Attached files
| file | filename |
|---|---|
| EX-31.1 - EX-31.1 - CORVEL CORP | a55749exv31w1.htm |
| EX-32.2 - EX-32.2 - CORVEL CORP | a55749exv32w2.htm |
| EX-32.1 - EX-32.1 - CORVEL CORP | a55749exv32w1.htm |
| EX-31.2 - EX-31.2 - CORVEL CORP | a55749exv31w2.htm |
Table of Contents
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
Form 10-Q/A
(Amendment No. 1)
(Mark One)
| þ | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the quarterly period ended June 30, 2009
or
| o | 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 (State or other jurisdiction of incorporation or organization) |
33-0282651 (I.R.S. Employer Identification Number) |
|
| 2010 Main Street, Suite 600, Irvine, California (Address of principal executive offices) |
92614 (Zip Code) |
Registrant’s telephone number, including area code:
(949) 851-1473
(949) 851-1473
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 þ No o
Indicate by check mark whether the registrant has submitted electronically and posted on
its corporate Web site, if any, every Interactive Data File required to be submitted and posted
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 and post such files).
Yes o No o
Indicate by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of
“large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the
Exchange Act. (Check one):
| Large accelerated filer o | Accelerated filer þ | Non-accelerated filer o (Do not check if a smaller reporting company) | Smaller reporting company |
Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of
the Exchange Act). Yes o No þ
The number of shares outstanding of the registrant’s Common Stock, $0.0001 par value per
share, as of July 29, 2009 was 12,889,668.
TABLE OF CONTENTS
| PART I — FINANCIAL INFORMATION | ||||||||
| Item 4 — Controls and Procedures. | ||||||||
| PART II — OTHER INFORMATION | ||||||||
| Item 6 — Exhibits | ||||||||
| EX-31.1 | ||||||||
| EX-31.2 | ||||||||
| EX-32.1 | ||||||||
| EX-32.2 | ||||||||
EXPLANATORY NOTE
CorVel Corporation (the “Company”) is filing this Amendment No. 1 on Form 10-Q/A (the
“Amendment No. 1”) to its Quarterly Report on Form 10-Q for the quarterly period ended June 30,
2009, as originally filed with the Securities and Exchange Commission on August 7, 2009 (the
“Original Form 10-Q”), solely to revise Item 4 of Part I of the Original Form 10-Q.
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, filed as
Exhibits Nos. 31.1, 31.2, 32.1 and 32.2.
This Amendment No. 1 speaks only as of the original filing date of the Original Form 10-Q and
reflects only the changes discussed above. This Amendment No. 1 does not reflect events occurring
after the filing of the Original Form 10-Q or modify or update those disclosures affected by
subsequent events. Except for the changes described above, 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-Q.
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PART I — FINANCIAL INFORMATION
Item 4 — Controls and Procedures.
Our management has evaluated, under the supervision and with the participation of our Chief
Executive Officer and Chief Financial Officer, the effectiveness of our disclosure controls and
procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934)
as of the end of the period covered by this report. Based upon that evaluation, our Chief Executive
Officer and our Chief Financial Officer have concluded that, as of June 30, 2009, our disclosure
controls and procedures were not effective in ensuring that information required to be disclosed by
us in the reports that we file or submit under the Securities Exchange Act of 1934 is (i) recorded,
processed, summarized and reported, within the time periods specified in the rules and forms of the
Securities and Exchange Commission and (ii) accumulated and communicated to our management,
including our principal executive and principal accounting officers, or persons performing similar
functions, as appropriate to allow timely decisions regarding required disclosure.
Internal Control over Financial Reporting
Our management is responsible for establishing and maintaining adequate internal control over
financial reporting as defined under the Rules 13a — 15(f) and 15d-15(f) under the Securities
Exchange Act of 1934. Internal control over financial reporting is designed to provide reasonable
assurance regarding the reliability of our financial reporting and preparation of financial
statements for external purposes in accordance with U.S. generally accepted accounting principles.
Internal control over financial reporting includes maintaining records that in reasonable detail
accurately and fairly reflect our transactions; providing reasonable assurance that transactions
are recorded as necessary for preparation of our financial statements in accordance with U.S.
generally accepted accounting principles; providing reasonable assurance that our receipts and
expenditures are made in accordance with authorizations of our management and directors; and
providing reasonable assurance that unauthorized acquisition, use or disposition of our assets that
could have a material effect on our financial statements would be prevented or detected on a timely
basis.
Our management assessed the effectiveness of our internal control over financial reporting as
of March 31, 2009. In making this assessment, management used the criteria set forth by the
Committee of Sponsoring Organizations of the Treadway Commission in Internal Control — Integrated
Framework (COSO). Based on this assessment, management concluded that our internal control over
financial reporting was not effective as of March 31, 2009 to provide reasonable assurance
regarding the reliability of financial reporting and preparation of financial statements for
external reporting purposes in accordance with U.S. generally accepted accounting principles due to
the following material weakness.
Financial close and reporting. We did not maintain adequate controls to support: (i) timely
and thorough reconciliation of significant accounts, (ii) effective utilization of disclosure
checklists during the preparation of Company filings, (iii) use of Excel for enterprise
consolidation and general ledger reporting in our Corporate office, (iv) review of data used to
compute financial statement disclosures, and (v) regional accounting personnel not reporting
directly to the corporate accounting function.
While we believe no single item listed above is a material weakness on its own, when the
deficiencies are aggregated, we believe they represent a material weakness.
Changes in Internal Control over Financial Reporting
During the quarter ended June 30, 2009, there have been no changes in our internal control
over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Securities Exchange
Act of 1934) that have materially affected, or are reasonably likely to materially affect, our
internal control over financial reporting.
Remediation Activities
During the fourth quarter of fiscal 2010, management made changes to the internal controls
over financial close and reporting. These controls were implemented during the fourth quarter of
fiscal 2010 and insufficient time
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has passed from the implementation of the controls through the completion of the annual audit
for adequate evidence to be gathered that would enable us to conclude upon the effectiveness of
these controls at the report date. In addition to continuing to use and rely upon the controls
implemented in the fourth quarter of fiscal 2010, management will be implementing additional
controls. What follows is a list of the deficiencies that we believe aggregated into a material
weakness and the actions management has or is taking to remediate each deficiency.
(i) Timely and thorough reconciliation of significant accounts:
During the first quarter of fiscal 2010, management implemented, and will continue to
implement, additional controls over the reconciliation process. These controls have included and
will include additional review by senior accounting staff and the Chief Financial Officer.
Management is also instituting internal audit procedures designed to ensure timely and thorough
reconciliation of all significant accounts.
(ii) Effective utilization of disclosure checklists during the preparation of Company filings:
During the fourth quarter of fiscal 2009, management implemented the use of disclosure
checklists for all annual and quarterly SEC filings. While this control was operating in the fourth
quarter and disclosure checklists were used in the preparation of the Form 10-K and first quarter
10-Q there was insufficient time from the implementation of the control to the audit report date to
gather sufficient evidence to determine the effectiveness of the control at the audit report date.
(iii) Use of Excel for enterprise consolidation and general ledger reporting in our Corporate
office:
During the fourth quarter of fiscal 2009, management implemented a process and associated
control that requires reperformance of the Excel consolidation. A comparison is made between the
Excel consolidation and the reperformed copy and discrepancies, if any, are researched and
resolved. Additionally, the reperformance process includes a review and approval of each journal
entry posted to the consolidation. While this control was operating in the fourth quarter, there
was insufficient time from the implementation of the control to the audit report date to gather
sufficient evidence to determine the effectiveness of the control at the audit report date.
(iv) Review of data used to compute financial statement disclosures:
During the first quarter of fiscal 2010 management identified additional controls that will be
implemented to ensure adequate review of data used to compute financial statement disclosures.
(v) Regional accounting personnel not reporting directly to the corporate accounting function:
During the first quarter of fiscal 2010 management identified additional controls that will be
implemented to mitigate the risks associated with regional accounting personnel not reporting
directly to the corporate accounting function.
PART II — OTHER INFORMATION
Item 6 — Exhibits
3.1 Amended and Restated Certificate of Incorporation of the Company. Incorporated herein by
reference to Exhibit 3.1 to the Company’s Quarterly Report on Form 10-Q for the quarterly period
ended June 30, 2007 filed on August 9, 2007.
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
Form 8-K filed on November 24, 2008.
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10.1 Credit Agreement dated May 28, 2009 by and between CorVel Corporation and Wells Fargo
Bank, National Association. Incorporated herein by reference to Exhibit 10.16 to the Company’s
Current Report on Form 8-K filed on June 4, 2009.
10.2 Revolving Line of Credit Note dated May 28, 2009 by CorVel Corporation in favor of Wells
Fargo Bank, National Association. Incorporated herein by reference to Exhibit 10.17 to the
Company’s Current Report on Form 8-K filed on June 4, 2009.
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)
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)
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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 hereunto duly authorized.
| Corvel Corporation |
||||
| By: | /s/ Daniel J. Starck | |||
| Daniel J. Starck, President, | ||||
| Chief Executive Officer, and Chief Operating Officer | ||||
| By: | /s/ Scott R. McCloud | |||
| Scott R. McCloud, | ||||
| Chief Financial Officer | ||||
Date: April 9, 2010
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