8-K
CORVEL CORP (CRVL)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): May 27, 2020
CORVEL CORPORATION
(Exact name of Registrant as Specified in Its Charter)
| DELAWARE | 000-19291 | 33-0282651 |
|---|---|---|
| (State or Other Jurisdiction<br><br><br>of Incorporation) | (Commission File Number) | (IRS Employer<br><br><br>Identification No.) |
| 2010 Main Street, Suite 600, <br>Irvine, California | 92614 | |
| (Address of Principal Executive Offices) | (Zip Code) |
Registrant’s Telephone Number, Including Area Code: (949) 851-1473
Not Applicable
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instructions A.2. below):
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
|---|---|
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| --- | --- |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| --- | --- |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
| --- | --- |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading<br><br><br>Symbol(s) | Name of each exchange on which registered |
|---|---|---|
| Common Stock, Par Value $0.0001 Per Share | CRVL | NASDAQ Global Select Market |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 2.02 Results of Operations and Financial Condition.
On May 27, 2020, CorVel Corporation issued a press release announcing its financial results for the three months and fiscal year ended March 31, 2020. A copy of the press release is furnished herewith as Exhibit No. 99.1.
The information contained in this report and in the exhibit attached to this report is being furnished to the Securities and Exchange Commission and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liability of that section, or incorporated by reference in any filing under the Exchange Act or the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such a filing.
Item 9.01 Financial Statements, Pro Forma Financial Information and Exhibits.
(d) Exhibits
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
| CORVEL CORPORATION,<br><br><br>a Delaware corporation<br><br><br>(Registrant) | ||
|---|---|---|
| Date: May 27, 2020 | By: | /s/ Brandon T. O’Brien |
| Brandon T. O’Brien | ||
| Chief Financial Officer |
crvl-ex991_6.htm
Exhibit 99.1
| Date: May 27, 2020 | CorVel Corporation |
|---|---|
| 2010 Main Street | |
| Suite 600 | |
| Irvine, CA 92614 | |
| FOR IMMEDIATE RELEASE | Contact: Melissa Storan |
| Phone: 949-851-1473 | |
| http://www.corvel.com |
CorVel Announces Revenues and Earnings
IRVINE, California, May 27, 2020— CorVel Corporation (NASDAQ: CRVL) announced the results for the quarter and fiscal year ended March 31, 2020. Earnings per share for the quarter ended March 31, 2020 were $0.64; earnings per share were $0.63 in the same quarter of the prior year. Revenues for the quarter ended March 31, 2020 were $147 million, a decrease from revenues of $151 million in the same quarter of the prior year.
Earnings per share for the fiscal year ended March 31, 2020 were $2.55, an increase of 3.7% from earnings per share of $2.46 for fiscal year ended March 31, 2019. Revenues for the fiscal year ended March 31, 2020 were $592 million, and were $596 million for the fiscal year ended March 31, 2019.
The Company responded immediately to the COVID-19 pandemic, making required adjustments to reflect the reduced level of healthcare created by the lockdowns across the Country. CorVel has prioritized the physical wellbeing of its employees and uninterrupted service to customers through seamless transition to remote working, which in turn has impacted overall financial results.
“These times are unprecedented, and as a company, we were forced to make difficult but necessary decisions at the onset of the pandemic, including an 8% reduction in force that began in the March quarter and continued through the June quarter in order to protect the company while maintaining operations and supporting our customers,” said Michael Combs, CorVel’s President and CEO. “CorVel is a lean, fiscally conservative organization with solid business fundamentals and a strong balance sheet. Our team, systems, and distributed environment position us well to meet the needs of our customers during this unusual time. We enter this period from a position of strength. CorVel has thrived over the last 30 years, regardless of external challenges. I would like to thank all of the CorVel team members for their significant efforts to maintain operations, support our customers and communities with adaptability and resilience over the last several months,” continued Combs.
The Company is leveraging its expertise in technology and telehealth into expanded virtual services, with the goal of minimizing the spread of COVID-19 and of quickly identifying and safely treating all workers’ compensation cases.
The Company’s Virtual Care platform, which includes telehealth, ancillary benefit, case management and pharmacy services is now fully integrated with our 24/7 nurse triage services. In an industry where immediate access to care and a team approach to patient management are of the utmost importance, this integration significantly reduces traditional delays in care, avoids duplicative efforts and allows for efficient coordination of treatment of the injured worker.
The Virtual Care platform automates the integration of all medical notes, reports and documents in real time for the claims professional, customers and healthcare professionals. Through the Company’s directed care network injured workers can be promptly scheduled for virtual or onsite physical therapy, radiology services, and durable medical equipment. CorVel’s pharmacy services are coordinated with care management and can be delivered directly to patients at home. The Company's Virtual Care process provides industry leading connectivity from the onset of an injury through to return to work, allowing medical and claims professionals to achieve improved outcomes by focusing on the injured worker’s needs.
About CorVel
CorVel Corporation is a national provider of innovative workers’ compensation, auto, liability and health solutions for employers, third party administrators, insurance companies, and government agencies seeking to control costs and promote positive outcomes. We apply technology, intelligence, and a human touch throughout the risk management process so our clients can intervene early and often while being connected to the critical intelligence they need to proactively manage risk. With a robust technology platform at its core, our connected solution is delivered by a national team of associates who are committed to helping clients design and administer programs that meet their organization’s performance goals.
Safe Harbor Statement under the Private Securities Litigation Reform Act of 1995
All statements included in this press release, other than statements or characterizations of historical fact, are forward-looking statements. These forward-looking statements are based on the Company’s current expectations, estimates and projections about the Company, management’s beliefs, and certain assumptions made by the Company, and events beyond the Company’s control, all of which are subject to change. Such forward-looking statements include, but are not limited to, statements relating to the Company’s telehealth and virtual care services and the Company’s continued investment in these and other innovative technologies, and statements relating to the Company’s stock repurchase program and the timing of entering into a Rule 10b5-1 stock trading plan. These forward-looking statements are not guarantees of future results and are subject to risks, uncertainties and assumptions that could cause the Company’s actual results to differ materially and adversely from those expressed in any forward-looking statement, including the risk that the impact of the COVID-19 pandemic on our business, results of operations and financial condition is greater than our initial assessment; and the amount and timing of any stock repurchases under the Company’s stock repurchase program, if any, and the Company’s ability to repurchase shares of its common stock and how those repurchased shares may be used.
The risks and uncertainties referred to above include, but are not limited to, factors described in this press release and the Company’s filings with the Securities and Exchange Commission, including but not limited to “Risk Factors” in the Company’s Annual Report on Form 10-K for the year ended March 31, 2019 and the Company’s Quarterly Report on Form 10-Q for the quarters ended June 30, 2019, September 30, 2019, and December 31, 2019. The forward-looking statements in this press release speak only as of the date they are made. The Company undertakes no obligation to revise or update publicly any forward-looking statement for any reason.
CorVel Corporation Quarterly and Fiscal Results – Income Statement Quarters and Fiscal Year Ended March 31, 2020 and March 31, 2019
| Quarter Ended | March 31, 2020 | March 31, 2019 | ||
|---|---|---|---|---|
| Revenues | $ | 147,024,000 | $ | 151,084,000 |
| Cost of revenues | 116,333,000 | 118,472,000 | ||
| Gross profit | 30,691,000 | 32,612,000 | ||
| General and administrative | 15,865,000 | 16,462,000 | ||
| Income from operations | 14,826,000 | 16,150,000 | ||
| Income tax provision | 3,079,000 | 4,312,000 | ||
| Net income | $ | 11,747,000 | $ | 11,838,000 |
| Earnings Per Share: | ||||
| Basic | $ | 0.65 | $ | 0.64 |
| Diluted | $ | 0.64 | $ | 0.63 |
| Weighted Shares | ||||
| Basic | 18,074,000 | 18,622,000 | ||
| Diluted | 18,325,000 | 18,855,000 | ||
| Fiscal Year Ended | March 31, 2020 | March 31, 2019 | ||
| --- | --- | --- | --- | --- |
| Revenues | $ | 592,225,000 | $ | 595,740,000 |
| Cost of revenues | 466,304,000 | 470,931,000 | ||
| Gross profit | 125,921,000 | 124,809,000 | ||
| General and administrative | 65,210,000 | 63,296,000 | ||
| Income from operations | 60,711,000 | 61,513,000 | ||
| Income tax provision | 13,334,000 | 14,810,000 | ||
| Net income | $ | 47,377,000 | $ | 46,703,000 |
| Earnings Per Share: | ||||
| Basic | $ | 2.59 | $ | 2.48 |
| Diluted | $ | 2.55 | $ | 2.46 |
| Weighted Shares | ||||
| Basic | 18,326,000 | 18,794,000 | ||
| Diluted | 18,602,000 | 19,008,000 |
CorVel Corporation Quarterly Results – Condensed Balance Sheet March 31, 2020 and March 31, 2019
| March 31, 2020 | March 31, 2019 | |||||
|---|---|---|---|---|---|---|
| Cash | $ | 83,223,000 | $ | 91,713,000 | ||
| Customer deposits | 48,991,000 | 45,268,000 | ||||
| Accounts receivable, net | 65,767,000 | 71,336,000 | ||||
| Prepaid taxes and expenses | 11,010,000 | 7,176,000 | ||||
| Property, net | 75,900,000 | 61,980,000 | ||||
| Goodwill and other assets | 40,703,000 | 40,545,000 | ||||
| Right-of-use asset, net | 90,666,000 | — | ||||
| Total | $ | 416,260,000 | $ | 318,018,000 | ||
| Accounts and taxes payable | $ | 16,363,000 | $ | 11,478,000 | ||
| Accrued liabilities | 117,326,000 | 105,441,000 | ||||
| Deferred tax liability | 7,764,000 | 6,294,000 | ||||
| Long-term operating lease liabilities | 85,096,000 | — | ||||
| Paid-in capital | 168,937,000 | 155,801,000 | ||||
| Treasury stock | (531,763,000 | ) | (466,156,000 | ) | ||
| Retained earnings | 552,537,000 | 505,160,000 | ||||
| Total | $ | 416,260,000 | $ | 318,018,000 |