<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, 1998
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)
2010 Main Street, Suite 1020 Irvine, CA 92614
- --------------------------------------------------------------------------------
(Address of principal executive office) (zip code)
Registrant's telephone number, including code: (949) 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, 1998 was 4,085,000 shares.
<PAGE> 2
CORVEL CORPORATION
TABLE OF CONTENTS
PART I -- FINANCIAL INFORMATION
Item 1 Financial Statements
Consolidated Balance Sheets - March 31, 1998 (audited) and
June 30, 1998 (unaudited)- Page 3 of 14
Consolidated Statements of Income -- Three months ended June 30, 1997
and 1998 (both unaudited) - Page 4 of 14
Consolidated Statements of Cash Flows -- Three months ended
June 30, 1997 and 1998 (both unaudited) - Page 5 of 14
Notes to Consolidated Financial Statements (unaudited) -- June 30, 1998
- Page 6 of 14
Item 2. Management's Discussion and Analysis of Financial Condition and Results
of Operations - Pages 7 through 10 of 14
PART II -- OTHER INFORMATION
Item 1. Legal Proceedings - Page 11 of 14
Item 2. Changes in Securities - Page 11 of 14
Item 3. Defaults upon Senior Securities - Page 11 of 14
Item 4. Submission of Matters to a Vote of Security Holders - Pages 11 of 14
Item 5. Other Information - Page 11 of 14
Item 6. Exhibits and Reports on Form 8-K
Page 2
<PAGE> 3
Part I - Financial Information
Item 1. Financial Statements
CORVEL CORPORATION
CONSOLIDATED BALANCE SHEETS
AS OF MARCH 31, 1998 AND JUNE 30, 1998
<TABLE>
<CAPTION>
March 31, 1998 June 30, 1998
-------------- -------------
(audited) (unaudited)
<S> <C> <C>
ASSETS
Current Assets
Cash and cash equivalents $ 8,430,000 $ 6,408,000
Accounts receivable, net 25,633,000 27,871,000
Prepaid taxes and expenses 736,000 655,000
Deferred income taxes 2,376,000 1,725,000
------------ ------------
Total current assets 37,175,000 36,659,000
------------ ------------
Property and Equipment, Net 16,542,000 16,740,000
Other Assets 6,774,000 7,758,000
------------ ------------
TOTAL ASSETS $ 60,491,000 $ 61,157,000
============ ============
LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities
Accounts payable $ 6,078,000 $ 4,540,000
Accrued liabilities 6,371,000 6,888,000
------------ ------------
Total current liabilities 12,449,000 11,426,000
------------ ------------
Deferred income taxes 2,271,000 3,366,000
Stockholders' Equity
Common stock -- --
Paid-in-capital 30,615,000 31,024,000
Treasury Stock, (357,000 shares at March 31,
1998 and 792,100 shares at June 30, 1998) (21,727,000) (24,045,000)
Retained earnings 36,883,000 39,384,000
------------ ------------
Total stockholders' equity 45,771,000 46,363,000
------------ ------------
TOTAL LIABILITIES AND EQUITY $ 60,491,000 $ 61,157,000
============ ============
</TABLE>
See accompanying notes to consolidated financial statements.
Page 3
<PAGE> 4
CORVEL CORPORATION
INCOME STATEMENT
FISCAL YEAR ENDING FISCAL MARCH 31, 1999
FIRST QUARTER ENDING JUNE 30, 1998
<TABLE>
<CAPTION>
Three months ending June 30,
------------------------------
1997 1998
----------- -----------
<S> <C> <C>
REVENUES $34,027,000 $39,552,000
Cost of Revenues
Gross profit 27,557,000 32,342,000
----------- -----------
General and administrative expenses 6,467,000 7,210,000
Income before income taxes 2,798,000 3,177,000
----------- -----------
Income tax provision 3,669,000 4,033,000
NET INCOME 1,394,000 1,532,000
----------- -----------
Net income per common and common
equivalent share $ 2,275,000 $ 2,501,000
=========== ===========
Weighted average common and common
equivalent shares $ .52 $ .60
=========== ===========
4,364,000 4,169,000
</TABLE>
See accompanying notes to consolidated financial statements.
Page 4
<PAGE> 5
CORVEL CORPORATION
CONSOLIDATED STATEMENTS OF CASH FLOWS
THREE MONTHS ENDED JUNE 30, 1997, AND 1998
<TABLE>
<CAPTION>
Three months ended June 30,
---------------------------------
1997 1998
------------ ------------
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES
NET INCOME $ 2,275,000 $ 2,501,000
Adjustments to reconcile net income to net
cash provided by (used in) operating
activities:
Depreciation and amortization 1,214,000 1,304,000
Changes in operating assets and liabilities
Accounts receivable (1,786,000) (2,238,000)
Prepaid taxes and expenses 63,000 81,000
Accounts payable (1,128,000) (1,538,000)
Accrued liabilities 734,000 517,000
Deferred income taxes and income taxes
payable 1,197,000 1,746,000
Other assets (524,000) (984,000)
------------ ------------
Net cash provided by operating activities 2,045,000 1,389,000
------------ ------------
CASH FLOWS FROM INVESTING ACTIVITIES
Additions to property and equipment
Net cash used in investing activities (2,061,000) (1,502,000)
------------ ------------
(2,061,000) (1,502,000)
------------ ------------
CASH FLOWS FROM FINANCING ACTIVITIES
Purchase of Treasury Stock
Sale of common and exercise of stock
options and related tax benefits (3,317,000) (2,318,000)
------------ ------------
Net cash provided by financing activities 97,000 409,000
------------ ------------
(3,220,000) (1,909,000)
INCREASE (DECREASE) IN CASH:
Cash and cash equivalents at beginning (3,326,000) (2,022,000)
Cash and cash equivalents at end 15,665,000 8,430,000
------------ ------------
$ 12,429,000 $ 6,408,000
============ ============
</TABLE>
See accompanying notes to consolidated financial statements.
Page 5
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CORVEL CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 1998 (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, 1998 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, 1998 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
<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: 1997 1998
- --------------------------- ----- -----
<S> <C> <C>
Revenues 100.0% 100.0%
Cost of services 81.0 81.8
----- -----
Gross profit 19.0 18.2
----- -----
General and administrative 8.2 8.0
----- -----
Income from operations 10.8 10.2
----- -----
Income tax provision 4.1 3.9
----- -----
NET INCOME 6.7% 6.3%
===== =====
</TABLE>
Revenues for the three months ended June 30, 1998 increased by $5.6
million to $39.6 million, an increase of 14% over the $34.0 million revenue for
the comparable period in the prior fiscal year. The increase in revenues is
primarily attributable to a 22% increase in patient management revenue along
with a 9% increase in provider program revenues. The increase in patient
management revenues is primarily attributable to an increase in referrals. The
growth in the Company's revenue was at or 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, 1998 increased to
81.8% from 81.0% for the three months ended June 30, 1996. The gross profit
margin decreased due to higher growth rates in the patient management business
than the provider program revenues as noted above. Provider program revenues
yield a higher gross margin than patient management services.
General and administrative expenses as a percentage of revenues
decreased from 8.2% for the quarter ending June 30, 1997, to 8.0% for the
quarter ending June 30, 1998. This decrease is due to a 14% increase in general
and administrative expenses as compared to the 16% growth in revenues. General
and administrative expenses were $3.2 million for the three months ended June
30, 1998 compared to $2.8 million for the three months ended June 30, 1997.
LIQUIDITY AND CAPITAL RESOURCES
The Company has funded its operations and capital expenditures primarily
from cash flow from operations. During the quarter ending June 30, 1998, net
working capital increased by $.5 million, from $24.7 million at March 31, 1998
to $25.2 million at June 30, 1997. However, cash declined from $8.4 million at
March 31, 1998 to $6.4 million at June 30, 1998, a decrease of $2.0 million.
This decline in cash is due to the Company's continued repurchases of its common
stock. During the quarter ending June 30, 1998, the Company repurchased $2.3
million of its common stock. Since the repurchase program was enacted in the
fall of 1996, the Company has repurchased $24.0 million of its common stock.
These repurchases were paid from cash generated by the operations of the
Company. The Company has historically required substantial capital to fund the
growth of its operations, particularly working capital to fund the growth in
accounts receivable and property. The Company believes, however, that the cash
balance at June 30, 1998 along with anticipated internally generated funds and
capacity to borrow will be sufficient to meet the Company's expected cash
requirements for at least the next twelve months.
Page 7
<PAGE> 8
CAUTIONARY STATEMENT REGARDING RISK FACTORS
Certain statements contained in the Company's Annual Report on Form 10-K
for the year ended March 31, 1998, Quarterly Report on Form 10-Q for the quarter
ending June 30, 1998, as well as the Company's Annual Report for the year ending
March 31, 1998, 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, 1998.
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.
Page 8
<PAGE> 9
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.
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.
Page 9
<PAGE> 10
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 limited 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 two most
recently completed fiscal years 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.
Page 10
<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
(a) Exhibits
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
August 13, 1998
Page 11
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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,
-----------------------------
1997 1998
----------- ----------
<S> <C> <C>
BASIC EARNINGS PER SHARE
Weighted average common shares outstanding 4,284,000 4,106,000
=========== ==========
Net Income $ 2,275,000 $2,501,000
=========== ==========
Earnings per common and common equivalent share $ .53 $ .61
=========== ==========
</TABLE>
<TABLE>
<CAPTION>
Three months ended June 30,
----------------------------
1997 1998
---------- ----------
<S> <C> <C>
DILUTED EARNINGS PER SHARE
Weighted average common shares outstanding 4,284,000 4,106,000
Net effect of dilutive common stock options 80,000 63,000
---------- ----------
Total common and common equivalent shares 4,364,000 4,169,000
========== ==========
Net Income $2,275,000 $2,501,000
========== ==========
Earnings per common and common equivalent share $ .52 $ .60
========== ==========
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> MAR-31-1999
<PERIOD-START> APR-01-1998
<PERIOD-END> JUN-30-1998
<CASH> 6,408,000
<SECURITIES> 0
<RECEIVABLES> 29,957,00
<ALLOWANCES> 2,086,000
<INVENTORY> 0
<CURRENT-ASSETS> 36,659,000
<PP&E> 35,394,000
<DEPRECIATION> 18,654,000
<TOTAL-ASSETS> 61,157,000
<CURRENT-LIABILITIES> 11,428,000
<BONDS> 0
0
0
<COMMON> 31,024,000
<OTHER-SE> 15,339,000
<TOTAL-LIABILITY-AND-EQUITY> 61,157,000
<SALES> 0
<TOTAL-REVENUES> 39,552,000
<CGS> 0
<TOTAL-COSTS> 35,519,000
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> 4,033,000
<INCOME-TAX> 1,532,000
<INCOME-CONTINUING> 2,501,000
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 2,501,000
<EPS-PRIMARY> .60
<EPS-DILUTED> .60
</TABLE>
