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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 12B-25
COMMISSION FILE NO. 0-20488
NOTIFICATION OF LATE FILING
(Check One) [ ] Form 10-K [ ] Form 20-F [ ] Form 11-K [X] Form 10-Q
[ ] Form N-SAR
For Period Ended: October 31, 1998
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[ ] Transition Report on Form 10-K [ ] Transition Report on Form 10-Q
[ ] Transition Report on Form 20-F [ ] Transition Report on Form N-SAR
[ ] Transition Report on Form 11-K
For the Transition Period Ended:
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READ INSTRUCTION (ON BACK PAGE) BEFORE PREPARING FORM. PLEASE PRINT OR TYPE.
Nothing in this form shall be construed to imply that the Commission has
verified any information contained herein.
If the notification relates to a portion of the filing checked above,
identify the item(s) to which the notification relates:
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PART I. REGISTRANT INFORMATION
Full name of registrant PMR Corporation
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Former name if applicable
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Address of principal executive office (street and number)
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501 Washington Street, 5th Floor
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City, State and Zip Code San Diego, CA 92103
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PART II. RULE 12B-25(b) and (c)
If the subject report could not be filed without unreasonable effort or
expense and the registrant seeks relief pursuant to Rule 12b-25(b), the
following should be completed. (Check where appropriate.)
[X] (a) The reasons described in reasonable detail in Part III of this
form could not be eliminated without reasonable effort or expense;
[X] (b) The subject annual report, semi-annual report, transition report
on Form 10-K, Form 20-F, 11-K or Form N-SAR, or portion thereof will
be filed on or before the fifteenth calendar day following the
prescribed due date; or the subject quarterly report or transition
report on Form 10-Q, or portion thereof will be filed on or before the
fifth calendar day following the prescribed due date; and
[ ] (c) The accountant's statement or other exhibit required by Rule
12b-25(c) has been attached if applicable.
PART III. NARRATIVE
State below in reasonable detail the reasons why Form 10-K, 20-F, 11-K, 10-Q,
N-SAR or the transition report or portion thereof, could not be filed within
the prescribed time period.
Additional time is needed for the Company's management to complete the
preparation and review of the Company's Quarterly Report on Form 10-Q.
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PART IV. OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this
notification
Mark P. Clein (619) 610-4001
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(Name) (Area code) (Telephone number)
(2) Have all other periodic reports required under Section 13 or 15(d) of
the Securities Exchange Act of 1934 or Section 30 of the Investment Company Act
of 1940 during the preceding 12 months or for such shorter period that the
registrant was required to file such report(s) been filed? If the answer is no,
identify report(s).
[X] Yes [ ] No
(3) Is it anticipated that any significant change in results of operations
from the corresponding period for the last fiscal year will be reflected by the
earnings statements to be included in the subject report or portion thereof?
[X] Yes [ ] No
If so; attach an explanation of the anticipated change, both narratively and
quantitatively, and, if appropriate, state the reasons why a reasonable
estimate of the results cannot be made.
The Registrant anticipates that the earnings statement to be reported in the
Form 10-Q will contain significant changes from its results of operations
between the quarters ended October 31, 1998 and 1997. Total revenues increased
to $22.4 million for the quarter ended October 31, 1998 from $17.6 million for
the same period in the prior fiscal year. Net income for the quarter ended
October 31, 1998 was $89,000 or $.01 per share, compared with net income of $1.2
million or $.19 per share for the same period in the prior fiscal year. An
explanation of these changes in the quarterly results is included in the
Registrant's press release dated December 14, 1998, announcing second quarter
results, which is attached hereto as Exhibit I and is incorporated by reference
herein.
PMR Corporation
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(Name of Registrant as Specified in charter)
has caused this notification to be signed on its behalf by the undersigned
thereunto duly authorized.
Date December 15, 1998 By: /s/ Mark P. Clein
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Title: Executive Vice President and
Chief Financial Officer
INSTRUCTION: The form may be signed by an executive officer of the registrant or
by any other duly authorized representative. The name and title of the person
signing the form shall be typed or printed beneath the signature. If the
statement is signed on behalf of the registrant by an authorized representative
(other than an executive officer), evidence of the representative's authority
to sign on behalf of the registrant shall be filed with the form.
ATTENTION
INTENTIONAL MISSTATEMENTS OR OMISSIONS OF FACT CONSTITUTE FEDERAL CRIMINAL
VIOLATIONS (SEC 18 U.S.C. 1001).
GENERAL INSTRUCTIONS
1. This form is required by Rule 12b-25 (17 CFR 240, 12b-25) of the General
Rules and Regulations under the Securities Exchange Act of 1934.
2. One signed original and four conformed copies of this form and amendments
thereto must be completed and filed with the Securities and Exchange
Commission, Washington D.C. 20549, in accordance with Rule 0-3 of the
General Rules and Regulations under the Act. The information contained in
or filed with the form will be made a matter of public record in the
Commission files.
3. A manually signed copy of the form and amendments thereto shall be filed
with each national securities exchange on which any class of securities of
the registrant is registered.
4. Amendments to the notifications must also be filed on form 12b-25 but need
not restate information that has been correctly furnished. The form shall
be clearly identified as an amended notification.
5. Electronic Filers. This form shall not be used by electronic filers unable
to timely file a report solely due to electronic difficulties. Filers unable
to submit a report within the time period prescribed due to difficulties in
electronic filing should comply with either Rule 201 or Rule 202 of
Regulation S-T (sec 232.201 or sec 232.202 of this chapter) or apply
for an adjustment in filing date pursuant to Rule 13(b) of Regulation S-T
(sec 232.13(b) of this chapter).
2
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EXHIBIT I
[PMR logo]
501 Washington Street, 5th Floor
San Diego, CA 92103
FOR IMMEDIATE RELEASE DECEMBER 14, 1998
PMR ANNOUNCES SECOND QUARTER REVENUES AND EARNINGS
SAN DIEGO, CA -- PMR CORPORATION (NASDAQ NMS - "PMRP"), a leading provider of
disease management services for the Seriously Mentally Ill (SMI), today
announced results for the second quarter ended October 31, 1998.
Revenues for the quarter were $22.4 million, up 27.7% versus revenues of $17.6
million for the same period in the prior fiscal year. Net Income for the quarter
was $89,000 or $.01 per share, compared with net income of $1.2 million or $.19
per share in the second quarter of fiscal 1998. In the second quarter, the
Company expensed approximately $1.8 million, or $.14 per share, for the costs
related to the terminated merger agreement with Behavioral Healthcare
Corporation.
Revenues for the six months ended October 31, 1998, were $40.3 million, up 19.4%
versus revenues of $33.7 million for the same period in the prior fiscal year.
Net Income for the six month period before the effect of a cumulative change in
an accounting principal was $1.2 million or $.16 per share, compared with net
income of $2.1 million or $.36 per share in the six months ended October 31,
1997.
In the first quarter, the company implemented a change in an accounting
principle consistent with the requirements under the Accounting Standards
Executive Committee's Statement of Position on Reporting on Costs of Start up
Activities which requires the write off of previously capitalized start-up and
organization costs. The cumulative effect of this change in an accounting
principle was a non-cash expense, net of taxes, of $593,000 which reduced net
income by $478,000 or $.07 per share for the six months ended October 31, 1998.
"We are pleased to see the elements coming into place for renewed high growth
rates in the Company's business," said Allen Tepper, Chief Executive Officer.
"We enter our third quarter with a significant backlog of outpatient contracts
for implementation by the end of our fiscal year in April. Our Stadt Solutions
joint venture is on track to expand into Tennessee in the fourth quarter and our
new managed care pilot program is successfully enrolling new members."
"Our balance sheet remains strong with more than $7.00 per share in working
capital, of which approximately $5.30 per share is in cash," Tepper added.
"Given the attractive valuation of PMR's stock relative to these fundamentals,
the Company has initiated a share repurchase program."
3.
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PMR is a leader in the development and management of programs and services for
individuals with a serious mental illness. PMR operates 54 programs in 23 states
serving more than 11,000 patients and generated approximately $67 million in
annual revenue in the fiscal year ended April 30, 1998.
This press release contains forward looking statements that involve risks and
uncertainties, including the risk that revenues generated by Stadt Solutions,
LLC will not be sustained; the risk that the new managed care project does not
expand profitably; the risk that new outpatient programs are not developed or do
not meet expectations of revenue and income; and the risks and uncertainties set
forth in the Company's periodic reports and other filings with the Securities
and Exchange Commission. Forward-looking statements reflect the Company's
current views with respect to future events. Actual results may vary materially
and adversely from those anticipated, believed, estimated or otherwise
indicated.
CONTACT:
PMR Corporation: 619-610-4001
Mark Clein, Executive V.P./CFO
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4.
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PMR CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED)
<TABLE>
<CAPTION>
THREE MONTHS ENDED SIX MONTHS ENDED
OCTOBER 31, OCTOBER 31,
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1998 1997 1998 1997
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<S> <C> <C> <C> <C>
Revenue - psychiatric care $ 13,797,558 $ 17,560,514 $ 28,618,615 $ 33,737,294
Revenue - pharmaceutical care 8,619,593 - 11,649,558 -
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Total revenue 22,417,151 17,560,514 40,268,173 33,737,294
Expenses:
Cost of sales of pharmaceutical products 6,747,636 - 9,022,755 -
Direct operating expenses - psychiatric care 9,473,247 12,350,295 19,566,427 23,976,727
Direct operating expenses - pharmaceutical care 1,210,144 - 1,619,647 -
Marketing, general and administrative 2,461,820 2,315,470 5,029,161 4,430,122
Provision for bad debts 1,192,475 758,231 1,908,914 1,421,761
Depreciation and amortization 299,333 255,654 538,527 471,268
Acquisition expense 1,774,772 - 1,774,772 -
Special charge (678,292) - (678,292) -
Interest (income) expense (482,315) (87,796) (991,126) (176,544)
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21,998,820 15,591,854 37,790,785 30,123,334
Income before minority interest, income taxes
and cumulative change 418,331 1,968,660 2,477,388 3,613,960
Minority interest 272,654 -- 511,948 --
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Income before income taxes and cumulative change 145,677 1,968,660 1,965,440 3,613,960
Income tax expense 57,000 807,147 806,000 1,481,721
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Net income before cumulative change 88,677 1,161,513 1,159,440 2,132,239
Cumulative change, net of income tax benefit
-- -- 592,689 --
Net income $ 88,677 $ 1,161,513 $ 566,751 $ 2,132,239
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Earnings per common share before cumulative change
Basic $ 0.01 $ 0.22 $ 0.17 $ 0.41
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Diluted $ 0.01 $ 0.19 $ 0.16 $ 0.36
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Earnings per common share
Basic $ 0.01 $ 0.22 $ 0.08 $ 0.41
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Diluted $ 0.01 $ 0.19 $ 0.08 $ 0.36
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Shares used in computing earnings per share
Basic 6,936,548 5,251,935 6,944,886 5,189,008
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Diluted 7,243,812 5,968,656 7,316,077 5,907,960
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</TABLE>
5.
