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): August 4, 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 August4, 2020, CorVel Corporation issued a press release announcing its financial results for the three months ended June 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 August 4, 2020, announcing CorVel Corporation’s financial results for the three months ended June 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: August 4, 2020 | By: | /s/ Brandon T. O’Brien |
| Brandon T. O’Brien | ||
| Chief Financial Officer |
crvl-ex991_6.htm
Exhibit 99.1
| Date: August 4, 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, August 4, 2020— CorVel Corporation (NASDAQ: CRVL) announced the results for the quarter ended June 30, 2020. Earnings per share for the quarter ended June 30, 2020 were 46 cents. Revenues for the period were $129.6 million. As much of CorVel’s business is tied to the volume of healthcare spending, the June quarter results reflect the reduction of elective surgeries and general physician care due to the pandemic. While business remains dynamic, transaction volumes increased incrementally each month. The quarter-ending cash balance was $94 million, an increase of $11 million from the end of the prior quarter.
As the Company navigated COVID-19, delivering and expanding virtual care solutions experienced accelerated milestones in the June quarter. The Company’s ongoing investments in technology allowed CorVel to quickly respond to the market needs by scaling telehealth physician capabilities as well as expanding tele-rehab, mail-order prescriptions, and home delivery of durable medical equipment.
During the quarter, the Company continued development of its integrated claims management platform, Care^MC^ Edge^SM^ with the release of the Insights interface. The enhancement provides risk managers complete visibility into the details of their claims. CorVel’s use of machine learning technology is expanding as investments in emerging technologies increases. The work with artificial intelligence, machine learning, and natural language processing is expected to improve outcomes, quality and consistency.
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, 2020 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 Results – Income Statement
Quarters Ended June 30, 2020 (unaudited) and June 30, 2019 (unaudited)
| Quarter Ended | June 30, 2020 | June 30, 2019 | ||
|---|---|---|---|---|
| Revenues | $ | 129,600,000 | $ | 150,139,000 |
| Cost of revenues | 103,091,000 | 117,005,000 | ||
| Gross profit | 26,509,000 | 33,134,000 | ||
| General and administrative | 15,585,000 | 15,752,000 | ||
| Income from operations | 10,924,000 | 17,382,000 | ||
| Income tax provision | 2,622,000 | 3,975,000 | ||
| Net income | $ | 8,302,000 | $ | 13,407,000 |
| Earnings Per Share: | ||||
| Basic | $ | 0.46 | $ | 0.72 |
| Diluted | $ | 0.46 | $ | 0.71 |
| Weighted Shares | ||||
| Basic | 17,983,000 | 18,524,000 | ||
| Diluted | 18,114,000 | 18,787,000 |
CorVel Corporation
Quarterly Results – Condensed Balance Sheet
June 30, 2020 (unaudited) and March 31, 2020 (audited)
| June 30, 2020 | March 31, 2020 | |||||
|---|---|---|---|---|---|---|
| Cash | $ | 94,111,000 | $ | 83,223,000 | ||
| Customer deposits | 52,689,000 | 48,991,000 | ||||
| Accounts receivable, net | 67,469,000 | 65,767,000 | ||||
| Prepaid taxes and expenses | 10,167,000 | 11,010,000 | ||||
| Property, net | 74,360,000 | 75,900,000 | ||||
| Goodwill and other assets | 39,963,000 | 40,703,000 | ||||
| Right-of-use asset, net | 86,250,000 | 90,666,000 | ||||
| Total | $ | 425,009,000 | $ | 416,260,000 | ||
| Accounts and taxes payable | $ | 16,618,000 | $ | 16,363,000 | ||
| Accrued liabilities | 121,917,000 | 117,326,000 | ||||
| Deferred tax liability | 7,515,000 | 7,764,000 | ||||
| Long-term operating lease liabilities | 80,867,000 | 85,096,000 | ||||
| Paid-in capital | 171,415,000 | 168,938,000 | ||||
| Treasury stock | (534,162,000 | ) | (531,764,000 | ) | ||
| Retained earnings | 560,839,000 | 552,537,000 | ||||
| Total | $ | 425,009,000 | $ | 416,260,000 |