10-Q 1 a2073327z10-q.htm FORM 10-Q
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SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549


FORM 10-Q

(Mark One)


ý

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

For the quarterly period ended January 31, 2002

OR

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

For the transition period from to                              to                             

Commission file number 0-20488


PMR CORPORATION
(Exact Name of Registrant as Specified in Its Charter)

Delaware   23-2491707
(State or Other Jurisdiction of Incorporation or Organization)   (IRS Employer Identification No.)

501 Washington Street, 5th Floor
San Diego, California

 

92103
(Zip Code)
(Address of Principal Executive Offices)    

 

 

 
619-610-4001
(Registrant's Telephone Number, Including Area Code)
   
  
(Former Name, Former Address and Former Fiscal Year, if Changed Since Last Report)
   

        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 ý    No o

        As of January 31, 2002, PMR Corporation had 7,145,442 shares of common stock outstanding.





PMR CORPORATION

INDEX

 
   
   
  Page
PART I       FINANCIAL INFORMATION    
    Item 1.   Financial Statements    
        Condensed Consolidated Balance Sheets as of January 31, 2002 (Unaudited) and April 30, 2001   1
        Condensed Consolidated Statements of Operations for the three and nine months ended January 31, 2002 and 2001 (Unaudited)   2
        Condensed Consolidated Statements of Cash Flows for the nine months ended January 31, 2002 and 2001 (Unaudited)   3
        Notes to Condensed Consolidated Financial Statements (Unaudited)   4
    Item 2.   Management's Discussion and Analysis of Financial Condition and Results of Operations   6
    Item 3.   Quantitative and Qualitative Disclosures about Market Risks   12

PART II

 

 

 

OTHER INFORMATION

 

 
    Item 1.   Legal Proceedings   12
    Item 2.   Changes in Securities and Use of Proceeds   12
    Item 3.   Defaults Upon Senior Securities   12
    Item 4.   Submission of Matters to a Vote of Security Holders   12
    Item 5.   Other Information   12
    Item 6.   Exhibits and Reports on Form 8-K   13


Part I—FINANCIAL INFORMATION

Item 1. Financial Statements

PMR Corporation

Condensed Consolidated Balance Sheets

 
  January 31,
2002

  April 30,
2001

 
 
  Unaudited

   
 
Assets              
Current assets:              
  Cash and cash equivalents   $ 11,367,100   $ 13,636,122  
  Short-term investments, available for sale     8,168,459     4,129,364  
  Accounts receivable, net of allowance for doubtful accounts of $3,932,000 in 2002 and $4,992,000 in 2001     1,458,443     794,549  
  Prepaid expenses and other current assets     406,922     453,768  
   
 
 
Total current assets     21,400,924     19,013,803  

Furniture and office equipment, net of accumulated depreciation of $2,570,000 in 2002 and $2,473,000 in 2001

 

 

306,430

 

 

742,754

 
Long-term accounts and notes receivable, net of allowance for doubtful accounts of $0 in 2002 and $520,000 in 2001     499,136     1,514,482  
Other assets     65,671     88,035  
   
 
 
Total assets   $ 22,272,161   $ 21,359,074  
   
 
 

Liabilities and stockholders' equity

 

 

 

 

 

 

 
Current liabilities:              
  Accounts payable   $ 179,268   $ 466,564  
  Accrued expenses     1,231,522     1,274,788  
  Accrued compensation and employee benefits     292,529     530,646  
  Advances from case management agencies     1,872,722     1,312,187  
   
 
 
Total current liabilities     3,576,041     3,584,185  

Note payable

 

 


 

 

81,284

 
Contract settlement reserve     3,750,439     4,199,146  
Other long-term liabilities     4,812     27,360  

Stockholders' equity:

 

 

 

 

 

 

 
  Common stock, $.01 par value, authorized shares—19,000,000; issued and outstanding shares—7,255,017 in 2002 and 2001     72,550     72,550  
  Additional paid-in capital     31,294,658     31,259,688  
  Notes receivable from employees and officers     (435,750 )   (539,260 )
  Accumulated other comprehensive income     51,782     49,747  
  Accumulated deficit     (15,846,864 )   (17,348,126 )
  Treasury stock, common stock at cost—109,575 shares in 2002 and 10,000 shares in 2001     (195,507 )   (27,500 )
   
 
 
Total stockholders' equity     14,940,869     13,467,099  
   
 
 
Total liabilities and stockholders' equity   $ 22,272,161   $ 21,359,074  
   
 
 

See notes to condensed consolidated financial statements

1



PMR CORPORATION

Condensed Consolidated Statements of Operations

Unaudited

 
  Three months ended January 31,
  Nine months ended January 31,
 
 
  2002
  2001
  2002
  2001
 
Revenues   $ 4,886,930   $ 4,099,796   $ 14,325,692   $ 13,544,880  
   
 
 
 
 
Expenses:                          
  Direct operating expenses     4,213,680     3,734,957     12,053,526     12,022,764  
  Research & development         379,247     196,872     662,840  
  Marketing, general and administrative     664,850     2,474,909     2,843,190     6,454,851  
  Provision for doubtful accounts     8,895     166,407     27,425     552,263  
  Recovery of provision for doubtful accounts     (1,937,012 )       (3,225,375 )    
  Depreciation and amortization     128,146     198,454     438,347     660,504  
  Software development amortization         1,034,978         1,724,964  
  Special charges (credit)     (22,588 )   273,148     1,035,382     483,673  
   
 
 
 
 
      Total expenses     3,055,971     8,262,100     13,369,367     22,561,859  
   
 
 
 
 

Interest expense

 

 

(2,537

)

 

(4,871

)

 

(9,404

)

 

(16,320

)
Interest income     178,369     368,463     509,861     1,058,498  
   
 
 
 
 

Net income (loss) before income taxes

 

 

2,006,791

 

 

(3,798,712

)

 

1,456,782

 

 

(7,974,801

)
Income tax benefit     (44,481 )   (929,305 )   (44,481 )   (929,305 )
   
 
 
 
 
Net income (loss)   $ 2,051,272   $ (2,869,407 ) $ 1,501,263   $ (7,045,496 )
   
 
 
 
 
  Earnings (loss) per common share                          
    Basic   $ 0.29   $ (0.40 ) $ 0.21   $ (0.99 )
   
 
 
 
 
    Diluted   $ 0.28   $ (0.40 ) $ 0.21   $ (0.99 )
   
 
 
 
 
  Shares used in computing earnings (loss) per share:                          
    Basic     7,192,179     7,152,702     7,218,214     7,085,593  
   
 
 
 
 
    Diluted     7,211,368     7,152,702     7,222,250     7,085,593  
   
 
 
 
 
Dividend declared per share of common stock outstanding of 7,255,017 shares on December 29, 2000   $   $ 1.00   $   $ 1.00  
   
 
 
 
 

See notes to condensed consolidated financial statements

2



PMR Corporation

Condensed Consolidated Statements of Cash Flows

Unaudited

 
  Nine Months Ended January 31,
 
 
  2002
  2001
 
Operating activities              
  Net income (loss)   $ 1,501,263   $ (7,045,496 )
  Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:              
    Stock compensation expense     34,970     72,097  
    Special charge     1,035,382     483,673  
    Depreciation and amortization     438,347     2,385,468  
    Provision for doubtful accounts     (3,197,950 )   552,263  
    Changes in operating assets and liabilities:              
      Accounts and notes receivable     3,549,402     4,057,375  
      Prepaid expenses and other assets     58,270     (421,011 )
      Accounts payable and accrued expenses     (1,697,578 )   (655,395 )
      Accrued compensation and employee benefits     (238,117 )   65,763  
      Advances from case management agencies     560,535     519,371  
      Contract settlement reserve     (448,707 )   (1,113,909 )
      Deferred rent expense     (22,548 )   (13,958 )
   
 
 
  Net cash provided by (used in) operating activities     1,573,269     (1,113,759 )
   
 
 

Investing activities

 

 

 

 

 

 

 
  Proceeds from the sale and maturity of short-term investments     (8,522,125 )   13,981,098  
  Purchases of short-term investments     4,485,065     (2,197,530 )
  Software development costs         (1,187,654 )
  Purchases of furniture and office equipment     340,550     (213,111 )
   
 
 
  Net cash (used in) provided by investing activities     (3,696,510 )   10,382,803  
   
 
 

Financing activities

 

 

 

 

 

 

 
  Proceeds from sale of common stock         218,062  
  Payments on note payable to bank     (81,284 )   (87,408 )
  Acquisition of treasury stock     (168,007 )   (27,500 )
  Proceeds from payments of notes receivable from employees and officers     103,510      
  Cash dividend paid         (7,255,017 )
   
 
 
  Net cash used in financing activities     (145,781 )   (7,151,863 )
   
 
 

Net (decrease) increase in cash and cash equivalents

 

 

(2,269,022

)

 

2,117,181

 
Cash and cash equivalents at beginning of period     13,636,122     9,192,254  
   
 
 
Cash and cash equivalents at end of period   $ 11,367,100   $ 11,309,435  
   
 
 

See notes to condensed consolidated financial statements

3



PMR CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

January 31, 2002

NOTE A—BASIS OF PRESENTATION

        The accompanying unaudited financial statements have been prepared in accordance with accounting principles generally accepted in the United States for interim financial information and with the instructions to Form 10-Q and Rule 10-01 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by accounting principles generally accepted in the United States for audited financial statements. The condensed consolidated balance sheet at April 30, 2001 has been derived from the audited financial statements at that date but does not include all of the information and footnotes required by accounting principles generally accepted in the United States for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation of the financial position of PMR Corporation ("PMR" or the "Company") have been included. Operating results for the three and nine months ended January 31, 2002 are not necessarily indicative of the results that may be expected for the year ending April 30, 2002. For further information, refer to the financial statements and footnotes thereto included in the Company's Annual Report on Form 10-K for the year ended April 30, 2001.

        During the quarter ended January 31, 2002, the Company recovered $1.9 million in provision for doubtful accounts. The recovery was primarily due to the collection of approximately $600,000 of previously reserved accounts receivable relating to closed outpatient programs and a change in estimate on the collectability of certain other related receivables.

NOTE B—EARNINGS PER SHARE

        Statement of Financial Accounting Standards ("SFAS") No. 128, Earnings per Share, requires dual presentation of basic and diluted earnings per share by entities with complex capital structures. Basic earnings per share includes no dilution and is computed by dividing net loss by the weighted average number of common shares outstanding for the period. Diluted earnings per share reflects the potential dilution of securities that could share in the earnings of the entity. The Company has calculated its earnings per share in accordance with SFAS No. 128 for all periods presented.

4



        The following table sets forth the computation of basic and diluted earnings per share:

 
  Three Months Ended January 31,
  Nine Months Ended January 31,
 
 
  2002
  2001
  2002
  2001
 
Numerator:                          
Net income (loss) available to common stockholders   $ 2,051,272   $ (2,869,407 ) $ 1,501,263   $ (7,045,496 )
   
 
 
 
 
Denominator:                          
Weighted average shares outstanding for basic earnings per share     7,192,179     7,152,702     7,218,214     7,085,593  
   
 
 
 
 
Effects of dilutive securities:                          
Employee stock options and warrants     19,189         4,036      
   
 
 
 
 
Dilutive potential common shares     19,189         4,036      
   
 
 
 
 
Shares used in computing diluted earnings (loss) per common share     7,211,368     7,152,702     7,222,250     7,085,593  
   
 
 
 
 
Earnings (loss) per common share, basic   $ 0.29   $ (0.40 ) $ 0.21   $ (0.99 )
   
 
 
 
 
Earnings (loss) per common share, diluted   $ 0.28   $ (0.40 ) $ 0.21   $ (0.99 )
   
 
 
 
 

        No potential common shares were included in the computation of diluted earnings per share for the three and nine months ended January 31, 2001 because the inclusion thereof would have had an antidilutive effect.

NOTE C—DISCLOSURES ABOUT REPORTABLE SEGMENTS

        In accordance with the criteria of SFAS No. 131, Disclosures About Segments of an Enterprise and Related Information, the Company determined that it operates in two reportable segments: Health Services Business and Health Information Business. The Company's reportable segments are strategic business units that offer different services to a variety of inpatient and outpatient recipients and healthcare industry participants. The Health Services Business segment consists of two outpatient programs and two case management programs. Under the Health Information Business, the Company has licensed its software application to Conundrum Communications, Inc. ("Conundrum") in exchange for eligibility to receive royalties for a period of five years. The Company does not anticipate incurring any further costs associated with the Health Information Business. Activities classified as "Other" in the following schedule relate primarily to unallocated home office items.

        A summary of segment activity is as follows:

 
  Nine months ended January 31,
 
 
  Health
Services
Business

  Health
Information
Business

  Other
  Total
 
2002                          
Revenues   $ 14,325,692   $   $   $ 14,325,692  
Income (loss) before income taxes     5,199,846     (1,412,799 )   (2,330,265 )   1,456,782  

2001

 

 

 

 

 

 

 

 

 

 

 

 

 
Revenues   $ 13,544,880   $   $   $ 13,544,880  
Income (loss) before income taxes     1,275,938     (5,489,075 )   (3,761,664 )   (7,974,801 )

5



Item 2.    Management's Discussion and Analysis of Financial Condition and Results of Operations

        When used in this Quarterly Report on Form 10-Q and in other public statements by the Company and Company's officers, the words "may", "will", "expect", "anticipate", "continue", "forecast", "estimate", "project", "intend", and similar expressions are intended to identify forward-looking statements regarding events and financial trends that may affect the Company's future operating results and financial position. Forward-looking statements in this document include discussions regarding (i) future sources of revenue; (ii) the anticipated amount of expenditures associated with the termination of the InfoScriber operations and the potential royalties from the licensure of the InfoScriber application; (iii) forecasted cash flows for fiscal year 2002; (iv) potential indemnification obligations and uncollectable accounts; (v) the adequacy of contract settlement reserves; and (vi) the sufficiency of the Company's financial resources. Such statements are subject to risks and uncertainties that could cause the Company's actual results and financial position to differ materially. Please carefully review and consider the various disclosures advising interested parties of factors that affect the Company, including those discussed below and in the Company's Annual Report on Form 10-K for the fiscal year ended April 30, 2001 and the Company's other periodic reports and filings with the Securities and Exchange Commission. The Company expressly disclaims any obligation or undertaking to release publicly the results of any revision of forward-looking statements to reflect trends or circumstances after the date they are made or to reflect the occurrence of unanticipated events.

Overview

        During the quarter ended January 31, 2002, the Company continued to focus on maximizing cash flow. The Company had $2.1 million in net income during the three months ended January 31, 2002, versus a loss of $2.9 million for the same period in the prior year. The income for the quarter ended January 31, 2002 included a recovery of bad debt expense of $1.9 million resulting primarily from the collection of approximately $600,000 of previously reserved accounts receivable relating to closed outpatient programs and a change in estimate on the collectability of certain other related receivables. Excluding the effects of this recovery of bad debt expense, $23,000 in special charge recovery due to the sale of idle and previously retired assets, and a $44,000 tax benefit, the Company's net income from operations was approximately $47,000.

        On July 30, 2001, the Company agreed to license the InfoScriber application to Conundrum Communications, Inc. ("Conundrum"). Conundrum will have the opportunity to grow the InfoScriber application in the behavioral health and social service areas while the Company's InfoScriber subsidiary will be eligible to receive royalties for a period of five years. As of January 31, 2002, no royalties have been earned by the Company. Other than some transition services that were already reimbursed by Conundrum, and certain termination costs, already accounted for as part of the Company's special charges for the quarter ended July 31, 2001, we do not anticipate incurring any further costs associated with the InfoScriber subsidiary.

Sources of revenue

        Outpatient Programs.    The Company continues to manage or administer two outpatient programs with one acute care hospital. Although the Company is exploring strategic alternatives, including the sale or merger of its health services operations, the Company does not otherwise intend to continue to devote resources to develop additional outpatient programs. The Company expects that revenues from outpatient programs will decrease in fiscal year 2002 due to the likely restructuring of the existing contract.

        Revenues under the outpatient programs are recognized at estimated net realizable amounts when services are rendered based upon the Company's contractual arrangement with the hospital. Under the terms of the Company's current contract, as well as some of the Company's terminated or expired contracts, the Company is required to indemnify the providers for some or all of the Company's fees if

6



the fees were disallowed by Medicare or its fiscal intermediaries, or if the claims associated with the Company's fees for services rendered to patients were denied. In some instances, the Company is required to indemnify the hospital for certain of the hospital's direct costs if the claims associated with the Company's fees for services rendered to patients were denied. As of January 31, 2002, the Company had recorded $3.8 million in contract settlement reserves to provide for an estimate of possible amounts ultimately owed to its provider customers resulting from disallowance of costs by Medicare and Medicare cost report settlement adjustments. Such reserves are classified as long-term liabilities because ultimate determination of substantially all of the potential contract disallowances, if any, is not anticipated to occur during the current fiscal year.

        Case Management Programs.    For its case management programs in Tennessee, the Company receives a monthly case rate fee from the managed care consortium responsible for managing the Tennessee TennCare Partners State Medicaid Managed Care Program ("TennCare"). Revenue under the TennCare program is recognized in the period in which the related service is to be provided and may fluctuate based on rates set by the managed care consortium as well as level of patient enrollment.

Results of Operations—Quarter Ended January 31, 2002 Compared to Quarter Ended January 31, 2001

        Revenue—Revenues increased from $4.1 million for the quarter ended January 31, 2001 to $4.9 million for the quarter ended January 31, 2002, an increase of $787,000 or 19.2%. The outpatient programs recorded revenues of $348,000 for the quarter ended January 31, 2002, a decrease of approximately $216,000 or (38.2%) as compared to $564,000 for the quarter ended January 31, 2001. This decrease was primarily the result of the Company's changed business strategy and the associated reduction in the Company's outpatient programs. Revenues from the Company's case management programs increased from $3.5 million for the quarter ended January 31, 2001 to $4.5 million for the quarter ended January 31, 2002, an increase of $1.0 million or 28.4%. The increase was primarily due to an increase in patient enrollment as well as an increase in reimbursement rates from TennCare.

        Direct Operating Expenses—Direct operating expenses consist of costs incurred at the program sites and costs associated with the field management responsible for administering the programs. Direct operating expenses were $4.2 million in the third quarter of fiscal year 2002, compared to $3.7 million a year ago, an increase of 12.8%. As a percentage of revenues, direct operating expenses decreased to 86.2% for the quarter ended January 31, 2002 from 91.1% for the quarter ended January 31 2001. The decrease was primarily attributable to the termination of the InfoScriber operations.

        Research and Development—The Company stopped incurring research and development costs with the termination of the InfoScriber operations in July 2001.

        Marketing, General and Administrative—Marketing, general and administrative expenses from continuing operations were $665,000 for the quarter ended January 31, 2002 versus $2.5 million for the quarter ended January 31, 2001. As a percentage of total revenues, marketing, general and administrative expenses improved from 60.4% for the quarter ended January 31, 2001 to 13.6% for the quarter ended January 31, 2002. The improvement was primarily due to the elimination of marketing, general and administrative expenses related to the terminated InfoScriber operations.

        Recovery of Provision for Doubtful Accounts—During the quarter ended January 31, 2002, the Company recovered $1.9 million in provision for doubtful accounts. The recovery was primarily due to the collection of approximately $600,000 of previously reserved accounts receivable relating to closed outpatient programs and a change in estimate on the collectability of certain other related receivables.

        Depreciation and Amortization—Depreciation and amortization expenses decreased from $198,000 for the quarter ended January 31, 2001 to $128,000 for the quarter ended January 31, 2002, a decrease

7



of $70,000 or (35.4%). The decrease was primarily due to disposal and write-off of assets as a result of contract terminations or expirations.

        Special Charge—During the quarter ended January 31, 2002, the Company recorded a recovery of special charges totaling $23,000 primarily due to the sale of idle and previously retired assets. For the same period in the preceding year, the Company incurred special charges totaling $273,000 related to contract terminations or expirations.

        Net Interest Income—Interest income, net of interest expense, decreased from $364,000 for the quarter ended January 31, 2001 to $176,000 for the quarter ended January 31, 2002, a decrease of $188,000 or (51.6%). The decrease was primarily due to lower cash, cash equivalents, and short-term investments at January 31, 2002 versus January 31, 2001. The reduction in the interest-bearing assets was primarily a result of cash dividends of approximately $7.3 million paid in December 2000 and the cash burn from InfoScriber, offset by positive cash flows for the nine months ended January 31, 2002.

        Income Tax Benefit—The Company has received refunds amounting to $44,000 from various State tax authorities during the quarter ended January 31, 2002. For the same quarter in the previous year, the Company recorded refunds from the Internal Revenue Service and various State tax authorities for the sum of $929,000 associated with the Company's income tax returns for the fiscal year ended April 30, 2000. The Company has treated the entire amount of such refunds as income tax benefit during both quarters ended January 31, 2002 and 2001 because the Company had previously recognized a valuation allowance against all of its deferred tax assets. The valuation allowance was originally established because realization of the deferred tax assets was uncertain in light of the changes in the Company's core business and associated business risks.

        Net Income (Loss)—The Company's net income for the quarter ended January 31, 2002 was $2.1 million versus a $2.9 million net loss for the same period in the preceding year. Excluding the effects of the recovery of bad debt expense (see Recovery of Provision for Doubtful Accounts), a $23,000 in special charge recovery due to the sale of idle and previously retired assets, and a $44,000 tax benefit, the Company's net income from operations was approximately $47,000.

Results of Operations—Nine Months Ended January 31, 2002 Compared to Nine Months Ended January 31, 2001

        Revenue—Revenues for the nine months ended January 31, 2002 were $14.3 million, a $781,000 increase, or 5.8%, from $13.5 million for the same period the previous year. Outpatient program revenues decreased from $2.8 million during the nine months ended January 31, 2001 to $1.1 million during the nine months ended January 31, 2002. The decrease was primarily the result of the Company's changed business strategy and the associated reduction in the Company's outpatient programs. The case management program revenues increased by $2.4 million from $10.8 million during the nine months ended January 31, 2001 to $13.2 million during the nine months ended January 31, 2002, or 22.9%. The increase in case management program revenues was primarily due to an increase in patient enrollment as well as an increase in reimbursement rates from TennCare.

        Direct Operating Expenses—Direct operating expenses consist of costs incurred at the program sites and costs associated with the field management responsible for administering the programs. Direct operating expenses remained unchanged at $12.0 million during the nine months ended January 31, 2001 and 2002. As a percentage of revenues, direct operating expenses decreased to 84.1% for the nine months ended January 31, 2002 from 88.8% for the nine months ended January 31, 2001. The decrease was primarily attributable to the termination of the InfoScriber operations.

        Research and Development—The Company stopped incurring research and development costs with the termination of the InfoScriber operations in July 2001.

8



        Marketing, General and Administrative—Marketing, general and administrative expenses from continuing operations were $2.8 million for the nine months ended January 31, 2002 versus $6.5 million for the nine months ended January 31, 2001. As a percentage of total revenues, marketing, general and administrative expenses improved from 47.7% for the nine months ended January 31, 2001 to 19.7% for the nine months ended January 31, 2002. The improvement was primarily due to the elimination of marketing, general and administrative expenses related to the terminated InfoScriber operations.

        Recovery of Provision for Doubtful Accounts—During the nine months ended January 31, 2002, the Company recovered $3.2 million in provision for doubtful accounts. The recovery was primarily due to the collection of approximately $1.9 million of previously reserved accounts receivable relating to closed outpatient programs and a change in estimate on the collectability of certain other related receivables.

        Depreciation and Amortization—Depreciation and amortization expenses decreased from $661,000 for the nine months ended January 31, 2001 to $438,000 for the nine months ended January 31, 2002, a decrease of $223,000 or (33.6%). The decrease was primarily due to disposal and write-off of assets as a result of contract terminations or expirations.

        Special Charges—During the nine months ended January 31, 2002, the Company recorded special charges, net of recoveries, totaling $1.0 million. These charges were primarily for severance and other costs related to the termination of the InfoScriber operations as well as marketing and administrative services that were terminated during the period. For the same period in the preceding year, the Company incurred a charge of $484,000 related to contract terminations or expirations.

        Net Interest Income—Interest income, net of interest expense, decreased from $1.0 million for the nine months ended January 31, 2001 to $500,000 for the nine months ended January 31, 2002, a decrease of $542,000 or (52.0%). The decrease was primarily due to lower cash, cash equivalents, and short-term investments at January 31, 2002 versus January 31, 2001. The reduction in the interest-bearing assets was primarily a result of cash dividends of approximately $7.3 million paid in December 2000 and the cash burn from InfoScriber, offset by positive cash flows for the nine months ended January 31, 2002.

        Income Tax Benefit—The Company has received refunds amounting to $44,000 from various State tax authorities during the nine months ended January 31, 2002. For the same period in the previous year, the Company recorded refunds from the Internal Revenue Service and various State tax authorities for the sum of $929,000 associated with the Company's income tax returns for the fiscal year ended April 30, 2000. The Company has treated the entire amount of such refunds as income tax benefit during both nine month periods ended January 31, 2002 and 2001 because the Company had previously recognized a valuation allowance against all of its deferred tax assets. The valuation allowance was originally established because realization of the deferred tax assets was uncertain in light of the changes in the Company's core business and associated business risks.

        Net Income (Loss)—The Company's net income for the nine months ended January 31, 2002 was $1.5 million versus a loss of $7.0 million for the same period in the preceding year, an improvement of $8.5 million. The improvement in net income was primarily due to reduced operating expenses during the first nine months of fiscal year 2002 resulting from the termination of the InfoScriber operations as well as the $3.2 million recovery in provision for doubtful accounts.

Liquidity and Capital Resources

        For the nine months ended January 31, 2002, net cash provided by operating activities was $1.6 million versus net operating cash used of $1.1 million during the same period in the prior year. The improvement in cash flow was primarily due to the reduction in operating expenditures and collection of receivables from closed programs.

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        Working capital at January 31, 2002 was approximately $17.8 million, an increase of $2.4 million, versus working capital at April 30, 2001. Cash, cash equivalents and short-term investments totaled $19.5 million at January 31, 2002, an increase of $1.8 million versus April 30, 2001. The increase in working capital was primarily due to the collection of approximately $1.9 million of previously reserved accounts receivable relating to closed outpatient programs and a change in estimate on the collectability of certain other related receivables.

        Working capital is anticipated to improve during fiscal year 2002 as a result of the Company's termination of its InfoScriber operations, positive cash flow from its existing operations, and the continued collection on accounts receivable balances from closed programs. Actual cash usage may fluctuate and vary depending upon PMR's success in executing strategic alternatives or based on further changes in the Company's outpatient programs and case management programs.

        Additionally, the Company has continued to repurchase shares of its common stock. These shares will be used for corporate purposes, including issuance under PMR's stock compensation plans. During the nine months ended January 31, 2002, the Company repurchased 99,575 shares of its common stock at an average price of $1.69 per share, or $168,007 in open market transactions. All shares repurchased are held in treasury.

        Working capital may also be used, from time to time, to pay dividends to the Company's stockholders. No dividends were paid during the nine months ended January 31, 2002.

        In connection with our outpatient programs, we maintain reserves to cover the potential impact of two significant uncertainties: (i) the Company may have an obligation to indemnify certain providers for some portions of its management fee which may be subject to disallowance upon audit of a provider's cost report by fiscal intermediaries; and (ii) the Company may not receive full payment of the management fees owed by a provider during the periodic review of the provider's claims by the fiscal intermediaries.

        From time to time, we recognize charges to operations as a result of particular uncertainties associated with the healthcare reimbursement rules as they apply to the outpatient programs. During the first nine months of fiscal year 2002, a portion of the Company's revenue was derived from the management of the outpatient programs. Since substantially all of the patients of the outpatient programs are eligible for Medicare, collection of a significant component of the Company's management fees is dependent upon reimbursement of claims submitted to fiscal intermediaries by the hospitals or community mental health centers on whose behalf these programs are managed. Certain of our contracts with providers contain warranty obligations that require us to indemnify such providers for the portion of our management fees disallowed for reimbursement by Medicare's fiscal intermediaries. As of January 31, 2002, we had recorded $3.8 million in contract settlement reserves to provide for such indemnity obligations. These reserves have been classified as non-current because the ultimate determination of substantially all potential contract disallowances, if any, is not anticipated to occur during the current fiscal year. Although we believe that our potential liability to satisfy such requirements has been adequately reserved in the financial statements, there can be no assurance that the amount of fees disallowed will not be greater than the amount of such reserves. Also, the obligation to pay such amounts, if and when they become due, could have a material adverse effect on our short-term liquidity. Certain factors are, in management's view, likely to lessen the impact of any such effect, including the expectations that (i) if claims arise, they will arise on a periodic basis over several years and (ii) any disallowance may be offset against obligations already owed by the provider to us.

        In addition, we have been advised by the Centers for Medicare & Medicaid Services, formerly Health Care Financing Administration, that certain program-related costs are not allowable for reimbursement. Thus, we may be responsible for reimbursement of the amounts previously paid to us that are disallowed pursuant to obligations that exist with certain providers. Although we believe that

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the potential liability to satisfy such requirements has been adequately reserved in the financial statements, there can be no assurance that such reserves will be adequate. The obligation to pay the amounts so reserved, if and when they become due, could have a material adverse effect upon our cash flows and liquidity and, if greater amounts became due, on our business, financial condition, and results of operations.

        Management believes that the Company has the financial resources needed to meet its business requirements throughout fiscal year 2002. The Company will continue to evaluate the allocation of its financial resources including, but not limited to, the sale or merger of its health service operations, dividend distributions, and funding of on-going working capital requirements. The Company may also, from time to time, use working capital, issue debt or equity securities, or a combination thereof, to finance other selective acquisitions of assets or businesses or for general corporate purposes. The Company's ability to effect any such issuance will be dependent on its results of operations, its financial condition, current market conditions and other factors beyond its control.

Impact of Inflation

        A substantial portion of the Company's revenue is subject to reimbursement rates that are regulated by the federal and state governments and that do not automatically adjust for inflation. As a result, increased operating costs due to inflation, such as labor and supply costs, without a corresponding increase in reimbursement rates, may adversely affect the Company's earnings in the future.

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Item 3. Quantitative and Qualitative Disclosures about Market Risks

        The information included in this Item 3 is considered to constitute "forward-looking statements" for purposes of the statutory safe harbor provided in Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Act of 1934, as amended.

Interest Rate Sensitivity

        The Company's financial instruments include an equipment note payable and investments in debt securities, including U.S. Treasury securities, commercial paper and certificates of deposit. The equipment note payable, due in November 2002, has an effective interest rate of 8.36% and there was approximately $102,000 outstanding under this note at January 31, 2002.

        At January 31, 2002, the fair market value of the investment in debt securities was approximately $8.2 million, which includes an unrealized gain of approximately $52,000. These securities bear interest rates ranging from 1.82% to 7.88% and are generally short-term and readily marketable.

        We do not and have not used derivative financial instruments for any purpose, including hedging or mitigating interest rate risk, and we believe the increase in the fair value of our investments in debt securities due to interest rate sensitivity is temporary in nature. This determination was based on the marketability of the instruments, our ability to retain our investment in the instruments, past market movements and reasonably possible, near-term market movements. Therefore, we do not believe that potential, near-term gains or losses in future earnings, fair values, or cash flows from changes in interest rates are likely to be material.

Exchange Rate Sensitivity

        We do not currently have financial instruments that are sensitive to foreign currency exchange rates.


PART II—OTHER INFORMATION

Item 1—Legal Proceedings

        From time to time, the Company has been involved in routine litigation incidental to the conduct of its business. There are currently no material pending litigation proceedings to which the Company is a party.


Item 2—Changes in Securities and Use of Proceeds

        None


Item 3—Defaults upon Senior Securities

        None


Item 4—Submission of Matters to a Vote of Security Holders

        None


Item 5—Other Information

        None

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Item 6—Exhibits and Reports on Form 8-K

    (a)
    Exhibits

        None

    (b)
    Reports on Form 8-K

        None

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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 thereunto duly authorized.

Dated: March 13, 2002        
    PMR CORPORATION

 

 

BY:

 

/s/  
REGGIE A. ROMAN      
REGGIE A. ROMAN
Chief Financial Officer (Duly Authorized Officer and Principal Financial Officer)

 

 

BY:

 

/s/  
SUSAN CHUA      
SUSAN CHUA
Controller (Principal Accounting Officer)

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QuickLinks

PMR CORPORATION INDEX
Part I—FINANCIAL INFORMATION Item 1. Financial Statements
PMR Corporation Condensed Consolidated Balance Sheets
PMR CORPORATION Condensed Consolidated Statements of Operations Unaudited
PMR Corporation Condensed Consolidated Statements of Cash Flows Unaudited
PMR CORPORATION NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) January 31, 2002
PART II—OTHER INFORMATION
SIGNATURES