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): November 3, 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.) |
| 1920 Main Street, Suite 900 <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 November 3, 2020, CorVel Corporation issued a press release announcing its financial results for the three months ended September 30, 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
| Exhibit<br><br><br>Number | Description |
|---|---|
| 99.1 | Press Release, dated November 3, 2020, announcing CorVel Corporation’s financial results for the three months ended September 30, 2020 (furnished herewith but not filed pursuant to Item 2.02). |
| 104 | Cover Page Interactive Data file (embedded within the Inline XBRL document). |
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: November 3, 2020 | By: | /s/ Brandon T. O’Brien |
| Brandon T. O’Brien | ||
| Chief Financial Officer |
crvl-ex991_6.htm
Exhibit 99.1
| Date: November 3, 2020 | CorVel Corporation |
|---|---|
| 1920 Main Street | |
| Suite 900 | |
| Irvine, CA 92614 | |
| FOR IMMEDIATE RELEASE | Contact: Melissa Storan |
| Phone: 949-851-1473 | |
| http://www.corvel.com |
CorVel Announces Revenues and Earnings
IRVINE, California, November 3, 2020— CorVel Corporation (NASDAQ: CRVL) announced its results for the quarter ended September 30, 2020. Earnings per share for the quarter ended September 30, 2020 were 65 cents. Revenues for the period were $136 million. Earnings per share for the six months ended September 30, 2020 were $1.11 and revenues for the six months ended September 30, 2020 were $266 million.
While global economic uncertainty remains, CorVel’s business fundamentals are sound and performed well during the quarter. In conjunction with robust year-to-date sales of new business, adjustments made to operational parameters in response to the pandemic contributed to strong cash flows.
The pandemic has accelerated adoption of new technology and driven the Company’s digital strategy forward. CorVel was the first third-party administrator (TPA) to introduce a patient advocacy model coupled with telehealth more than five years ago. Over these last six months, CorVel has seen an exponential increase in telehealth usage, with a corresponding improvement in results achieved.
The broader healthcare market continues to be important to CorVel’s overall results and future plans. While the healthcare market has experienced consolidation and a move towards internalizing payment integrity functions, CERIS has forged several additional long-term partnerships covering one-third of the covered lives in the U.S. These strategic alliances improve healthcare payment operations through innovative technology and generate cost savings by identifying and reducing inappropriate spending.
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 services and the Company’s continued investment in these and other innovative technologies, and statements relating to the Company’s strategic alliances within the healthcare market. 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.
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, 2020 and the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2020. 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 Results – Income Statement
Quarters and Six Months Ended September 30, 2020 (unaudited) and September 30, 2019 (unaudited)
| Quarter Ended | September 30, 2020 | September 30, 2019 | ||
|---|---|---|---|---|
| Revenues | $ | 136,028,000 | $ | 146,970,000 |
| Cost of revenues | 105,525,000 | 114,127,000 | ||
| Gross profit | 30,503,000 | 32,843,000 | ||
| General and administrative | 15,560,000 | 16,593,000 | ||
| Income from operations | 14,943,000 | 16,250,000 | ||
| Income tax provision | 3,078,000 | 3,379,000 | ||
| Net income | $ | 11,865,000 | $ | 12,871,000 |
| Earnings Per Share: | ||||
| Basic | $ | 0.66 | $ | 0.70 |
| Diluted | $ | 0.65 | $ | 0.69 |
| Weighted Shares | ||||
| Basic | 17,937,000 | 18,452,000 | ||
| Diluted | 18,174,000 | 18,771,000 | ||
| Six Months Ended | September 30, 2020 | September 30, 2019 | ||
| --- | --- | --- | --- | --- |
| Revenues | $ | 265,628,000 | $ | 297,109,000 |
| Cost of revenues | 208,616,000 | 231,132,000 | ||
| Gross profit | 57,012,000 | 65,977,000 | ||
| General and administrative | 31,145,000 | 32,345,000 | ||
| Income from operations | 25,867,000 | 33,632,000 | ||
| Income tax provision | 5,700,000 | 7,354,000 | ||
| Net income | $ | 20,167,000 | $ | 26,278,000 |
| Earnings Per Share: | ||||
| Basic | $ | 1.12 | $ | 1.42 |
| Diluted | $ | 1.11 | $ | 1.40 |
| Weighted Shares | ||||
| Basic | 17,960,000 | 18,488,000 | ||
| Diluted | 18,144,000 | 18,779,000 |
CorVel Corporation
Quarterly Results – Condensed Balance Sheet
September 30, 2020 (unaudited) and March 31, 2020 (audited)
| September 30, 2020 | March 31, 2020 | |||||
|---|---|---|---|---|---|---|
| Cash | $ | 106,082,000 | $ | 83,223,000 | ||
| Customer deposits | 52,570,000 | 48,991,000 | ||||
| Accounts receivable, net | 73,095,000 | 65,767,000 | ||||
| Prepaid taxes and expenses | 10,561,000 | 11,010,000 | ||||
| Property, net | 71,980,000 | 75,900,000 | ||||
| Goodwill and other assets | 39,792,000 | 40,703,000 | ||||
| Right-of-use asset, net | 87,500,000 | 90,666,000 | ||||
| Total | $ | 441,580,000 | $ | 416,260,000 | ||
| Accounts and taxes payable | $ | 13,309,000 | $ | 16,363,000 | ||
| Accrued liabilities | 135,768,000 | 117,326,000 | ||||
| Deferred tax liability | 7,205,000 | 7,764,000 | ||||
| Long-term operating lease liabilities | 82,898,000 | 85,096,000 | ||||
| Paid-in capital | 175,900,000 | 168,938,000 | ||||
| Treasury stock | (546,204,000 | ) | (531,764,000 | ) | ||
| Retained earnings | 572,704,000 | 552,537,000 | ||||
| Total | $ | 441,580,000 | $ | 416,260,000 |