Corvel Corp 10-K/A, filed Aug 21, 2020
Corvel Corp (CRVL)
About this 10-K/A
Corvel Corp filed this 10-K/A on August 21, 2020, covering the fiscal year ended March 31, 2020.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form
(Amendment No. 1)
(Mark One)
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ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the fiscal year ended
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
FOR THE TRANSITION PERIOD FROM TO
Commission File Number
(Exact name of registrant as specified in its charter)
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Registrant’s telephone number, including area code: (
Securities registered pursuant to Section 12(b) of the Act:
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Securities registered pursuant to Section 12(g) of the Act: None
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. YES ☐ NO ☒
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act. YES ☐ NO ☒
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 ☒ NO ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). YES ☒ NO ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
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Large accelerated filer |
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Accelerated filer |
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Non-accelerated filer |
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Small reporting company |
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Emerging growth company |
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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. ☐
Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☒
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). YES
As of September 30, 2019, the aggregate market value of the registrant’s voting and non-voting common equity held by non-affiliates of the registrant was approximately $
The number of shares of registrant’s Common Stock outstanding as of June 8, 2020 was
DOCUMENTS INCORPORATED BY REFERENCE
CORVEL CORPORATION
2020 FORM 10-K/A ANNUAL REPORT
TABLE OF CONTENTS
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Item 15. |
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3 |
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Item 16. |
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EXPLANATORY NOTE
CorVel Corporation (the “Company”) is filing this Amendment No. 1 on Form 10-K/A to its Annual Report on Form 10-K for the fiscal year ended March 31, 2020, as originally filed with the Securities and Exchange Commission on June 10, 2020 (the “Original Form 10-K”), solely to revise Exhibit No. 23.1 to correct an inadvertent typographical error and to revise the related parts of the exhibit list. Exhibit No. 23.1 in the Original Form 10-K incorrectly identified the date of the auditors’ report as June 10, 2019 instead of June 10, 2020. A new consent with the corrected date reference is filed as Exhibit No. 23.1 attached hereto.
In addition, pursuant to Rule 12b-15 under the Securities Exchange Act of 1934, this Amendment No. 1 includes currently dated certifications from the Company’s Chief Executive Officer and Chief Financial Officer as required by Sections 302 and 906 of the Sarbanes-Oxley Act of 2002.
This Amendment No. 1 speaks only as of the original filing date of the Original Form 10-K and reflects only the changes discussed above. This Amendment No. 1 does not reflect events occurring after the filing of the Original Form 10-K or modify or update those disclosures affected by subsequent events. Except for the changes to the exhibit list and certain of the exhibits, no other modifications, amendments, revisions or updates have been made to any other items, disclosures, information or financial statements contained in the Original Form 10-K.
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PART IV
Item 15. Exhibit and Financial Statement Schedules.
(a)(1) Financial Statements:
The Company’s financial statements appear in a separate section of this annual report, beginning on the pages referenced below:
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Report of Independent Registered Public Accounting Firm |
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Consolidated Balance Sheets as of March 31, 2020 and 2019 |
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Consolidated Statements of Income for the Fiscal Years Ended March 31, 2020, 2019 and 2018 |
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Consolidated Statements of Stockholders’ Equity for the Fiscal Years Ended March 31, 2020, 2019 and 2018 |
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Consolidated Statements of Cash Flows for the Fiscal Years Ended March 31, 2020, 2019 and 2018 |
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Notes to Consolidated Financial Statements |
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(a)(2) Financial Statement Schedule:
The Company’s consolidated financial statements, as listed under Item 15(a)(1), appear in a separate section of this annual report and are incorporated herein by this reference. The Company’s financial statement schedule is as follows:
Schedule II — Valuation and Qualifying Accounts
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Balance at Beginning of Year |
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Additions Charged to Cost and Expenses |
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Deductions |
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Balance at End of Year |
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Allowance for doubtful accounts: |
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Fiscal Year Ended March 31, 2020: |
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$ |
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$ |
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Fiscal Year Ended March 31, 2019: |
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Fiscal Year Ended March 31, 2018: |
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(a)(3) Exhibits:
EXHIBITS
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Exhibit No. |
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Method of Filing |
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3.1 |
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Amended and Restated Certificate of Incorporation of the Company |
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Incorporated herein by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed on August 10, 2011. |
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3.2 |
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Incorporated herein by reference to Exhibit 3.2 to the Company’s Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2006 filed on August 14, 2006. |
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3.3 |
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Incorporated herein by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed on November 24, 2008. |
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4.1 |
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Incorporated herein by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed on November 24, 2008. |
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4.2 |
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Previously filed. |
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10.1* |
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Restated Omnibus Incentive Plan (Formerly The Restated 1988 Executive Stock Option Plan) |
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Incorporated herein by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on August 8, 2018. |
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10.2* |
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Incorporated herein by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed on August 8, 2018, Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2006 filed on November 9, 2006, Exhibits 10.7, 10.8 and 10.9 to the Company’s Annual Report on Form 10-K for the fiscal year ended March 31, 1994 filed on June 29, 1994, Exhibits 99.2, 99.3, 99.4, 99.5, 99.6, 99.7 and 99.8 to the Company’s Registration Statement on Form S-8 (File No. 333-94440) filed on July 10, 1995, and Exhibits 99.3 and 99.5 to the Company’s Registration Statement on Form S-8 (File No. 333-58455) filed on July 2, 1998. |
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10.3* |
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Incorporated herein by reference to Exhibit 10.4 to the Company’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2015 filed on November 5, 2015. |
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10.4 |
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Fidelity Master Plan for Savings and Investment, and amendments (P) Paper filing |
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Incorporated herein by reference to Exhibits 10.16 and 10.16A to the Company’s Registration Statement on Form S-1 Registration No. 33-40629 initially filed on May 16, 1991. |
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Exhibit No. |
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Method of Filing |
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10.5 |
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Incorporated herein by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed on November 24, 2008. |
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10.6* |
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Incorporated herein by reference to Exhibit 10.37 to the Company’s Annual Report on Form 10-K for the fiscal year ended March 31, 2019 filed on June 7, 2019. |
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10.7* |
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Incorporated herein by reference to Exhibit 10.38 to the Company’s Annual Report on Form 10-K for the fiscal year ended March 31, 2019 filed on June 7, 2019. |
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10.8* |
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Incorporated herein by reference to Exhibit 10.39 to the Company’s Annual Report on Form 10-K for the fiscal year ended March 31, 2019 filed on June 7, 2019. |
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10.9*† |
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Previously filed. |
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10.10*† |
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Previously filed. |
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10.11*† |
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Previously filed. |
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10.12*† |
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Previously filed. |
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10.13*† |
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Previously filed. |
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10.14*† |
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Previously filed. |
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10.15*†
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Previously filed. |
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Exhibit No. |
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Method of Filing |
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10.16*† |
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Previously filed. |
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10.17*† |
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Previously filed. |
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10.18*† |
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Previously filed. |
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10.19*† |
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Previously filed. |
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10.20*† |
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Previously filed. |
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10.21*† |
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Previously filed. |
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10.22*† |
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Incorporated herein by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K/A filed on December 31, 2019. |
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10.23*† |
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Incorporated herein by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K/A filed on December 31, 2019. |
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10.24*† |
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Incorporated herein by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K/A filed on December 31, 2019. |
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10.25*† |
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Incorporated herein by reference to Exhibit 10.4 to the Company’s Current Report on Form 8-K/A filed on December 31, 2019. |
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10.26*† |
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Incorporated herein by reference to Exhibit 10.5 to the Company’s Current Report on Form 8-K/A filed on December 31, 2019. |
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10.27*† |
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Incorporated herein by reference to Exhibit 10.6 to the Company’s Current Report on Form 8-K/A filed on December 31, 2019. |
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21.1 |
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Previously filed. |
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23.1 |
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Consent of Independent Registered Public Accounting Firm, Haskell & White LLP. |
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Filed herewith. |
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31.1 |
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Filed herewith. |
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31.2 |
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Filed herewith. |
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32.1 |
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Furnished herewith. |
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Exhibit No. |
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Method of Filing |
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32.2 |
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Furnished herewith. |
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101.0 |
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The following materials from CorVel Corporation's Annual Report on Form 10-K for the fiscal year ended March 31, 2020, formatted in XBRL (eXtensible Business Reporting Language): (i) Consolidated Balance Sheets as of March 31, 2020 and March 31, 2019; (ii) Consolidated Statements of Income for the fiscal years ended March 31, 2020, 2019 and 2018; (iii) Consolidated Statements of Stockholders' Equity for the fiscal years ended March 31, 2020, 2019 and 2018; (iv) Consolidated Statements of Cash Flows for the fiscal years ended March 31, 2020, 2019 and 2018; and (v) Notes to Consolidated Financial Statements |
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Previously furnished. |
104The cover page for the Company’s Annual Report on Form 10-K/A for the year ended March 31, 2020, has been formatted in Inline XBRL.
* - Denotes management contract or compensatory plan or arrangement.
† - Certain confidential information contained in this exhibit has been omitted by means of redacting a portion of the text and replacing it with empty brackets indicated by [ ], pursuant to Regulation S-K Item 601(b)(10)(iv) of the Securities Act of 1933, as amended. Certain confidential information has been excluded from the exhibit because it (i) is not material and (ii) would likely cause competitive harm to CorVel if publicly disclosed. An unredacted copy of the exhibit will be provided on a supplemental basis to the SEC upon request.
(P) – Previously filed only in paper.
(b) Exhibits
The exhibits filed as part of this annual report are listed under Item 15(a)(3) of this annual report.
(c) Financial Statement Schedule
The Financial Statement Schedule required by Regulation S-X and Item 8 of Form 10-K is listed under Item 15(a)(2) of this annual report.
Item 16. Form 10-K Summary.
None.
7
SIGNATURES
Pursuant to the requirements of Section 13 or 15 (d) 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.
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Corvel Corporation |
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By: |
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/s/ Michael G. Combs |
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Michael G. Combs |
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Chief Executive Officer and President |
Date: August 21, 2020
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
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Signature |
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Date |
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/s/ Michael G. Combs |
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Chief Executive Officer and President |
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August 21, 2020 |
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Michael G. Combs |
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(Principal Executive Officer) |
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/s/ Brandon T. O’Brien |
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Chief Financial Officer |
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August 21, 2020 |
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Brandon T. O’Brien |
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(Principal Financial Officer) |
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/s/ Jennifer L. Yoss |
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Vice President, Accounting |
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August 21, 2020 |
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Jennifer L. Yoss |
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(Principal Accounting Officer) |
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