              15,105,000
<TOTAL-ASSETS>                              58,056,000
<CURRENT-LIABILITIES>                       11,086,000
<BONDS>                                              0
                                0
                                          0
<COMMON>                                    29,308,000
<OTHER-SE>                                  16,018,000
<TOTAL-LIABILITY-AND-EQUITY>                58,056,000
<SALES>                                              0
<TOTAL-REVENUES>                            68,707,000
<CGS>                                                0
<TOTAL-COSTS>                               61,197,000
<OTHER-EXPENSES>                                     0
<LOSS-PROVISION>                                     0
<INTEREST-EXPENSE>                                   0
<INCOME-PRETAX>                              7,510,000
<INCOME-TAX>                                 2,854,000
<INCOME-CONTINUING>                          4,656,000
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                 4,656,000
<EPS-PRIMARY>                                     1.07
<EPS-DILUTED>                                     1.07
        

</TABLE>


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