-----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, Mdn2NWIv0u862UI/HTTVKcQ0dDBaBziegHZWsT8lI1EsbmrVoOT78NMYQzKwVQRP In/nTVu0OAUx7SpUV7pd2Q== 0000936392-98-000795.txt : 19980514 0000936392-98-000795.hdr.sgml : 19980514 ACCESSION NUMBER: 0000936392-98-000795 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19980512 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 19980513 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: PMR CORP CENTRAL INDEX KEY: 0000829608 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-SPECIALTY OUTPATIENT FACILITIES, NEC [8093] IRS NUMBER: 232491701 STATE OF INCORPORATION: DE FISCAL YEAR END: 0430 FILING VALUES: FORM TYPE: 8-K SEC ACT: SEC FILE NUMBER: 000-20488 FILM NUMBER: 98618482 BUSINESS ADDRESS: STREET 1: 501 WASHINGTON ST 5TH FL CITY: SAN DIEGO STATE: CA ZIP: 92103 BUSINESS PHONE: 6192952227 MAIL ADDRESS: STREET 1: 3990 OLD TOWN AVENUE SUITE 206A CITY: SAN DIEGO STATE: CA ZIP: 92110 FORMER COMPANY: FORMER CONFORMED NAME: ZARON CAPITAL INC DATE OF NAME CHANGE: 19891116 8-K 1 FORM 8-K 1 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): MAY 12, 1998 PMR CORPORATION (Exact name of registrant as specified in its charter) DELAWARE (State or other jurisdiction of incorporation) 000-20488 23-2491707 (Commission File No.) (IRS Employer Identification No.) 501 WASHINGTON STREET, 5TH FLOOR SAN DIEGO, CALIFORNIA 92103 (Address of principal executive offices and zip code) Registrant's telephone number, including area code: (619) 610-4001 2 ITEM 5. OTHER EVENTS. PMR hereby incorporates by reference the contents of the news release announcing a special charge and preliminary estimate of fourth quarter results filed as Exhibit 99.1 to this report. 2. 3 ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS. (C) EXHIBITS. 99.1 News Release dated May 12, 1998. 3. 4 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. PMR CORPORATION Dated: May 13, 1998 By: /s/ MARK P. CLEIN -------------------------------- Mark P. Clein Executive Vice President and Chief Financial Officer 4. 5 INDEX TO EXHIBITS PAGE NO. 99.1 News Release dated May 12, 1998. 5. EX-99.1 2 EXHIBIT 99.1 1 Exhibit 99.1 PMR CORPORATION LOGO 501 Washington Street, 5th Floor San Diego, CA 92103 FOR IMMEDIATE RELEASE MAY 12, 1998 PMR CORPORATION ANNOUNCES PLAN TO TAKE A SPECIAL CHARGE AND PRELIMINARY ESTIMATE OF FOURTH QUARTER RESULTS San Diego, CA - PMR CORPORATION (NASDAQ NMS - "PMRP") announced today that it plans to recognize a special charge in the quarter ended April 30, 1998 in an amount preliminarily estimated to be approximately $4.7 million. The charge will be comprised primarily of expenses associated with the closing of several programs, including a $2.2 million reserve for anticipated reductions in collections due to site closures, as well as an accrual for anticipated expenses related primarily to the previously disclosed "provider based" challenges at the San Diego programs. Fourth quarter results including the special charge will be a loss ranging from $1.7 million to $1.9 million, or $.25 to $.28 per share. Exclusive of the special charge, the company anticipates reporting fourth quarter net income from operations of approximately $850,000 to $1,050,000, or $.11 to $.14 per share. These operating earnings include expenses of approximately $390,000 or $.03 per share related to the losses from the closed sites and legal and accounting costs associated with an incompleted acquisition which were incurred during the fourth quarter but were not part of the special charge. Earnings in the quarter were adversely affected by a level of general and administrative expenses which anticipated new program implementations which did not occur due primarily to regulatory uncertainties. The estimates for the special charge and fourth quarter results are preliminary and subject to the completion of the company's year-end audit. The company anticipates reporting year-end audited results in mid June. "Given the scheduled change from cost reimbursement to a prospective payment system on January 1, 1999 in the Outpatient Program business, we felt it was prudent to evaluate all of our programs and in conjunction with our providers, terminate those management contracts which were under-performing financially, or were not anticipated to prosper in a prospective payment environment, due to their presence in smaller markets," said Allen Tepper, CEO. "We believe that the closing of these programs should have a positive impact on the company's future financial results." 6. 2 The Company plans a conference call for tomorrow, Wednesday May 13, at 8:30 AM EST to discuss these events and other issues of interest. Participants please call 1-800-289-0438, confirmation number 478314. A replay of the call will run for approximately 24 hours, beginning at 10:30 AM EST. The number for the replay is 1-888-821-9362. PMR is a leader in the development and management of programs and services for individuals with a serious mental illness. PMR currently manages 50 programs in 12 states in both fee-for-service and managed care environments, principally focused on the public sector market. This press release contains forward looking statements that involve risks and uncertainties, including the risk that the closing of certain programs will not have a positive impact on the Company's future financial results, risks that the preliminary estimate of the amount of the special charge, the net loss and operating earnings will be different than the actual amounts ultimately determined and reported, as well as the risk that the special charge does not include all of the potential costs related to the closed programs and the regulatory issues associated with certain programs; 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 ### 7. -----END PRIVACY-ENHANCED MESSAGE-----