-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, R9MDtf5Njpy76/+WfMvb4XqYmovMzmMInLsC8W9+wN/d3bDWBOUZ/6jKzXvFRFFS zEbLRgw8veNf16/URuOvGQ== 0000950134-05-013995.txt : 20050726 0000950134-05-013995.hdr.sgml : 20050726 20050726090036 ACCESSION NUMBER: 0000950134-05-013995 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20050726 ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20050726 DATE AS OF CHANGE: 20050726 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CORVEL CORP CENTRAL INDEX KEY: 0000874866 STANDARD INDUSTRIAL CLASSIFICATION: INSURANCE AGENTS BROKERS & SERVICES [6411] IRS NUMBER: 330282651 STATE OF INCORPORATION: DE FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-19291 FILM NUMBER: 05972862 BUSINESS ADDRESS: STREET 1: 2010 MAIN STREE STREET 2: SUITE 1020 CITY: IRVINE STATE: CA ZIP: 92614 BUSINESS PHONE: 9498511473 MAIL ADDRESS: STREET 1: 2010 MAIN STREET STREET 2: SUITE 1020 CITY: IRVINE STATE: CA ZIP: 92614 FORMER COMPANY: FORMER CONFORMED NAME: FORTIS CORP DATE OF NAME CHANGE: 19600201 8-K 1 a11005e8vk.htm FORM 8-K e8vk
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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): July 26, 2005
CorVel Corporation
 
(Exact Name of Registrant as Specified in Its Charter)
         
Delaware   000-19291   33-0282651
         
(State or Other Jurisdiction of
Incorporation)
  (Commission File Number)   (IRS Employer
Identification No.)
2010 Main Street, Suite 600, 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 Instruction A.2. below):
     
o
  Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o
  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o
  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o
  Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 
 

 


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Item 2.02. Results of Operations and Financial Condition.
Item 9.01. Financial Statements, Pro Forma Financial Information and Exhibits.
SIGNATURE
Index to Exhibits
EXHIBIT 99.1


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Item 2.02. Results of Operations and Financial Condition.
     On July 26, 2005, CorVel Corporation issued a press release announcing its financial results for the three months ended June 30, 2005. 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.
     (c) Exhibits
             
    Exhibit No.   Description of Exhibit
 
    99.1     Press Release, dated July 26, 2005 announcing CorVel Corporation’s financial results for the three months ended June 30, 2005 (furnished herewith but not filed pursuant to Item 9.01).

2


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SIGNATURE
     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 hereunto duly authorized.
July 26, 2005
         
  CORVEL CORPORATION,
a Delaware corporation
(Registrant)
 
 
  By:   /s/ RICHARD J. SCHWEPPE    
    Richard J. Schweppe   
    Chief Financial Officer and Secretary   
 

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Index to Exhibits
     
Exhibit No.   Description of Exhibit
99.1
  Press Release, dated July 26, 2005, announcing CorVel Corporation’s financial results for the three months ended June 30, 2005 (furnished herewith but not filed pursuant to Item 9.01).

4

EX-99.1 2 a11005exv99w1.htm EXHIBIT 99.1 exv99w1
 

Exhibit 99.1
NEWS RELEASE
     
Date: July 26, 2005
  CorVel Corporation
 
  2010 Main Street
 
  Suite 600
 
  Irvine, CA 92614
 
   
FOR IMMEDIATE RELEASE
  Contact: Richard Schweppe
 
  Phone: 949-851-1473
 
  http://www.corvel.com
CorVel Announces Revenues and Earnings
IRVINE, California, July 26, 2005 – CorVel Corporation (NASDAQ: CRVLE) reported earnings per share of $0.28 for the quarter ended June 30, 2005, compared to earnings per share of $0.32 for the same quarter of the prior year. Net income for the quarter was $2.8 million compared to $3.4 million for the prior year’s June quarter. June quarter revenues were $70.7 million, down 7% from $76.3 million in the June quarter of 2004. Shares outstanding were reduced in line with revenues, however, the increased cost of regulatory compliance resulted in a reduction in earnings per share.
During the quarter the national economy continued to show an improving jobs market. Workers’ compensation claims lag the economy, though, and industry claims volumes have remained soft. Gross margins expanded in the quarter as Network Solutions revenues increased as a percent of total revenues. Network Solutions results improved as new product revenue expanded. The Company has been increasing prices in its patient management service line. Case management referral volume was soft in the June quarter.
The expansion of the Company’s medical review product line continues to be the primary focus of business development activities. Investments in artificial intelligence and document management have combined to enable advances in workflow management. Medical documents can now be placed with the most appropriate review resources, creating industry-leading outcomes for employers. Substantial restructuring of internal processes were required over the last two years to incorporate this technology. Achieving the resulting economies will be a priority over the coming year.
Despite diligent efforts, the work necessary to complete the Company’s Form 10-K was not completed by the filing date. The Company’s registered public accounting firm is reviewing the Company’s internal controls as required by Section 404 of the Sarbanes-Oxley Act of 2002. The Company intends to complete and file its Form 10-K as soon as possible.

 


 

About CorVel
CorVel Corporation (http://www.corvel.com) is a national provider of leading-edge services and solutions in the field of managed healthcare. CorVel specializes in applying information technology and e-commerce applications to improve healthcare management in the workers’ compensation, group health, auto and disability management insurance markets. The Company provides networks of preferred providers, case management, utilization management, independent medical evaluations and medical bill review to more than 2000 clients through its nationwide branch office network. Leveraging its commitment to flexibility and personal service, CorVel delivers custom solutions for employers, insurers, third party administrators and government entities.
Safe Harbor Statement under the Private Securities Litigation Reform Act of 1995
     All statements included in this report, 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 financial statements, the Company’s ability to file its Form 10-K, Grant Thornton LLP’s ability to issue a report attesting to management’s assessment of the effectiveness of the Company’s internal controls over financial reporting, the Company’s inability to satisfy the listing requirements of the Nasdaq Stock Market and the possible delistment of the Company common stock from the Nasdaq Stock Market. Forward-looking statements can often be identified by words such as “anticipates,” “expects,” “intends,” “plans,” “predicts,” “believes,” “seeks,” “estimates,” “may,” “will,” “should,” “would,” “could,” “likely,” “potential,” “continue,” “ongoing,” similar expressions, and variations or negatives of these words. 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.
     The risks and uncertainties referred to above include, but are not limited to, risks relating to the Company’s ability to file its annual report on Form 10-K as indicated or to receive when expected from its external auditors an audit report on its financial statements and an attestation report on management’s assessment of internal control over financial reporting; risks relating to the Company’s ability to maintain an effective system of internal control over financial reporting; risks that significant deficiencies and/or material weaknesses will be identified; and other factors described in this report and the Company’s filings with the Securities and Exchange Commission, including “Risk Factors” in the Company’s Quarterly Report on Form 10-Q for the quarter ended December 31, 2004. The forward-looking statements in this report 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
Income Statement
Unaudited — Three months ended June 30, 2004 and June 30, 2005
                 
    Three months     Three months  
    ended June 30, 2004     ended June 30, 2005  
Revenues
  $ 76,256,000     $ 70,667,000  
Cost of revenues
    63,347,000       58,663,000  
     
Gross profit
    12,909,000       12,004,000  
General and administrative expense
    7,363,000       7,434,000  
     
Income before income taxes
    5,546,000       4,570,000  
Income taxes
    2,135,000       1,760,000  
     
Net income
  $ 3,411,000     $ 2,810,000  
     
 
               
Earnings per share:
               
Basic
  $ 0.32     $ 0.28  
Diluted
  $ 0.32     $ 0.28  
 
               
Weighted average shares
               
Basic
    10,582,000       9,960,000  
Diluted
    10,704,000       10,020,000  
Balance Sheet
Unaudited — As of March 31, 2005 and June 30, 2005
                 
    March 31, 2005     June 30, 2005  
Assets
               
Cash and cash equivalents
  $ 8,945,000     $ 9,970,000  
Accounts receivable, net
    45,611,000       43,916,000  
Prepaid taxes and expenses
    3,891,000       2,965,000  
Deferred income tax assets
    4,152,000       4,451,000  
Property and equipment, net
    29,649,000       30,110,000  
Goodwill and other assets
    13,045,000       13,028,000  
     
TOTAL ASSETS
  $ 105,293,000     $ 104,440,000  
     
Liabilities and Stockholders’ Equity
               
Accounts and taxes payable
  $ 12,293,000     $ 14,552,000  
Accrued Liabilities
    11,059,000       9,782,000  
Deferred income tax liability
    7,700,000       7,185,000  
Common stock and paid-in capital
    57,672,000       59,754,000  
Treasury stock
    (113,481,000 )     (119,693,000 )
Retained earnings
    130,050,000       132,860,000  
     
TOTAL LIABILITIES AND EQUITY
  $ 105,293,000     $ 104,440,000  
     

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