<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, 1999
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 September 30, 1999 was 8,116,000 shares.
<PAGE> 2
CORVEL CORPORATION
TABLE OF CONTENTS
<TABLE>
<S> <C>
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements
Consolidated Balance Sheets March 31, 1999 (audited) and
September 30, 1999 (unaudited)- Page 3 of 15
Consolidated Statements of Income -- Three months ended
September 30, 1998 and 1999 (both unaudited) - Page 4 of 15
Consolidated Statements of Income -- Six months ended
September 30, 1998 and 1999 (both unaudited) - Page 5 of 15
Consolidated Statements of Cash Flows - Six months ended
September 30, 1998 and 1999 (both unaudited) - Page 6 of 15
Notes to Consolidated Financial Statements (unaudited)
- -- September 30, 1999 - Page 7 of 15
Item 2. Management's Discussion and Analysis of
Financial Condition and Results of Operations - Pages 8 through 13 of 15
PART II. OTHER INFORMATION
Item 1. Legal Proceedings - Page 14 of 15
Item 2. Changes in Securities- Page 14 of 15
Item 3. Defaults upon Senior Securities - Page 14 of 15
Item 4. Submission of Matters to a Vote of Security
Holders - Page 14 of 15
Item 5. Other Information - Page 14 of 15
Item 6. Exhibits and Reports on Form 8-K - Page 14 of 15
</TABLE>
Page 2 of 15
<PAGE> 3
Part I - Financial Information
Item 1. Financial Statements
CORVEL CORPORATION
CONSOLIDATED BALANCE SHEETS
AS OF MARCH 31, 1999 AND SEPTEMBER 30, 1999
<TABLE>
<CAPTION>
March 31, September 30,
1999 1999
------------ ------------
(audited) (unaudited)
<S> <C> <C>
ASSETS
Current Assets
Cash and cash equivalents $ 9,052,000 $ 10,862,000
Accounts receivable, net 31,562,000 32,935,000
Prepaid taxes and expenses 856,000 1,261,000
Deferred income taxes 3,223,000 2,750,000
------------ ------------
Total current assets 44,693,000 47,808,000
------------ ------------
Property and Equipment, Net 17,145,000 17,474,000
Other Assets 6,899,000 7,344,000
------------ ------------
TOTAL ASSETS $ 68,737,000 $ 72,626,000
============ ============
LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities
Accounts payable $ 6,468,000 $ 5,004,000
Accrued liabilities 6,525,000 6,806,000
------------ ------------
Total current liabilities 12,993,000 11,810,000
------------ ------------
Deferred income taxes 2,530,000 2,941,000
Stockholders' Equity
Common stock -- --
Paid-in-capital 32,918,000 33,933,000
Treasury Stock, (1,747,000 shares at March 31,
1999 and 1,855,000 shares at September 30, 1999) (26,990,000) (29,191,000)
Retained earnings 47,286,000 53,133,000
------------ ------------
Total stockholders' equity 53,214,000 57,875,000
------------ ------------
TOTAL LIABILITIES AND EQUITY $ 68,737,000 $ 72,626,000
============ ============
</TABLE>
See accompanying notes to consolidated financial statements.
Page 3 of 15
<PAGE> 4
CORVEL CORPORATION
INCOME STATEMENT
FISCAL YEAR ENDING FISCAL MARCH 31, 2000
SECOND QUARTER ENDING SEPTEMBER 30, 1999
<TABLE>
<CAPTION>
Three months ending
September 30,
-------------------------------
1998 1999
----------- -----------
<S> <C> <C>
REVENUES $40,474,000 $45,865,000
Cost of Revenues 33,326,000 37,459,000
----------- -----------
Gross profit 7,148,000 8,406,000
General and administrative expenses 3,026,000 3,615,000
----------- -----------
Income before income taxes 4,122,000 4,791,000
Income tax provision 1,566,000 1,821,000
----------- -----------
NET INCOME $ 2,556,000 $ 2,970,000
=========== ===========
EARNINGS PER SHARE:
Basic $ .31 $ .37
=========== ===========
Diluted $ .31 $ .36
=========== ===========
WEIGHTED AVERAGE SHARES:
Basic 8,132,000 8,119,000
Diluted 8,246,000 8,261,000
</TABLE>
See accompanying notes to consolidated financial statements.
Page 4 of 15
<PAGE> 5
CORVEL CORPORATION
INCOME STATEMENT
FISCAL YEAR ENDING FISCAL MARCH 31, 2000
SIX MONTHS ENDING SEPTEMBER 30, 1999
<TABLE>
<CAPTION>
Six months ending
September 30,
-------------------------------
1998 1999
----------- -----------
<S> <C> <C>
REVENUES $80,026,000 $91,570,000
Cost of Revenues 65,668,000 74,913,000
----------- -----------
Gross profit 14,358,000 16,657,000
General and administrative expenses 6,203,000 7,226,000
----------- -----------
Income before income taxes 8,155,000 9,431,000
Income tax provision 3,098,000 3,584,000
----------- -----------
NET INCOME $ 5,057,000 $ 5,847,000
=========== ===========
EARNINGS PER SHARE:
Basic $ 0.62 $ 0.72
=========== ===========
Diluted $ 0.61 $ 0.71
=========== ===========
WEIGHTED AVERAGE SHARES:
Basic 8,172,000 8,124,000
Diluted 8,292,000 8,244,000
</TABLE>
See accompanying notes to consolidated financial statements.
Page 5 of 15
<PAGE> 6
CORVEL CORPORATION
CONSOLIDATED STATEMENTS OF CASH FLOWS
SIX MONTHS ENDED SEPTEMBER 30, 1998, AND 1999
<TABLE>
<CAPTION>
Six months ended September 30,
---------------------------------
1998 1999
------------ ------------
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES
NET INCOME $ 5,057,000 $ 5,847,000
Adjustments to reconcile net income to net
cash provided by (used in) operating activities:
Depreciation and amortization 2,803,000 2,717,000
Changes in operating assets and liabilities
Accounts receivable (2,958,000) (1,373,000)
Prepaid taxes and expenses 472,000 (405,000)
Accounts payable (1,567,000) (1,464,000)
Accrued liabilities (1,167,000) 281,000
Income taxes payable 283,000 884,000
Other assets (265,000) (495,000)
------------ ------------
Net cash provided by operating activities 2,658,000 5,992,000
------------ ------------
CASH FLOWS FROM INVESTING ACTIVITIES
Additions to property and equipment (3,227,000) (2,996,000)
------------ ------------
Net cash used in investing activities (3,227,000) (2,996,000)
------------ ------------
CASH FLOWS FROM FINANCING ACTIVITIES
Purchase of Treasury Stock (3,647,000) (2,201,000)
Sale of common and exercise of stock
options and related tax benefits 946,000 1,015,000
------------ ------------
Net cash provided by financing activities (2,701,000) (1,186,000)
------------ ------------
INCREASE (DECREASE) IN CASH : (3,270,000) 1,810,000
------------ ------------
Cash and cash equivalents at beginning 8,430,000 9,052,000
------------ ------------
Cash and cash equivalents at end $ 5,160,000 $ 10,862,000
============ ============
</TABLE>
See accompanying notes to consolidated financial statements.
Page 6 of 15
<PAGE> 7
CORVEL CORPORATION
NOTES TO CONSOLIDATED
FINANCIAL STATEMENTS
SEPTEMBER 30, 1999 (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, 1999 are not necessarily indicative of the results that
may be expected for the year ended March 31, 1999. For further information,
refer to the consolidated financial statements and footnotes thereto for
the year ended March 31, 1999 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.
C. Stock Split
On May 24, 1999, the Company announced that its Board of Directors
authorized a 2-for-1 common stock split in the form of a 100% stock
dividend. The additional shares were distributed on June 14, 1999 to the
stockholders of record on May 31, 1999. Historical common share amounts,
per share amounts and stock option data for all periods presented have been
restated to reflect this change in the Company's capital structure.
Page 7 of 15
<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 Sept. 30: 1998 1999
---------------------------- ------ ------
<S> <C> <C>
Revenues 100.0% 100.0%
Cost of services 82.3 81.7
------ ------
Gross profit 17.7 18.3
------ ------
General and administrative 7.5 7.9
------ ------
Income from operations 10.2 10.4
------ ------
Income tax provision 3.9 4.0
------ ------
NET INCOME 6.3% 6.4%
====== ======
</TABLE>
<TABLE>
<CAPTION>
Six months ended Sept. 30: 1998 1999
-------------------------- ------ ------
<S> <C> <C>
Revenues 100.0% 100.0%
Cost of services 82.0 81.8
------ ------
Gross profit 18.0 18.2
------ ------
General and administrative 7.8 7.9
------ ------
Income from operations 10.2 10.3
------ ------
Income tax provision 3.9 3.9
------ ------
NET INCOME 6.3% 6.4%
====== ======
</TABLE>
Revenues for the three months ended September 30, 1999 increased by $5.4 million
to $45.9 million, an increase of 13% over the $40.5 million revenue for the
comparable period in the prior fiscal year. The increase in revenues is
primarily attributable to a 16% increase in patient management revenue along
with a 10% increase in provider revenues, primarily bill review and PPO. Case
management revenue grew to $27.4 million from $23.7 million in the prior year,
an increase of $3.7 million. The increase in patient management is primarily due
to an increase in referrals from the Company's customers.
Revenues for the six months ended September 30, 1999 increased by $11.5 million
to $91.6 million, an increase of 14% over the $80.0 million revenue for the
comparable period in the prior fiscal year. The increase in revenues is
primarily attributable to an 18% increase in patient management revenue along
with a 10% increase in provider program revenues. Case management revenue grew
to $54.5 million from $46.2 million in the prior year, an increase of $8.3
million. The increase in patient management is primarily due to an increase in
the numbers of case referred to the Company by their customers.
Page 8 of 15
<PAGE> 9
The Company's cost of revenues consists primarily of salaries, salary related
taxes and fringe benefits, rent, telephone, and costs related to the Company's
computer operations in the field. Cost of revenues for the three months ended
September 30, 1999 declined from 82.3% of revenues to 81.7% of revenue from the
three months ended September 30, 1998. Cost of revenues for the six months ended
September 30, 1999 increased from 82.0% of revenues to 81.8% of revenue from the
six months ended September 30, 1998. Both of the cost of revenues percentage
noted above decreased primarily due to greater economies of scale in the
Company's branch operations as the growth in revenues exceeded the growth in
cost of revenues.
General and administrative expenses as a percentage of revenues increased from
7.8% for the six months ending September 30, 1998, to 7.9% for the six months
ending September 30, 1999. General and administrative expenses as a percentage
of revenues increased from 7.8% for the three months ending September 30, 1998,
to 7.9% for the six months ending September 30, 1999. This increase was
primarily due to increased MIS staff to support the Company's implementation of
a national wide area network and further electronic data interface capabilities
as required by customer needs. The growth in the general and administrative
expenses is due primarily to the growth in these expenses compared to the growth
in revenues.
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, 1999, net
working capital increased by $4.3 million, from $31.7 million at March 31, 1999
to $36.0 million at September 30, 1999. This increase was primarily due to the
increase in accounts receivable by $1.4 million, from $31.6 million to $32.9
million. As of September 30, 1999, the Company had $10.9 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, 1999 along with anticipated internally generated funds will be
sufficient to meet the Company's expected cash requirements for at least the
next twelve months. As of September 30, 1999, the Company had no interest
bearing debt.
YEAR 2000 DISCLOSURE INFORMATION
Certain computer programs written with two digits rather than four to define the
applicable year may experience problems handling dates near the end of and
beyond the year 1999 (Year 2000 failure dates). This may cause computer
applications to fail or provide erroneous results unless corrective action is
taken. The Company has developed a plan to address the Year 2000 issue and, in
doing so, will incur internal staff costs as well as external consulting and
other expenses related to infrastructure enhancements necessary to prepare its
systems for the new century. A strategy for achieving compliance for each system
component has been prepared. Costs of the Company's Year 2000 Project are
estimated to be approximately $2.4 million of which approximately $2.3 million
has been incurred through September 30, 1999. The cost of the Year 2000 Project
has been expensed as incurred.
Page 9 of 15
<PAGE> 10
With respect to Information Technology (IT) systems, the Company's Year 2000
plan encompasses computer application systems, including those for
client-server, minicomputer, and personal computer environments; and IT
infrastructure, including hardware, operating system software, network
technology, and voice and data communications.
All of the Company's proprietary systems development methodologies assure that
core functions like date comparisons, date sorts, and elapsed-day calculations
are standardized in shared-code libraries and/or utilities. This reduces the
number of instances of redundant code to be reviewed and certified for Year 2000
compliance.
The Company has conducted full system tests in a simulated post-2000
environment. Certified versions of these systems were fully implemented in all
operating sites by September, 1999. Interoperability tests with clients'
systems, if needed, commenced in the third quarter of 1998. Data formats used in
EDI transmissions, unless specifically requested by the client, are Year 2000
compliant.
The Company's bill review product for Windows is presently Year 2000 compatible
as well as the case management software. The validation testing phase of the
Company's bill review software which runs on VMS has been completed with
implementation done during the September 1999 quarter.
The Company's software for its billing, accounts receivable, accounts payable
and general ledger is presently Year 2000 compatible.
The Company's non-IT systems are primarily comprised of systems typically found
in commercial office buildings including electrical, fire alarm and suppression,
security, HVAC and elevator systems. The inventory phase for non-IT systems at
the Company's major facilities in is complete. The Company is currently at the
beginning of the assessment phase for its non-IT systems. As part of the
assessment phase, the Company is communicating with the owners/landlords of
office spaces which the Company leases to determine the Year 2000 readiness of
such office space. At this time, the Company has not received any notice of
non-compliance problems from landlords. The Company has also communicated with
its significant vendors to determine their Year 2000 readiness and, when
possible, obtain written assurances that the Year 2000 problem will not
materially adversely affect their ability to continue to provide supplies or
services to the Company.
Each of the foregoing IT and non-IT programs are being conducted in phases,
described as follows: INVENTORY or AWARENESS PHASE -- Identify hardware,
software, processes or devices that use or process date information. ASSESSMENT
PHASE -- Identify Year 2000 date processing deficiencies and related
implications. PLANNING and VALIDATION PHASE -- Determine for each deficiency an
appropriate solution and budget. Schedule resources and develop testing plans.
Validate the recommended solution with testing. IMPLEMENTATION PHASE --
Implement designed solutions. Conduct systems testing. The plan also includes a
control element intended to ensure that changes to IT and non-IT systems do not
introduce Year 2000 issues.
The plan provides for contingency plans and related cost estimates, as
additional information becomes available. The Company's Year 2000 Plan is
subject to modification and is revised periodically as additional information is
developed. The Company currently believes that its Year 2000 Plan will be
completed in all material respects prior to the anticipated Year 2000 failure
dates.
Page 10 of 15
<PAGE> 11
CAUTIONARY STATEMENT REGARDING RISK FACTORS
Certain statements contained in the Company's Annual Report on Form 10-K for the
year ended March 31, 1999, Quarterly Report on Form 10-Q for the quarter ending
September 30, 1999, as well as the Company's Annual Report for the year ending
March 31, 1999, 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, 1999.
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 11 of 15
<PAGE> 12
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.
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 payers 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 12 of 15
<PAGE> 13
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 payers 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 13 of 15
<PAGE> 14
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 5, 1999, the
shareholders approved the elections of V. Gordon Clemons, Peter E. Flynn, Steven
J. Hamerslag, R. Judd Jessup, and Jeffery J. Michael, with 5,275,773 shares,
5,275,728 shares, 5,078,798 shares, 5,078,796 shares, and 5,078,798 shares,
respectively.
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: 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
November 11, 1999
Page 14 of 15
<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 Sept. 30,
----------------------------
1998 1999
---------- ----------
<S> <C> <C>
Weighted shares for basic earnings per share computation 8,132,000 8,119,000
Net effect of dilutive common stock options 114,000 142,000
---------- ----------
Weighted shares for diluted earnings per share 8,246,000 8,261,000
========== ==========
NET INCOME $2,556,000 $2,970,000
========== ==========
BASIC EARNINGS PER SHARE $ .31 $ .37
========== ==========
DILUTED EARNINGS PER SHARE $ .31 $ .36
========== ==========
</TABLE>
<TABLE>
<CAPTION>
Six months ended Sept. 30,
----------------------------
1998 1999
---------- ----------
<S> <C> <C>
Weighted shares for basic earnings per share 8,172,000 8,124,000
Net effect of dilutive common stock options 120,000 120,000
---------- ----------
Weighted shares for diluted earnings per share 8,292,000 8,244,000
========== ==========
NET INCOME $5,057,000 $5,847,000
========== ==========
BASIC EARNINGS PER SHARE $ .62 $ .72
========== ==========
DILUTED EARNINGS PER SHARE $ .61 $ .71
========== ==========
</TABLE>
Page 15 of 15
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> MAR-31-2000
<PERIOD-START> APR-01-1999
<PERIOD-END> SEP-30-1999
<CASH> 10,862,000
<SECURITIES> 0
<RECEIVABLES> 35,951,000
<ALLOWANCES> 3,016,000
<INVENTORY> 0
<CURRENT-ASSETS> 47,808,000
<PP&E> 43,397,000
<DEPRECIATION> 25,923,000
<TOTAL-ASSETS> 72,626,000
<CURRENT-LIABILITIES> 11,810,000
<BONDS> 0
0
0
<COMMON> 33,933,000
<OTHER-SE> 23,941,000
<TOTAL-LIABILITY-AND-EQUITY> 72,626,000
<SALES> 0
<TOTAL-REVENUES> 91,570,000
<CGS> 0
<TOTAL-COSTS> 82,139,000
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> 9,431,000
<INCOME-TAX> 3,584,000
<INCOME-CONTINUING> 5,847,000
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 5,847,000
<EPS-BASIC> 0.72
<EPS-DILUTED> 0.71
</TABLE>
