crvl-10ka_20200331.htm
true 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. 2020 FY 0000874866 --03-31 No Yes No Large Accelerated Filer Yes 2020 0000874866 2019-04-01 2020-03-31 xbrli:shares 0000874866 2020-06-08 iso4217:USD 0000874866 2019-09-30 0000874866 us-gaap:AllowanceForCreditLossMember 2019-03-31 0000874866 us-gaap:AllowanceForCreditLossMember 2018-03-31 0000874866 us-gaap:AllowanceForCreditLossMember 2017-03-31 0000874866 us-gaap:AllowanceForCreditLossMember 2019-04-01 2020-03-31 0000874866 us-gaap:AllowanceForCreditLossMember 2018-04-01 2019-03-31 0000874866 us-gaap:AllowanceForCreditLossMember 2017-04-01 2018-03-31 0000874866 us-gaap:AllowanceForCreditLossMember 2020-03-31

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

Form 10-K/A

 

(Amendment No. 1)

(Mark One)

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended March 31, 2020

OR

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 0-19291

 

CorVel Corporation

(Exact name of registrant as specified in its charter)

 

 

Delaware

33-0282651

( State or other jurisdiction of

incorporation or organization)

(I.R.S. Employer

Identification No.)

1920 Main Street, Suite 900

Irvine, California

92614

(Address of principal executive offices)

(Zip Code)

Registrant’s telephone number, including area code: (949851-1473

 

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

 

Trading Symbol(s)

 

Name of each exchange on which registered

Common Stock, Par Value $0.0001 Per Share

 

CRVL

 

NASDAQ Global Select Market

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.

 

Large accelerated filer

 

  

Accelerated filer

 

 

 

 

 

Non-accelerated filer

 

  

Small reporting company

 

 

 

 

 

 

 

 

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.  

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   NO 

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 $710,500,000 based on the closing price per share of $75.70 for the registrant’s common stock as reported on the Nasdaq Global Select Market on such date multiplied by 9,385,733 shares (total outstanding shares of 18,364,416 less 8,978,683 shares held by affiliates) of the registrant’s common stock which were outstanding on such date.  For the purposes of the foregoing calculation only, all of registrant’s directors, executive officers and persons known to the registrant to hold ten percent or greater of the registrant’s outstanding common stock have been excluded in that such persons may be deemed to be affiliates.  This determination of affiliate status is not necessarily a conclusive determination for other purposes.

The number of shares of registrant’s Common Stock outstanding as of June 8, 2020 was 18,006,239.

DOCUMENTS INCORPORATED BY REFERENCE

Information required by Items 10 through 14 of Part III of this Form 10-K, to the extent not set forth herein, is incorporated herein by reference to portions of the registrant’s definitive proxy statement for the registrant’s 2020 Annual Meeting of Stockholders, which will be filed with the Securities and Exchange Commission not later than 120 days after the end of the fiscal year ended March 31, 2020.  Except with respect to the information specifically incorporated by reference in this Form 10-K, the registrant’s definitive proxy statement is not deemed to be filed as a part of this Form 10-K.

 

 

 

 


 

CORVEL CORPORATION

2020 FORM 10-K/A ANNUAL REPORT

TABLE OF CONTENTS

 

 

 

 

 

Page

 

 

PART IV

 

 

 

 

 

 

 

Item 15.

 

Exhibit and Financial Statement Schedules

 

3

 

 

 

 

 

Item 16.

 

Form 10-K Summary

 

7

 

 

 

 

 

 

 

Signatures

 

8

 

 

 

i


 

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.

2


 

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:

 

Report of Independent Registered Public Accounting Firm

 

 

 

 

 

Consolidated Balance Sheets as of March 31, 2020 and 2019

 

 

 

 

 

Consolidated Statements of Income for the Fiscal Years Ended March 31, 2020, 2019 and 2018

 

 

 

 

 

Consolidated Statements of Stockholders’ Equity for the Fiscal Years Ended March 31, 2020, 2019 and 2018

 

 

 

 

 

Consolidated Statements of Cash Flows for the Fiscal Years Ended March 31, 2020, 2019 and 2018

 

 

 

 

 

Notes to Consolidated Financial Statements

 

 

 

(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

 

 

 

Balance at

Beginning of Year

 

 

Additions

Charged to Cost

and Expenses

 

 

Deductions

 

 

Balance at

End of Year

 

Allowance for doubtful accounts:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Fiscal Year Ended March 31, 2020:

 

$

5,508,000

 

 

$

1,606,000

 

 

$

(1,981,000

)

 

$

5,133,000

 

Fiscal Year Ended March 31, 2019:

 

 

4,551,000

 

 

 

1,875,000

 

 

 

(918,000

)

 

 

5,508,000

 

Fiscal Year Ended March 31, 2018:

 

 

3,001,000

 

 

 

2,559,000

 

 

 

(1,009,000

)

 

 

4,551,000

 

 

3


 

(a)(3) Exhibits:

EXHIBITS

 

Exhibit

No.

 

Title

 

Method of Filing

 

 

 

 

 

    3.1

 

Amended and Restated Certificate of Incorporation of the Company

 

Incorporated herein by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed on August 10, 2011.

 

 

 

 

 

    3.2

 

Amended and Restated Bylaws of the Company

 

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.

 

 

 

 

 

    3.3

 

Certificate of Designation Increasing the Number of Shares of Series A Junior Participating Preferred Stock

 

Incorporated herein by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed on November 24, 2008.

 

 

 

 

 

    4.1

 

Second Amended and Restated Preferred Shares Rights Agreement, dated as of November 17, 2008, by and between CorVel Corporation and Computershare Trust Company, N.A., including the original Certificate of Designation, the Certificate of Designation Increasing the Number of Shares, the form of Right Certificate (as amended) and the Summary of Rights (as amended) attached thereto as Exhibits A-1, A-2, A-3, B and C, respectively

 

Incorporated herein by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed on November 24, 2008.

 

 

 

 

 

    4.2

 

Description of Securities

 

Previously filed.

 

 

 

 

 

  10.1*

 

Restated Omnibus Incentive Plan (Formerly The Restated 1988 Executive Stock Option Plan)

 

Incorporated herein by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on August 8, 2018.

 

 

 

 

 

  10.2*

 

Forms of Notice of Grant of Stock Option, Stock Option Agreement and Notice of Exercise Under the Restated Omnibus Incentive Plan (Formerly The Restated 1988 Executive Stock Option)

 

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.

 

 

 

 

 

  10.3*

 

Restated 1991 Employee Stock Purchase Plan, as amended

 

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.

 

 

 

 

 

  10.4

 

Fidelity Master Plan for Savings and Investment, and amendments (P) Paper filing

 

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.

4


 

Exhibit

No.

 

Title

 

Method of Filing

 

 

 

 

 

  10.5

 

Second Amended and Restated Preferred Shares Rights Agreement, dated as of November 17, 2008, by and between CorVel Corporation and Computershare Trust Company, N.A., including the original Certificate of Designation, the Certificate of  Designation Increasing the Number of Shares, the form of Rights Certificate (as amended) and the Summary of Rights (as amended) attached thereto as Exhibits A-1, A-2, A-3, B and C, respectively

 

Incorporated herein by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed on November 24, 2008.

 

 

 

 

 

  10.6*

 

Stock option agreement dated November 10, 2015, between the Company and Richard J. Schweppe, providing performance vesting.

 

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.

 

 

 

 

 

  10.7*

 

Stock option agreement dated November 10, 2015, between the Company and Michael G. Combs, providing performance vesting.

 

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.

 

 

 

 

 

  10.8*

 

Stock option agreement dated November 10, 2015, between the Company and Diane J. Blaha, providing performance vesting.

 

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.

 

 

 

 

 

  10.9*†

 

Stock option agreement dated November 3, 2016 between the Company and Michael G. Combs, providing for performance vesting.

 

Previously filed.

 

 

 

 

 

  10.10*†

 

Stock option agreement dated November 3, 2016 between the Company and Diane J. Blaha, providing for performance vesting.

 

Previously filed.

 

 

 

 

 

  10.11*†

 

Stock option agreement dated November 3, 2016 between the Company Richard J. Schweppe, providing for performance vesting.

 

Previously filed.

 

 

 

 

 

  10.12*†

 

Stock Option Agreement dated November 2, 2017 by and between CorVel Corporation and Michael G. Combs, providing for performance vesting.

 

Previously filed.

 

 

 

 

 

  10.13*†

 

Stock Option Agreement dated November 2, 2017 by and between CorVel Corporation and Diane J. Blaha, providing for performance vesting.

 

Previously filed.

 

 

 

 

 

  10.14*†

 

Stock Option Agreement dated November 2, 2017 by and between CorVel Corporation and Michael D. Saverien, providing for performance vesting.

 

Previously filed.

 

 

 

 

 

  10.15*†

 

 

Stock Option Agreement dated November 2, 2017 by and between CorVel and Corporation and Maxim Shishin, providing for performance vesting.

 

 

Previously filed.

5


 

Exhibit

No.

 

Title

 

Method of Filing

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

  10.16*†

 

Stock Option Agreement dated November 1, 2018 by and between CorVel Corporation and Michael G. Combs, providing for performance vesting.

 

Previously filed.

 

 

 

 

 

  10.17*†

 

Stock Option Agreement dated November 1, 2018 by and between CorVel Corporation and Diane J. Blaha, providing for performance vesting.

 

Previously filed.

 

 

 

 

 

  10.18*†

 

Stock Option Agreement dated November 1, 2018 by and between CorVel Corporation and Michael D. Saverien, providing for performance vesting.

 

Previously filed.

 

 

 

 

 

  10.19*†

 

Stock Option Agreement dated November 1, 2018 by and between CorVel and Corporation and Maxim Shishin, providing for performance vesting.

 

Previously filed.

 

 

 

 

 

  10.20*†

 

Stock Option Agreement dated November 1, 2018 by and between CorVel and Corporation and Brandon O’Brien, providing for performance vesting.

 

Previously filed.

 

 

 

 

 

  10.21*†

 

Stock Option Agreement dated November 1, 2018 by and between CorVel and Corporation and Jennifer Yoss, providing for performance vesting.

 

Previously filed.

 

 

 

 

 

  10.22*†

 

Stock Option Agreement granted November 5, 2019 by and between CorVel Corporation and Michael G. Combs, providing for performance vesting.

 

Incorporated herein by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K/A filed on December 31, 2019.

 

 

 

 

 

  10.23*†

 

Stock Option Agreement granted November 5, 2019 by and between CorVel Corporation and Brandon T. O’Brien, providing for performance vesting.

 

Incorporated herein by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K/A filed on December 31, 2019.

 

 

 

 

 

  10.24*†

 

Stock Option Agreement granted November 5, 2019 by and between CorVel Corporation and Diane J. Blaha, providing for performance vesting.

 

Incorporated herein by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K/A filed on December 31, 2019.

 

 

 

 

 

  10.25*†

 

Stock Option Agreement granted November 5, 2019 by and between CorVel Corporation and Michael D. Saverien, providing for performance vesting.

 

Incorporated herein by reference to Exhibit 10.4 to the Company’s Current Report on Form 8-K/A filed on December 31, 2019.

 

 

 

 

 

  10.26*†

 

Stock Option Agreement granted November 5, 2019 by and between CorVel Corporation and Maxim Shishin, providing for performance vesting.

 

Incorporated herein by reference to Exhibit 10.5 to the Company’s Current Report on Form 8-K/A filed on December 31, 2019.

 

 

 

 

 

  10.27*†

 

Stock Option Agreement granted November 5, 2019 by and between CorVel Corporation and Jennifer L. Yoss, providing for performance vesting.

 

Incorporated herein by reference to Exhibit 10.6 to the Company’s Current Report on Form 8-K/A filed on December 31, 2019.

 

 

 

 

 

  21.1

 

Subsidiaries of the Company.

 

Previously filed.

 

 

 

 

 

  23.1

 

Consent of Independent Registered Public Accounting Firm, Haskell & White LLP.

 

Filed herewith.

 

 

 

 

 

  31.1

 

Certification of the Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

 

Filed herewith.

 

 

 

 

 

  31.2

 

Certification of the Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

 

Filed herewith.

 

 

 

 

 

  32.1

 

Certification of the Chief Executive Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

 

Furnished herewith.

6


 

Exhibit

No.

 

Title

 

Method of Filing

 

 

 

 

 

  32.2

 

Certification of the Chief Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

 

Furnished herewith.

 

 

 

 

 

101.0

 

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

 

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.

 

 

Corvel Corporation

 

 

 

 

 

By:

 

/s/ Michael G. Combs

 

 

 

Michael G. Combs

 

 

 

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.

 

Signature

 

Title

 

Date

 

 

 

 

 

/s/ Michael G. Combs

 

Chief Executive Officer and President

 

August 21, 2020

Michael G. Combs

 

(Principal Executive Officer)

 

 

 

 

 

 

 

/s/ Brandon T. O’Brien

 

Chief Financial Officer

 

August 21, 2020

Brandon T. O’Brien

 

(Principal Financial Officer)

 

 

 

 

 

 

 

/s/ Jennifer L. Yoss

 

Vice President, Accounting

 

August 21, 2020

Jennifer L. Yoss

 

(Principal Accounting Officer)

 

 

 

8