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                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM 10-K

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

                    FOR THE FISCAL YEAR ENDED APRIL 30, 2000

                                       OR

[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
    ACT OF 1934 [NO FEE REQUIRED]

            FOR THE TRANSITION PERIOD FROM __________ TO ___________

                           COMMISSION FILE NO. 0-20488

                                ----------------

                                 PMR CORPORATION
             (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

                                ----------------

            DELAWARE                                     23-2491707
(STATE OR OTHER JURISDICTION OF             (I.R.S. EMPLOYER IDENTIFICATION NO.)
 INCORPORATION OR ORGANIZATION)

 501 WASHINGTON STREET, 5TH FLOOR                           92103
      SAN DIEGO, CALIFORNIA                               (ZIP CODE)
 (ADDRESS OF PRINCIPAL EXECUTIVE
           OFFICES)

       (REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE) (619) 610-4001

                                ----------------

        SECURITIES REGISTERED PURSUANT TO SECTION 12(B) OF THE ACT: NONE
           SECURITIES REGISTERED PURSUANT TO SECTION 12(G) OF THE ACT:
                     COMMON STOCK, PAR VALUE $.01 PER SHARE

   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 [X] No [ ]

   Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10K or any amendment to this
Form 10K [ ].

   As of June 30, 2000, the approximate aggregate market value of the Common
Stock held by non-affiliates of the registrant was $13,911,730, based upon the
closing price of the Common Stock reported on the Nasdaq National Stock Market
of $3.375 per share. See footnote (1) below.

   The number of shares of Common Stock outstanding as of June 30, 2000 was
7,058,017.

                       DOCUMENTS INCORPORATED BY REFERENCE

   Portions of the PMR Corporation Notice of Annual Meeting of Stockholders and
Proxy Statement relating to the 2000 Annual Meeting of Shareholders, which the
Registrant intends to file within 120 days of April 30, 2000, are incorporated
by reference in Part III of this form.

-----
(1) The information provided shall in no way be construed as an admission that
    any person whose holdings are excluded from the figure is not an affiliate
    or that any person whose holdings are included is an affiliate and any such
    admission is hereby disclaimed. The information provided is included solely
    for record keeping purposes of the Securities and Exchange Commission.

================================================================================

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                                 PMR CORPORATION
               FORM 10-K FOR THE FISCAL YEAR ENDED APRIL 30, 2000


                                TABLE OF CONTENTS


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<S>                                                                             <C>
                                     PART I
Item 1.    Business............................................................   1
Item 2.    Properties..........................................................  13
Item 3.    Legal Proceedings...................................................  13
Item 4.    Submission of Matters to a Vote of Security Holders.................  13


PART II
Item 5.    Market for the Registrant's Common Equity and Related Stockholder
             Matters                                                             15
Item 6.    Selected Financial Data.............................................  16
Item 7.    Management's Discussion and Analysis of Financial Condition and
             Results of Operations.............................................. 18
Item 7A.   Quantitative and Qualitative Disclosures About Market Risk........... 27
Item 8.    Financial Statements and Supplementary Data.........................  28
Item 9.    Changes in and Disagreements with Accountants on Accounting and
             Financial Disclosure..............................................  28

                                    PART III

        Information called for by Part III has been omitted as the Registrant
intends to file with the Securities and Exchange Commission not later than 120
days after the close of its fiscal year a definitive Proxy Statement pursuant to
Regulation 14A.


                                    PART IV

ITEM 14.   Exhibits, Financial Statements Schedules and Reports on Form 8-K....  30
Signatures.....................................................................  32
</TABLE>

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                                     PART I

        Except for the historical information contained herein, the following
discussion contains forward-looking statements that involve risks and
uncertainties. Our actual results could differ materially from those contained
in or implied by the forward-looking statements. Factors that could cause or
contribute to such differences include those discussed in the description of our
business below and in "Item 7. Management's Discussion and Analysis of Financial
Condition and Results of Operations - Forward-Looking Statements."

ITEM 1. BUSINESS

GENERAL

        Over the past twelve years PMR Corporation and its subsidiaries ("PMR,"
the "Company" or "we") has been a leader in the development and management of
specialized mental health care programs and disease management services designed
to treat individuals diagnosed with a serious mental illness ("SMI"), primarily
schizophrenia and bipolar disorder (i.e., manic-depressive illness). We
currently manage, administer or provide consulting services for a range of
outpatient and community-based psychiatric services for SMI patients, consisting
of six outpatient programs (the "Outpatient Programs") and two case management
programs (the "Case Management Programs"). We refer to these programs in this
document as "Health Services Programs".

        During the fiscal year ended April 30, 2000, we began to implement a
changed business strategy. We focused on maximizing cash flow in the Health
Services Programs and reducing the number of Outpatient Programs managed by us,
hence minimizing our exposure to the changing regulatory environment. The
Outpatient Programs are heavily dependent on reimbursement by Medicare and
Medicaid. The reduction in these services was the result of a management
decision predicated on existing and proposed regulatory changes that (i)
increased obstacles to the marketability of our services and (ii) increased
costs of compliance with the regulatory environment.

        In addition, in September 1999, we organized InfoScriber(TM) Corporation
("InfoScriber"), a wholly-owned subsidiary, which has a business plan to become
a leading provider of strategic health information for pharmaceutical companies,
medical device companies, managed care organizations and health care providers.
We believe that InfoScriber is developing a unique and valuable information
asset for industry and providers, namely, a "practice-based", real world,
longitudinal database for researching, analyzing and understanding physician
prescribing patterns. This database will be driven by a proprietary, web-based
medication management system, which will capture critical disease-specific
information at the point of prescribing. In addition to providing a core data
set that we believe is generally unavailable from current sources, the system
will also incorporate a proprietary ability to capture information related to
the underlying rationale for medication decisions. InfoScriber intends to build
a statistically acceptable panel of physician users so that the data being
captured will be representative of prescribing patterns and can be used for
general analysis and business decision-making. Our first physician panel will be
in the area of central nervous system ("CNS") disorders, a therapeutic area in
which we have developed expertise from our twelve years of experience as a
leading disease management company in the CNS area. After the establishment of
the CNS panel, we intend to establish additional panels to gather data from
other therapeutic areas. We have not yet commercially introduced the InfoScriber
system and, accordingly, InfoScriber has generated no revenues to date. We do,
however, anticipate commercial introduction of the InfoScriber system in the
near future.

        PMR was incorporated in the State of Delaware in 1988. The operations of
PMR include the operations of its wholly owned subsidiaries, Psychiatric
Management Resources, Inc., Collaborative Care Corporation and InfoScriber. The
principal executive offices of the Company are located at 501 Washington Street,
5th Floor, San Diego, California 92103. The Company's telephone number is (619)
610-4001.



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THE MARKET AND INDUSTRY BACKGROUND

        According to research reports from SG Cowen and Company and Bear
Stearns, Inc., the mental health, or CNS, industry represents over $19 billion
in annual prescriptions and is one of the largest and fastest growing segments
of the $100 billion pharmaceutical industry. Five of the top 40 prescribed drugs
in the world are in the CNS category.

        For InfoScriber, we are targeting the market for strategic information
relating to medications that have received marketing approval from the Food and
Drug Administration ("FDA") (the "post approval market"). Although difficult to
determine, we estimate that the size of the post-approval market is in excess of
$3 billion annually.

        The post-approval market is composed of two major segments. The first
segment is known as "secondary" research data and includes data drawn from a
source other than the original creator of the data (such as the provider of the
care or the patient). The most prevalent example of secondary research data is
"claims-based" data. The leading providers of secondary, or claims-based, data
collect and process claims-based data from retail drug stores and resell this
data primarily to pharmaceutical companies. This data is used principally to
track market share and sales performance of pharmaceutical products. The second
segment of the post approval market is known as "primary" research data because
the data is drawn from the original source, specifically the provider or
patient. Unlike secondary, or claims-based data, primary data is generally not
available in large historical databases. With the exception of some disease
specific patient registries in categories such as infertility, primary research
data is generally created through ad-hoc, custom studies involving surveys,
self-administered diaries and interviews. Primary data is used to produce custom
studies for diverse reasons including market research, outcomes research,
marketing and sales strategy and product planning. The primary data segment of
the market is extremely fragmented and includes numerous consulting firms,
academics, market research firms, outcomes research firms and other
organizations involved in data collection.

        We believe that InfoScriber can capture market share from both segments
of the post approval market and potentially create a new market opportunity.
Specifically, the InfoScriber database will provide the validity and depth of
primary data with the speed and ease of access that has traditionally been
available only with syndicated secondary data.

INFOSCRIBER

        GENERAL.

        The business objective of InfoScriber is to provide critical and
strategic, disease-specific information to pharmaceutical companies, health
services providers, managed care organizations and other health care
organizations. Initially, InfoScriber will focus on providing information
specific to diseases of the CNS, building on the experience we developed as a
leading disease management company in the CNS arena. We believe that our
information business will be unique because it is built around a proprietary
technology to develop a "practice-based", real world, longitudinal database for
researching, analyzing and understanding physician prescribing patterns. Our
technology incorporates an ability to embed inquiries within a web-based
electronic prescribing system based on individual prescription information input
by a network of physicians and other health care providers. With this technology
we will be able to collect information about the decisions made at the point of
care and gain insight into the underlying reasons for "why" those decisions were
made. When combined with our statistically representative panels of physician
users, we will create what we believe is the first real-time and secure database
of health information captured at the point of prescribing in a web-based
environment. The InfoScriber system is presently being tested and we are
actively recruiting physician users and introducing the products to potential
pharmaceutical purchasers.



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        DEVELOPMENT AND OPERATIONS.

        In developing the InfoScriber system, we are seeking to provide medical
information by creating a "practice-based" database of information that is
captured at the point of prescribing. Today, purchasers of medical information
rely predominantly on information that is derived from claims data or
after-the-fact interviews of health care providers. The InfoScriber system,
unlike currently available methods of data collection, captures data on a
real-time basis and provides insight as to the reasons that a medication or
therapy was prescribed, as well as the nature of the prescription.

        It is our belief that the market for InfoScriber data will include
pharmaceutical and medical device companies, research organizations (market,
outcomes and clinical research), provider organizations and managed care
organizations. This data can be organized to follow patients' outcomes and to
permit an understanding of changes in physician prescribing habits, all while
ensuring the maintenance of confidentiality and security of patient-identifying
information. We believe the InfoScriber system will offer better and faster
information for marketing, product management and clinical development efforts,
and, in doing so, will provide those organizations with a competitive advantage
in meeting market challenges.

        The InfoScriber system was designed as a data engine, capturing
information about the patient, prescriber and prescribing action within the
physician's normal workflow. This functionality, coupled with the ability to
conduct ad hoc and structured surveys, provides extensive potential for
customization beyond the following, anticipated product features, which may
include, but not be limited to: core report subscription sets for specific
psychiatric medication categories; detailed reports and analyses of dosing and
patterns for a specific medication; customized reports detailing prescription
changes by physicians within a specific medication class; customized reports and
analyses of the patterns of use of specific medication in combinations with all
other medications; ad hoc customized inquiry and report capability derived from
the core InfoScriber data set; real-time on-line survey capability offered to
prescribers as part of their daily workflow; and, customized market research
studies including, but not limited to, the use of advanced statistical methods
that can differentiate prescribers into meaningful groups, predict responses to
new products, assess patterns of response following introduction of a product
launch, support the development of targeted product messages, and build
predictive models for business planning and marketing.

    We have applied for a U.S. patent with respect to the InfoScriber system and
    that application is pending.

        PROVIDER PARTICIPATION AS DATA SOURCE.

        We are in the process of establishing a national panel of participating
providers comprised of physicians, psychiatric practices and community mental
health organizations. We intend for the InfoScriber panel of participating
providers to be a combination of a nationally-representative group of
prescribers, and a more widespread group of physicians. Although the system can
be designed for virtually any chronic disease state, the initial panel is
focused on physicians who treat CNS disorders, principally psychiatrists. We
anticipate expanding the panel of participating providers to develop a
statistically-representative panel in CNS and developing additional disease
state panels in the future, focusing on those areas where a significant
percentage of the disorders are chronic in nature with large and established
medication markets. We believe that the combination of a
statistically-representative national panel and a more widespread panel of
physicians will enable us to achieve maximum statistical precision and value,
while maintaining a broad information base.

        Participation in the network will allow the participants to receive
certain standard and custom reports and analyses regarding their data as well as
aggregated reports, from which patient-identifying data has been deleted,
gathered from other participants. Through network membership agreements,
InfoScriber is granted a license to use the data and InfoScriber retains
ownership of all surveys conducted. The agreements are typically for a term of
one year, with annual automatic renewal provisions. Certain participants have
been granted charter membership in the network under which any fees for
installation and use of the InfoScriber system are waived for the first year.
Thereafter, charter participants are required to pay an annual per user fee.

        Currently, we have approximately sixty agreements with physicians,
psychiatric practices and community mental health organizations to exclusively
use the InfoScriber system for automating prescribing and improving



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their medication management systems. We believe that the number of participants
to date indicates a potential prescriber network in excess of 350 providers and
we anticipate the number to increase with the commercial introduction of the
InfoScriber system.

        In addition to the participating provider panel, in March 2000,
InfoScriber established a Scientific Advisory Board ("SAB") that is composed of
recognized experts and leaders in the treatment and clinical research in CNS
disorders. The objective of the SAB is to provide clinical guidance and
expertise on the nature of the physician inquiries, the nature of the data to be
collected through the InfoScriber system that will be provided to clinicians and
in the design of the data collection process to provide information needed by
pharmaceutical companies, managed care organizations or other organizations.
InfoScriber expects to add members to the SAB as it expands its therapeutic
focus. The SAB is presently formed with the following members:

        -       DENNIS S. CHARNEY, M.D., Professor of Psychiatry and Deputy
                Chair of Academic and Scientific Affairs at the Yale University
                School of Medicine;

        -       KENNETH DAVIS, M.D., Chair and Professor of Psychiatry at Mount
                Sinai University in New York and Director of the Alzheimer's
                Disease Research Center;

        -       JOHN GREIST, M.D., Chief Executive Officer for Healthcare
                Technology Systems and distinguished scientist with the Madison
                Institute of Medicine;

        -       ROBERT M.A. HIRSCHFELD, M.D., Chair and Professor of Psychiatry
                and Behavioral Sciences at the University of Texas Medical
                Branch at Galveston;

        -       HERBERT Y. MELTZER, M.D., Professor of Psychiatry and
                Pharmacology and Director of the Division of Psychopharmacology
                at the Vanderbilt University School of Medicine;

        -       CARL SALZMAN, M.D., professor of Psychiatry - Harvard Medical
                School at the Massachusetts Mental Health Center specializing in
                geriatric psychiatry and psychopharmacology; and

        -       ALAN SCHATZBERG, M.D., Chairman of the Department of Psychiatry
                and Behavioral Sciences at Stanford University.

        INTENDED MARKET FOR PROCESSED INFORMATION.

        Our objective is to become a leader in providing current medical
information to pharmaceutical, medical device, managed care and certain provider
organizations to assist them in making strategic business decisions. We also
believe that the information generated from our system will be of interest to
companies that presently service these industries, such as market research,
outcomes research and clinical research organizations.

        In order to achieve our objective, we intend:

        -       to expand our network of participating physicians and other
                providers to the point that it is statistically representative;
                and

        -       to enter into several commercial agreements to provide medical
                data generated by the InfoScriber system focusing, primarily, on
                pharmaceutical companies and, secondarily, on managed care and
                other health care organizations, researchers and government
                agencies.

        In addition to direct sales and marketing efforts directed at the
pharmaceutical industry, we expect to establish marketing or promotion
relationships with organizations that presently provide services to
InfoScriber's target markets. We will initially concentrate on the CNS segment
of health care and intend to expand to other disease states in the future.
Presently, our marketing efforts are undertaken by our own marketing and
development personnel who focus upon the dissemination of information about the
benefits of the InfoScriber system and



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services. In addition, we may also establish strategic or co-marketing
agreements with organizations that have established sales forces for selling
information products and services to the pharmaceutical industry.

        CONTRACTS.

        We intend to enter into commercial agreements with pharmaceutical
companies, managed care and other health care organizations, researchers and
government agencies relating to the InfoScriber data. We anticipate that these
agreements will generate revenues from a variety of different data services we
expect to offer to the users, including, but not limited to: annual
subscriptions to the database, which will include suites of reports and analyses
on prescribing patterns; annual or quarterly fees for custom reports and
analyses on prescribing patterns that are beyond the scope of the standard suite
of reports; fees for ad hoc custom reports; fees for customer requested
web-based surveys of InfoScriber's physician panel; revenue from custom studies
generated by research firms that seek to access the system for data collection;
and revenue from web-based surveys generated by research firms that seek to
access InfoScriber's physician panel.

        COMPETITION.

        The health information business is intensely competitive. There are
numerous companies, large and small, that provide some level of health
information services or electronic prescription systems. In our view, however,
none of these companies provide the unique, specialized services of InfoScriber.
Many of these companies have substantially greater resources than we do. While
we believe that the InfoScriber system, when commercially introduced, will
become commercially viable, there can be no assurance that InfoScriber will be
able to compete successfully with its present or future competitors.

HEALTH SERVICES PROGRAMS

        OUTPATIENT PROGRAM MANAGEMENT SERVICES.

        One aspect of our historical business is the provision of management,
administrative and consulting services to acute care hospitals, psychiatric
hospitals and community mental health centers ("CMHCs") with respect to their
outpatient programs, specifically Outpatient Programs for patients diagnosed
with SMI ("Outpatient Program Management Services"). We do not render any
medical or clinical services in connection with our Outpatient Program
Management Services; all of these services are provided by the hospitals, CMHCs,
and their personnel.

        The Outpatient Programs that we currently manage or administer consist
primarily of psychiatric partial hospitalization programs. In these programs,
the patient is ambulatory, but requires intensive, coordinated clinical services
for SMI. In general, these programs are an alternative to inpatient care. They
involve patients in crisis or recovering from crisis who, thus, require more
intensive clinical services than those generally available in a traditional
outpatient setting.

        Presently, our Outpatient Program Management Services are provided under
contracts with acute care hospitals. These contracts generally govern the method
by which we provide consulting or management services, the responsibility of the
hospital provider for licensure, billing, staff, insurance and the provision of
health care services and the manner in which we will be compensated. Typically,
we provide a program administrator or consultant, proprietary software and data
systems, policies and procedures, clinical protocols and curricula and other
technical and administrative information that enhance the quality of care and
the efficiency of administration of the program.

        These contracts generally provide for payment of fees by the hospital
based on the services that we provide and/or a fixed fee. The hospital maintains
responsibility for substantially all direct program costs under these contracts.

        Historically, the costs incurred by the providers (hospitals or CMHCs)
for our Outpatient Program Management Services have been recovered by the
provider through reimbursement by third party payors, typically Medicare and
Medicaid. In that regard, the providers submitted invoices to the third party
payors or requests for



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reimbursement in accordance with the regulations applicable to the governmental
programs. The changing regulatory environment in recent years has resulted in
the denial by Medicare or its fiscal intermediaries of claims for patient
services rendered by the provider with respect to our services and/or
disallowance of reimbursement to the providers for portions of our fees. Under
the terms of some of our terminated or expired contracts, as well as some of our
current contracts, we are required to indemnify the providers for some or all of
our fees if the fees are disallowed by Medicare or its fiscal intermediaries, or
if the claims associated with our fees for services rendered to patients are
denied. In some instances, we are required to indemnify the hospital for
certain of the hospital's direct costs if the claims associated with our fees
for services rendered to patients are denied. For further information regarding
this matter, see "Item 7. Management Discussion and Analysis of Financial
Condition and Results of Operations - Liquidity and Capital Resources."

        As a result of existing and proposed regulatory changes that (i)
increased obstacles to the marketability of our services and (ii) increased
costs of compliance with the regulatory environment, we undertook to review this
aspect of our business. Following that review and during the fiscal year and
through July 31, 2000, contracts to furnish Outpatient Program Management
Services to 36 Outpatient Programs, which we determined to be unprofitable or
could not be successfully restructured, were terminated or expired without
renewal. As of June 30, 2000, we manage or provide consulting services for six
Outpatient Programs. Of these Outpatient Programs, two have a remaining contract
term of four years but will likely be renegotiated. The remaining four
Outpatient Programs have contracts with terms of less than one year, and such
contracts will not be renewed unless sooner renegotiated. In general, we do not
intend to devote resources to the development of additional contracts for
Outpatient Program Management Services.

        The Outpatient Programs contributed revenues of $26.9 million for the
fiscal year ended April 30, 2000, a decrease of $16.8 million, or 38.4%, as
compared to fiscal year 1999. None of the Outpatient Programs that we
administered during fiscal years 2000 and 1999 contributed more than 10% of our
consolidated revenues from continuing operations for the respective years.

        CASE MANAGEMENT PROGRAMS.

        We acquired the model for our Case Management Programs in 1993. That
model, as refined by us since then, constitutes a proprietary system for
managing, in a managed care environment, treatment, rehabilitation and support
for a limited population of individuals diagnosed with SMI.

        Specifically, our Case Management Programs provide SMI patients with
personalized, one-on-one services designed to stabilize their daily lives and to
provide early intervention in crisis situations. In this fashion, our programs
limit the incurrence of the costs related to catastrophic events leading to
inpatient hospitalization. Each program utilizes a case manager whose
responsibilities include consumer education, crisis plan development, crisis
event response, patient needs assessment, review of patient treatment plans,
linking patients to emergency services and reviewing and authorizing services.
Depending upon the needs of the specific case management population and the
varying markets, these services may include 24-hour case management, crisis
intervention, respite services, housing assistance, medication management and
routine health screening. In providing case management services, we do not
provide medical or clinical services; such services are performed by the case
management agencies with whom we contract.

        In general, we provide case management services pursuant to long-term
exclusive management agreements. Under these agreements, we contribute our
proprietary clinical protocols and assessment tools and our management
expertise. Depending on the program, we also provide on request training,
management information systems support and accounting and financial services.

        The Nashville Case Management Program is administered pursuant to a
management and affiliation agreement with the contracting case management
agency. We are responsible for developing and implementing detailed operating
protocols relating to training procedures, management information systems,
utilization review, coordination of quality assurance, contract development and
other management and administrative services, and the provision of mental health
services. Pursuant to the terms of the management and affiliation agreement, we
manage and operate the delivery of case management and other covered psychiatric
services. The case management agency



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is, however, responsible for staff personnel and program facilities, and retains
final discretionary authority to approve the related policy manual, staffing
issues and overall program operations. The term of the Nashville management and
affiliation agreement expires on April 30, 2002, and may only be terminated upon
the occurrence of events such as (i) a loss of accreditation or other required
licensing or regulatory qualifications, (ii) material breach by either party,
(iii) certain legislative or administrative changes that may adversely affect
the continued operation of the program and (iv) failure to achieve certain
performance targets after designated notice and cure periods. Through the
Nashville Case Management Program, we currently provide case management services
in Davidson County, Tennessee to approximately 4,000 individuals residing
primarily in Nashville.

        The Memphis Case Management Program is administered pursuant to a
provider services agreement for a term of four years expiring on May 31, 2002
under which we provide billing, contract development, quality assurance and
liaison services and allow the agency to utilize our protocols.

        Case management contracts in Tennessee accounted for 34% and 19% of our
consolidated revenues from continuing operations for fiscal year 2000 and fiscal
year 1999, respectively.

        COMPETITION.

        In general, the operation of psychiatric programs is characterized by
intense competition. General, community and specialty providers, including
national companies and their subsidiaries, provide many different health care
programs and services. Many other companies engaged in the management of
outpatient psychiatric programs compete with us for the establishment of
affiliations with acute care providers. Many of these present and future
competitors are substantially more established and have greater financial and
other resources than we do. In addition, our current and potential providers may
choose to manage mental health programs themselves rather than contract with us.
There can be no assurance that we will be able to compete effectively with our
present or future competitors, and any such inability could have a material
adverse effect on our business, financial condition and results of operations.

        Although we may consider opportunities that may arise in such areas, we
do not intend to continue to devote marketing resources with respect to our
Health Services Programs.

REGULATORY MATTERS

        COMPLIANCE WITH MEDICARE GUIDELINES; REIMBURSEMENT FOR PARTIAL
HOSPITALIZATION PROGRAMS

        With respect to our revenues derived from payments made by providers to
us for Outpatient Program Management Services, we bill our fees to the provider
as a purchased management, administrative and consultative support service.
Substantially all of the patients admitted to these programs are eligible for
Medicare coverage and thus, the providers rely upon payment from Medicare for
the services. Many of the patients are also eligible for Medicaid payments.

        As discussed below, there are at least three factors that will affect
the revenue received by hospitals for Outpatient Programs managed by us: (i)
coverage of services by third party payors, principally Medicare, i.e., payors
will not pay any amount unless the services are covered; (ii) the amounts paid
by third party payors, principally Medicare, for covered services; and (iii) the
amounts paid by patients or their secondary payors for "coinsurance". To the
extent that a hospital deems revenue for a program we managed to be inadequate,
it may terminate its contract with us or not renew the contract. Similarly, we
will not obtain new contracts for Outpatient Program Management Services if
prospective customers do not believe that such programs will generate sufficient
revenue.

        MEDICARE COVERAGE

        Medicare has published criteria limiting its coverage for partial
hospitalization services to patients whose conditions are quite severe. The
proper interpretation of Medicare's coverage criteria is often not clear. In
addition, "intermediaries," or private contractors, who administer the Medicare
program as contractors to the government,



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<PAGE>   10
often interpret the Medicare coverage criteria in a very restrictive manner.
Even when a patient should be found to meet the Medicare coverage, Medicare may
deny coverage because the patient's condition was not documented adequately in
the patient's medical record.

        Some adverse coverage determinations are made at the time the claim is
presented. In such cases, Medicare does not pay for the services it deems not to
be covered. In other instances, Medicare conducts coverage audits after claims
have been paid. Often such audits are based on a sample of claims from a period,
and the results of the sample are extrapolated to the universe of claims
submitted for the entire period. In such instances, Medicare may demand
repayment from the provider of several hundreds of thousands of dollars or more.
Because the Office of the Inspector General of the Department of Health and
Human Services ("OIG") as well as the Health Care Financing Administration of
the Department of Health and Human Services have both identified partial
hospitalization services as having often been billed to and paid by Medicare
even though the services did not meet Medicare's coverage criteria, we expect
the frequency and intensity of coverage reviews and audits of partial
hospitalization services to continue or to increase in the future.

        Coverage denials can have a direct adverse impact on us since some of
our current as well as terminated contracts obligate us to refund to the
provider fees paid to us, and in some instances certain of the hospital's direct
costs, with respect to services for which coverage is denied. See "Item 7.
Management's Discussion and Analysis of Financial Condition - Liquidity and
Capital Resources."

        Depending on the basis for the denial of coverage, the provider may be
able to appeal the coverage denial. We have assisted providers in appealing
coverage denials and have, to date, prevailed in many of the cases we have
pursued, resulting in restoration of our fees previously not paid because of the
denial. There can be no assurance that coverage denials for services managed by
us will be overturned at that rate in the future. In addition, we do not
undertake to appeal all services and may decide in the future not to pursue any
such appeals. The appeal process can often extend for more than a year.

        MEDICARE PAYMENT RATES FOR COVERED SERVICES

        On or about August 1, 2000, under a new Medicare payment formula called
the outpatient prospective payment system, Medicare will pay a pre-established
rate to providers for outpatient services. Under the new formula, Medicare will
pay $202.14 per day (adjusted up or down for differences in wages from area to
area) of partial hospitalization service, assuming that the services meet
Medicare's coverage criteria (see "- Medicare Coverage"). Medicare will pay this
amount regardless of whether it is more or less than a hospital's actual costs,
although there is a three-year transition period during which hospitals whose
aggregate costs for Medicare outpatients exceed the Medicare rates will receive
some additional Medicare payments, but not up to the level of full costs. The
Medicare rates for outpatient services should be updated annually, but in the
past when Medicare has adjusted other rates similar to its new rates for
hospital outpatient services, the updates have often been increases in amounts
that were less than the increase in the "hospital market basket," i.e., the
increase in costs of items and services purchased by hospitals. In some
instances, Medicare has reduced rates in the updating process.

        PATIENT COINSURANCE, MEDICAID COVERAGE OF MEDICARE COINSURANCE AMOUNTS,
AND MEDICARE ALLOWABLE BAD DEBTS

        Although Medicare has established a rate for partial hospitalization
services of $202.14 per day, Medicare will not pay that full amount to a
hospital. It will deduct from that rate an amount for patient "coinsurance," or
the amount that the patient is expected to pay. For partial hospitalization
services, the national unadjusted patient coinsurance amount is approximately
$48.17.

        Most of the patients receiving services in partial hospitalization
programs managed by us are unable to pay the coinsurance amount. If such
patients are also covered by Medicaid, the Medicaid program usually will not pay
the Medicare coinsurance amount in states where we furnish Outpatient Program
Management Services. Thus, the Medicare coinsurance amount will go uncollected
by the provider except to the extent that the provider is partially reimbursed
that amount as a Medicare "bad debt" as described in the following paragraph.



                                       8
<PAGE>   11

        To the extent that neither a Medicare patient nor any secondary payor
for that patient pays the Medicare coinsurance amount after a documented
reasonable collection effort or the patient's indigence is documented, the
provider is entitled to be paid 55 percent of this "bad debt" by Medicare.
However, there are many instances when Medicare denies reimbursement for all or
part of claimed bad debts for coinsurance on Medicare patients on grounds that
the provider did not engage in a reasonable collection effort or that the
provider failed to maintain adequate documentation of its collection effort or
of the patient's indigence.

        EFFECT OF NEW MEDICARE PAYMENT METHODOLOGY

        We cannot predict the effect of the new Medicare payment methodology for
partial hospitalization and other services. Customers contracting for our
Outpatient Program Management Services now have the possibility that they can
make a profit on the types of services managed by us, but also have greater
exposure to losses. We cannot predict what effect the new Medicare payment
methodology will have on our customers' willingness to continue or renew
existing contracts or on potential customers entering into new contracts to the
extent that we seek to obtain new contracts.

        MEDICARE COST REIMBURSEMENT FOR PARTIAL HOSPITALIZATION FOR SERVICES
FURNISHED PRIOR TO MEDICARE'S OUTPATIENT PROSPECTIVE PAYMENT SYSTEM

        Prior to the implementation of Medicare's outpatient prospective payment
system, Medicare paid for partial hospitalization services on the basis of
"reasonable cost," subject to coinsurance of 20 percent of the provider's
charges. Medicare made interim payments to a provider based on an estimate of
the provider's cost, and then made a final settlement based on an annual cost
report filed by the provider. Providers claimed fees paid to us as part of their
allowable costs for serving Medicare covered patients. Under the applicable
Medicare principles of reimbursement, our fees should be allowed if they are
"reasonable" and relate to covered services. Medicare's policy directs that
generally the reasonableness of our fees should be evaluated by the market value
of the services furnished by us. We believe that our fees are and have been fair
market value for the services furnished. Nevertheless, there have been occasions
when Medicare has disallowed a portion of our fees, and that may occur in the
future as Medicare conducts audits of cost reports for periods through July 31,
2000 (or such time as cost reimbursement ends for hospital outpatient services).
In some instances, we have a contractual obligation to repay a provider the
amount of our fees, which are disallowed.

        MEDICARE CRITERIA FOR "PROVIDER-BASED" SITES

        In order for Medicare to cover partial hospitalization services, the
services must be furnished by a hospital or a CMHC. In many instances, we have
managed Outpatient Programs for a hospital or CMHC where the program has been
conducted away from the main campus of the provider. Such services have been
covered by Medicare as the provider's services on the basis that the site where
the services were furnished was a "provider-based" site. In 1996, Medicare
published a policy that defined more narrowly than prior practice what was a
"provider-based" site. In April 2000, Medicare published a final regulation
effective October 10, 2000 that further defined what is a "provider-based" site.
In addition, the April 2000 final regulation specifies instances when there may
be retrospective recoveries of amounts previously paid by Medicare if a
determination is made that a site was not "provider-based."

        We believe that the sites we presently manage are provider-based within
the meaning of the April 2000 final regulation, and we expect that our provider
customers will obtain, or have obtained, determinations of such provider-based
status from Medicare. However, it is possible that such sites will not obtain
approval as provider-based sites or will lose such approval in the future. In
such instances, there may be a loss of Medicare coverage for services furnished
at that site and there may be a retrospective recovery by Medicare.

        There also is a risk that Medicare will determine that sites where we
furnished Outpatient Program Management Services in the past were not
provider-based. Such a determination would not necessarily trigger a demand for
repayment from the provider since there is a "good faith" exception to demanding
recoupment of amounts paid if the site: (i) was held out to the public as part
of the provider; (ii) was part of the provider's licensed premises (if licensure
was required); (iii) the provider billed Medicare a facility charge; and (iv)
the physicians



                                       9
<PAGE>   12
practicing at the site properly indicated the site of service on their bills to
Medicare for professional services. We believe, but cannot assure, that the
sites we managed met the good faith exception for retrospective recoveries. If a
site managed by us in the past were found not to have been provider-based and
the "good faith" exception not met, Medicare would demand repayment in full for
the amounts it had paid for partial hospitalization services for all periods,
which are subject to reopening at the time of the determination (generally the 5
preceding years, but could be more in individual circumstances). If such demands
were made upon providers that had contracted with us, it is possible that the
providers would seek indemnity or damages from us. In some instances, it is
possible that a court would interpret our contract with a provider as requiring
us to indemnify the provider asserting such a claim.


        COMPLIANCE WITH MEDICAID REGULATIONS AND POTENTIAL CHANGES

        We cannot predict the extent or scope of changes which may occur in the
ways in which state Medicaid programs contract for and deliver services to
Medicaid recipients. All Medicaid funding is generally conditioned upon
financial appropriations to state Medicaid agencies by the state legislatures
and there are political pressures on such legislatures in terms of controlling
and reducing such appropriations. With respect to our Case Management Programs
reimbursed by behavioral health organizations, the overall trend is generally to
impose lower reimbursement rates including incentives to assume risk not only by
licensed managed care organizations with whom state Medicaid agencies contract,
but by subcontracted providers, such as us. Consequently, any significant
reduction in funding for Medicaid programs could have a material adverse effect
on our business, financial condition and results of operations.

        Some states may adopt substantial health care reform measures which
could modify the manner in which all health services are delivered and
reimbursed, especially with respect to Medicaid recipients and with respect to
other individuals funded by public resources. The reduction in other public
resources could have an impact upon the delivery of services to Medicaid
recipients.

        SPECIFIC LICENSING OF PROGRAMS

        Our Outpatient Programs are operated as outpatient departments of
providers, thus subjecting such programs to regulation by federal, state and
local agencies. These regulations govern licensure and conduct of operations at
the facilities, review of construction plans, addition of services and
facilities and audit of cost allocations, cost reporting and capital
expenditures. The facilities occupied by the programs must comply with the
requirements of municipal building, health and fire codes. Inclusion of hospital
space where the Outpatient Programs are furnished within the providers' license,
when required under applicable state laws, is a prerequisite to participation in
the Medicare programs. Additionally, the provider's premises and programs are
subject to periodic inspection and recertification.

        FALSE CLAIMS INVESTIGATIONS AND ENFORCEMENT OF HEALTH CARE FRAUD LAWS

        The OIG, as well as other federal, state, and private organizations, are
aggressively enforcing their interpretation of Medicare and Medicaid laws and
policies, and other applicable standards. Often in such enforcement efforts, the
government has relied on the Federal Civil False Claims Act ("False Claims
Act"). Under that law, if the government prevails in a case, it is entitled to
treble damages plus not less than $5,000 nor more than $10,000 per claim, plus
reasonable attorney fees and costs. In addition, a person found to have
submitted false claims, or who caused the submission of false claims, can be
excluded from governmental health care programs including Medicare and Medicaid.
If a provider contracting with us were excluded from governmental health
programs, no services furnished by that provider would be covered by any
governmental health program. We could also be excluded from government health
care programs if there were a finding that we had violated our obligations to
those programs. If we were excluded, providers would as a practical matter,
cease contracting for our Outpatient Program Management Services. If we were
excluded from governmental health programs, providers contracting with us could
not be reimbursed for amounts paid to us.

        To prevail in a False Claims Act case, the government need show only
that a person submitted, or "caused" to be submitted, incorrect claims with
"reckless disregard" or in "deliberate ignorance" of the applicable Medicare



                                       10
<PAGE>   13

law. The government does not have to prove that the claims were submitted with
the intent to defraud a governmental or private health care payor. The qui tam
provisions of the False Claims Act permit individuals also to bring suits under
the False Claims Act. The incentive for an individual to do so is that he or she
will usually be entitled to approximately 15% to 30% of any ultimate recovery.
Under the False Claims Act, the Department of Justice has successfully made
demands on thousands of providers to settle alleged improper billing disputes at
double alleged damages or more. Although we do not bill governmental programs
directly, we could possibly be liable under the False Claims Act to the extent
that we are found to have "caused" false claims to have been presented.

        There are many other civil and criminal statutes at the federal and
state levels that may penalize conduct related to submitting false claims for
health care services. The penalties under many of those statutes are severe, and
the government often need not prove intent to defraud in order to prevail.
Management believes that we are in material compliance with applicable
regulatory and industry standards. However, in light of the complexity of the
policies governing governmental health care programs together with changing and
uncertain interpretations of those policies, it is impossible to be absolutely
assured that the government (or a qui tam relator in the name of the government)
will not assert that some of our conduct, or conduct by one of our customers,
has given rise to a potentially large liability.

        In the past, there have been occasions when Medicare fiscal
intermediaries have denied coverage for all or substantially all of the claims
submitted by the providers where we had a management or administrative services
contract. Such denials have occurred even though a physician has certified that
the Outpatient Program services were medically necessary. Notwithstanding our
ongoing efforts to assure that the Outpatient Program services furnished under
contract are consistent with our understanding of the Medicare coverage
criteria, it is possible that there will be future occasions when a substantial
number of services furnished at a site managed by us will be denied coverage.
The Health Insurance Portability and Accountability Act of 1996 ("HIPAA") grants
the U.S. Department of Health and Human Services broad authority to impose civil
monetary penalties on providers for certain activities. Among those activities
are the repeated submission of claims for services which are not medically
necessary. If there were again to be occasions when a Medicare fiscal
intermediary denied a large number of claims for a site managed by us, it is
possible that the government would seek sanctions from the provider and possibly
from us. While we believe that it would be inappropriate for the government to
seek such sanctions for services for which the coverage criteria are interpreted
differently at different times and which have been ordered by a physician, it is
not clear at this time how the government will apply this new authority.

        ANTI-REMUNERATION LAWS

        Medicare and Medicaid law prohibits an entity from paying or receiving,
subject to certain exceptions and "safe harbors," any remuneration to induce the
referral of Medicare or Medicaid beneficiaries, or the purchase or arranging for
or recommending of the purchase of items or services that may receive payment
under Medicare, Medicaid, or other federally-funded health care programs.
Several states have similar laws, which are not limited to services for which
Medicare or Medicaid payments are made. Sanctions for violating these federal
and state anti-remuneration laws may include imprisonment, criminal and civil
fines, and exclusion from participation in Medicare, Medicaid or other
applicable programs.

        The courts, OIG and administrative agencies interpret the federal
anti-remuneration law broadly. Because of the federal statute's broad scope, the
regulations establish certain safe harbors from liability. Some of our practices
do not satisfy all of the requirements necessary to fall under the applicable
safe harbor. A practice that does not fall under a safe harbor, although not
necessarily unlawful, may be subject to scrutiny and challenge. We believe that
we are in substantial compliance with the legal requirements imposed by these
laws and regulations, but there can be no assurance that we will not be subject
to scrutiny or challenge under such laws or regulations. Such scrutiny or
challenge may have a material adverse effect on our business, financial
condition and results of operations.



                                       11
<PAGE>   14


        PRIVACY AND CONFIDENTIALITY LEGISLATION

        Most of our activities require us to receive or use confidential medical
information about individual patients. In addition, we use aggregated
unidentified patient data for research and analysis purposes and with respect to
our InfoScriber business. Federal and some state legislation restrict the use
and disclosure of confidential medical information and the fact of treatment.
There are specific requirements permitting disclosure, but inadequate or
incorrect disclosure, even if inadvertent or negligent, can trigger substantial
criminal and other penalties. To date, no such legislation has been enacted that
adversely impacts our ability to provide our services.

        However, there have been a number of regulatory and legislative
initiatives in the area of medical privacy at the federal and state levels,
which could impact the manner in which we conduct our health information
business. Most of these initiatives seek to extend restrictions to non-patient
identifiable information or the process for anonymizing data. In addition, there
are initiatives that seek to restrict access to this information to
non-commercial uses. To protect privacy, no individual patient will be
identified in any InfoScriber data to be sold to third parties. However, there
can be no assurance that these initiatives or future initiatives would not
adversely affect our ability to generate or assemble data or to develop or
market current or future products or services.

        The confidentiality provisions of HIPAA require that the Secretary of
Health and Human Services establish health information privacy standards. In
September 1997, the Secretary submitted recommendations to Congress to implement
these standards. Since Congress did not enact health information privacy
legislation by the August 1999 deadline, the Secretary was required to
promulgate final regulations on the subject by February 21, 2000. On November 3,
1999, the Secretary issued a Notice of Propose Rulemaking for "Standards for
Privacy of Individually Identifiable Health Information" to implement the
privacy requirements of HIPAA. These proposed regulations would (1) impose
standards for entities transmitting protected data in electronic form with
respect to the rights of individuals who are the subject of protected health
information and (2) establish procedures for (a) the exercise of those
individuals' rights and (b) the uses and disclosure of protected health
information. The comment period for these proposed rules ended February 17,
2000. Generally, the final regulations were to be issued no earlier than 60 days
after the end of the comment period. However, Health and Human Services has
indicated that a significant delay is likely, which will add additional months
to the expected date of the final rules. Compliance with the final regulations
must be no later than 24 months after their effective date. The impact of such
legislation and regulations relating to health information cannot be predicted.
Such legislation or regulations could have a material adverse effect on our
business.

        UNLICENSED PRACTICE OF MEDICINE

        Many states prohibit physicians from splitting fees with non-physicians
and prohibit non-physician entities from practicing medicine. These laws vary
from state to state and are interpreted by courts and regulatory agencies with
broad discretion. We believe that our InfoScriber system and contractual
arrangements for administrative and management services do not violate these
laws. Our contractual arrangement and services, like InfoScriber, with some
providers could possibly be challenged on the basis of being an alleged
unlicensed practice of medicine, or the enforceability of provisions in that
arrangement may be limited. In the event a regulatory authority limits or
prohibits us or an affiliate from conducting our business, our contractual
arrangements may require organizational modification or restructuring.

INSURANCE

        Mental health care and information services are always subject to the
risk of liability. In recent years, participants in the mental health care
industry have become subject to an increasing number of lawsuits that allege
malpractice or other related legal theories. These lawsuits often involve large
claims and incur significant defense costs. We maintain liability insurance
intended to cover such claims, which is renewable annually. We believe that our
insurance coverage conforms to industry standards. There are no assurances,
however, that our insurance will cover all claims (e.g., claims for punitive
damages), or that claims in excess of our insurance coverage will not arise. A
successful lawsuit against us that is not covered by, or is in excess of, our
insurance coverage may have a material adverse effect on our business, financial
condition and results of operations. There are no assurances that we will be



                                       12
<PAGE>   15

able to obtain liability insurance coverage on commercially reasonable terms in
the future or that such insurance will provide adequate coverage against
potential claims.

EMPLOYEES

        As of June 30, 2000, we employed approximately 123 employees, of whom 81
are full-time employees. Approximately 55 employees staff the clinical programs
and approximately 68 are in corporate management including finance, accounting,
development, utilization review, training and education, information systems,
member services, human resources and legal areas. None of our employees is
subject to a collective bargaining agreement and we believe that our employee
relations are good.

TERMINATED OPERATIONS

        We previously operated four outpatient chemical dependency programs in
Southern California under the name of Twin Town Treatment. Because we no longer
considered such programs to be a core strategic asset, they were sold in
December 1999.

        In January 2000, we sold substantially all of our 50.1 % interest in
Stadt Solutions, LLC ("Stadt Solutions"), a company formed in 1998 with Stadt
Holdings (formerly, Stadtlander Drug Distribution Co., Inc.) to offer specialty
pharmacy programs for individuals with SMI. As a result, our membership interest
in Stadt Solutions was reduced to a nominal level, and we have no further role
in the management of Stadt Solutions and no longer consolidate the financial
statements of Stadt Solutions. We received approximately $3.3 million as a
preferential distribution upon disposition of our interest.

        In April 2000, we ended our managed care pilot project, which we began
in October 1998 in conjunction with two California-based HMOs and a California
professional corporation. The project was a fully capitated managed care product
for SMI individuals that have Medicare as their primary insurer.

        During fiscal year 2000, we also ended our site management and clinical
information division, which we began in January 1997 to participate in clinical
trials, to collect clinical information related to pharmaceutical and
non-pharmaceutical clinical practice, and to enter into project-specific
research agreements.

ITEM 2. PROPERTIES

        We own no real property. We currently lease and sublease approximately
22,000 square feet comprised of a lease for our corporate headquarters at 501
Washington Street, San Diego, California expiring on April 3, 2002, and other
leases for office space for certain field employees, none of which extends
beyond 2002. We carry property and liability insurance as required by lessors
and sublessors. We believe that our facilities are adequate for our short-term
needs. Leases and sub-leases, other than the short-term and month-to-month
leases, generally provide for annual rental adjustments, which are either
indexed to inflation or have been agreed upon, and typically provide for
termination on not less than ninety (90) days' written notice.

ITEM 3. LEGAL PROCEEDINGS

        From time to time, we have been involved in routine litigation
incidental to the conduct of our business. There are currently no material
pending litigation proceedings to which we are a party.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

        There were no matters submitted to a vote of security holders during the
fourth quarter of the fiscal year ended April 30, 2000.

ITEM 4A. EXECUTIVE OFFICERS OF THE COMPANY

        Our executive officers and their ages and positions at June 30, 2000,
are as follows:



                                       13
<PAGE>   16

<TABLE>
<CAPTION>
NAME                      AGE    POSITION
----                      ---    --------
<S>                       <C>    <C>
Allen Tepper..........    52     Chairman of the Board
Mark P. Clein.........    41     Chief Executive Officer
Fred D. Furman........    52     President and General Counsel
Susan D. Erskine......    48     Executive Vice President-Development, Secretary and
                                 Director
</TABLE>

        Allen Tepper co-founded the Company in 1988, has served as Chairman of
the Board since October 1989, and served as Chief Executive Officer of the
Company from October 1989 to May 1999, and President from October 1989 to April
1997. Mr. Tepper also serves as Chairman of the Board of Paidos Health
Management Services, Inc., a privately-held neo-natal managed care company. Mr.
Tepper co-founded Consolidated Medical Corp., which was engaged in out-patient
clinic management for acute care providers in the Philadelphia area. The company
was subsequently sold to the Berwind Corporation in 1984 and Mr. Tepper remained
with the company until December 1986 as Senior Vice President. Mr. Tepper holds
a Masters of Business Administration degree from Northwestern University and a
Bachelors degree from Temple University.

        Mark P. Clein has served as Chief Executive Officer of the Company since
May 1999, and served as Executive Vice President and Chief Financial Officer of
the Company from May 1996 to May 1999. Prior to joining the Company, Mr. Clein
was a Managing Director of Health Care Investment Banking for Jefferies & Co.,
an investment banking firm, from August 1995 to May 1996, a Managing Director of
Rodman & Renshaw, Inc., an investment banking firm, from March 1995 to August
1995, a Managing Director of Mabon Securities Corp., an investment banking firm,
from March 1993 to March 1995, a Vice President with Sprout Group, an affiliate
of Donaldson, Lufkin and Jenrette, Inc., from May 1991 to March 1993, and a Vice
President and partner with Merrill Lynch Venture Capital, Inc. from 1982 to
February 1990 and from August 1990 to February 1991. Mr. Clein holds a Masters
of Business Administration degree from Columbia University and a Bachelors
degree from the University of North Carolina.

        Fred D. Furman has served as President and General Counsel of the
Company since April 1997. Previously, he held the position of Executive Vice
President -- Administration and General Counsel from March 1995 to April 1997.
Prior to joining the Company, Mr. Furman was a partner at Kleinbard, Bell and
Brecker, a Philadelphia law firm from 1980 to March 1995. Mr. Furman is a member
of the American Health Lawyers Association. He holds a Juris Doctor degree and a
Bachelors degree from Temple University.

        Susan D. Erskine co-founded the Company in 1988 and has served as
Executive Vice President, Secretary and a director of the Company since October
1989. Ms. Erskine previously served in several operational and marketing
management positions with acute care providers and health care management
organizations. Ms. Erskine holds a Masters in Health Science degree and
completed post-graduate work at Stanford University in Education and Psychology,
and she holds a Bachelors degree from the University of Miami.



                                       14
<PAGE>   17
                                               PART II

ITEM 5. MARKET PRICE OF AND DIVIDENDS ON THE COMPANY'S COMMON EQUITY AND RELATED
STOCKHOLDER MATTERS

        (a) MARKET INFORMATION

        The Company's common stock (NASDAQ symbol "PMRP") is traded publicly
through the NASDAQ National Market System. The following table represents
quarterly information on the price range of the Company's common stock. This
information indicates the high and low sale prices reported by the NASDAQ
National Market System. These prices do not include retail markups, markdowns or
commissions:

<TABLE>
<CAPTION>
                                                                HIGH       LOW
                                                                ----       ---
<S>                                                            <C>        <C>
 Quarters for the fiscal year ended April 30, 2000
    First Quarter........................................      $ 4.50     $3.03
    Second Quarter.......................................      $ 3.19     $1.75
    Third Quarter........................................      $ 5.75     $1.94
    Fourth Quarter.......................................      $ 5.69     $3.50
 Quarters for the fiscal year ended April 30, 1999
    First Quarter........................................      $15.25     $8.88
    Second Quarter.......................................      $10.31     $5.50
    Third Quarter........................................      $ 8.88     $6.75
    Fourth Quarter.......................................      $ 8.88     $4.19
</TABLE>

   (b) HOLDERS

        As of July 15, 2000, there were 107 holders of record of the Company's
common stock.

         (c) DIVIDENDS

        In the third quarter of fiscal year 2000, our Board of Directors
declared a special cash dividend of $1.50 per share of common stock payable on
January 31, 2000 to shareholders of record on January 26, 2000. The total amount
of dividend was approximately $10.6 million.

        The Board of Directors will consider from time to time the payment of
dividends on its outstanding common stock. The payment of such dividends will be
dependent on our earnings, financial conditions, cash flows, capital and working
capital requirements, business opportunities and prospects and other factors
deemed relevant by the Board of Directors.

         (d) RECENT SALES OF UNREGISTERED SECURITIES

        The Company has sold and issued (without payment of any selling
commission to any person) the following securities since May 1, 1999:

               (1) In March 2000, we issued a warrant to purchase 1,000 shares
        of our common stock to one investor in consideration for entering into a
        consulting agreement with our subsidiary, InfoScriber Corporation. The
        warrant is exercisable immediately at a price of $4.50 per share and
        expires in March 2005. As of April 30, 2000, none of the shares of
        common stock had been purchased pursuant to the warrant.

               (2) In March 2000, we issued a warrant to purchase up to 10,000
        shares of our common stock to one investor in consideration for services
        pursuant to a consulting agreement with our subsidiary, InfoScriber
        Corporation. The exercise price of the warrant is $4.938 per share. The
        purchase rights under the warrant are earned only if certain criteria
        are met, such as registration of the consultant's affiliates as users
        under a membership agreement. Once the purchase right is earned, each
        installment of the shares of common stock becomes exercisable at a rate
        of 33.3% on the first day of the calendar quarter following



                                       15
<PAGE>   18

        each of the first, second and third anniversary of their respective
        effective dates. The warrant expires upon the earlier of (i) five years
        from the date of grant or (ii) termination of the users' membership
        agreement. As of April 30, 2000, none of the purchase rights under the
        warrant had been earned and no shares of common stock subject to the
        warrant were exercisable.

               (3) In April 2000, we issued a warrant to purchase up to 60,000
        shares of our common stock to one investor in consideration for services
        pursuant to a consulting agreement with our subsidiary, InfoScriber
        Corporation. The exercise price of the warrant is $3.50 per share. The
        purchase rights under the warrant are earned only if certain criteria
        are met, such as registration of the consultant's affiliates as users
        under a membership agreement. Once the purchase right is earned, each
        installment of the shares of common stock becomes exercisable at a rate
        of 33.3% on the first day of the calendar quarter following each of the
        first, second and third anniversary of their respective effective dates.
        The warrant expires upon the earlier of (i) five years from the date of
        grant or (ii) termination of the users' membership agreement. As of
        April 30, 2000, none of the purchase rights under the warrant had been
        earned and no shares of common stock subject to the warrant were
        exercisable.

        The sales of the above securities were exempt from registration under
the Securities Act of 1933, as amended (the "Securities Act"), in reliance on
Section 4(2) of the Securities Act.

        ITEM 6. SELECTED FINANCIAL DATA

        The following selected financial data should be read in conjunction with
the Company's consolidated financial statements and the accompanying notes
included elsewhere herein.

<TABLE>
<CAPTION>
                                                                                            YEARS ENDED APRIL 30,
                                                                  ----------------------------------------------------------------
                                                                    2000         1999          1998           1997         1996
                                                                  --------     ---------    ----------    ----------    ----------
                                                                                   (IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
<S>                                                               <C>          <C>          <C>           <C>           <C>
INCOME STATEMENT INFORMATION
Revenues from continuing operations(1) .......................    $ 42,510     $ 55,823     $   67,524    $   56,637    $   36,315
Net income (loss) from continuing operations(2)(3)(4) ........     (11,667)         (46)         1,788         3,107           918
Net income (loss) from discontinued operations,
  net of gain on sale(1) .....................................         664         (401)           --            --            --
Net income (loss)(5) .........................................     (11,003)        (447)         1,788         3,107           918
Net income (loss) per share from continuing operations
  Basic ......................................................       (1.77)       (0.01)          0.30          0.66          0.26
  Diluted ....................................................       (1.77)       (0.01)          0.27          0.55          0.23
Net income (loss) per share
  Basic ......................................................       (1.67)       (0.06)          0.30          0.66          0.26
  Diluted ....................................................       (1.67)       (0.06)          0.27          0.55          0.23

WEIGHTED SHARES OUTSTANDING
  Basic ......................................................       6,606        6,924          6,053         4,727         3,484
  Diluted ....................................................       6,606        6,924          6,695         5,646         4,471
</TABLE>




                                       16
<PAGE>   19

<TABLE>
<S>                                                                 <C>            <C>           <C>            <C>           <C>
PRO FORMA INFORMATION
Pro forma net income and earnings per share as if cumulative
  change had occurred for all periods presented:
Pro forma net income (loss) available to
  common stock shareholders ..................................     (11,003)         146          1,422         2,869           960
Pro forma earnings (loss) per share:
  Basic ......................................................       (1.67)        0.02           0.24          0.61          0.28
  Diluted ....................................................       (1.67)        0.02           0.21          0.51          0.22
</TABLE>



<TABLE>
<CAPTION>
                                                   AS OF APRIL 30,
                                  ---------------------------------------------------
                                    2000      1999       1998       1997       1996
                                  -------    -------    -------    -------    -------
                                                   (IN THOUSANDS)
<S>                               <C>        <C>        <C>        <C>        <C>
BALANCE SHEET INFORMATION
Working capital(6) ...........    $29,926    $52,233    $52,150    $17,036    $10,911
Total assets .................     40,736     67,052     70,449     32,450     21,182
Long term debt ...............        196        294        392          -          -
Total liabilities ............      9,734     14,401     16,573     16,202     12,070
Stockholders' equity(6)(7) ...     31,002     52,651     53,876     16,248      9,112
</TABLE>


<TABLE>
<CAPTION>
                                                                  QUARTERS FOR THE YEARS ENDED,
                           ---------------------------------------------------------------------------------------------------
                                            APRIL 30, 2000                                       APRIL 30, 1999
                           -----------------------------------------------     -----------------------------------------------
                            4/30/00      1/31/00     10/31/99      7/31/99      4/30/99     1/31/99      10/31/98    7/31/98
                           --------     --------     --------     --------     --------     --------     --------    --------
                                                             (IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
<S>                        <C>          <C>          <C>          <C>          <C>          <C>          <C>         <C>
Revenues(1) ...........    $  7,234     $  9,946     $ 12,506     $ 12,824     $ 13,977     $ 13,227     $ 13,798    $ 14,821
Net income (loss)
  from continuing
  operations ..........      (8,247)      (2,951)         243         (712)        (729)         196            9         478
Net income (loss)
  from discontinued
  operations, net of
  gain on sale(1)(5) ..       272        1,077         (406)        (279)        (463)         (18)          80            --
Net income (loss)(5) ..      (7,975)      (1,873)        (164)        (991)      (1,191)         178           89         478
Net income (loss)
per share:
  Basic ...............       (1.14)       (0.30)       (0.03)       (0.15)       (0.17)        0.03         0.01        0.07
  Diluted .............       (1.14)       (0.30)       (0.03)       (0.15)       (0.17)        0.02         0.01        0.07
</TABLE>




                                       17
<PAGE>   20
(1)     In December 2000, the Company sold substantially all of its interest in
        Stadt Solutions. For fiscal years 2000 and 1999, the Company's revenues
        related to this discontinued business segment, which commenced in July
        1998, were approximately $27 million and $30 million respectively.
        Activity related to Stadt Solutions is presented in the Company's
        financial statements as a discontinued operation.

(2)     In fiscal year 1999, the Company wrote-off costs after income taxes of
        approximately $951,000 relating to a terminated acquisition.

(3)     In fiscal years 2000, 1999, and 1998, the Company had a special charge
        (credit) after income taxes of approximately $1.4 million, ($154,000),
        and $1.2 million, respectively.

(4)     In fiscal year 2000, the Company incurred non-cash stock compensation
        expense of approximately $203,000.

(5)     In the fourth quarter of fiscal year 2000, the Company established a tax
        asset valuation allowance of $5.9 million and reversed a current year
        net tax benefit of approximately $1.5 million to reserve fully for its
        deferred tax assets in conformity with SFAS No. 109: Accounting for
        Income Taxes. The reserve resulted in a total non-cash income tax
        expense of $7.4 million for the quarter and fiscal year ended April 30,
        2000.

(6)     In the third quarter of fiscal year 2000, the Company's Board of
        Directors approved the payment of a special cash dividend of $1.50 per
        share of common stock payable on January 31, 2000 to shareholders of
        record on January 26, 2000. The total amount of the dividend was
        approximately $10.6 million.

(7)     The Company's Stockholders' Equity at April 30, 2000 includes $332,000
        in notes receivable from employees and officers and approximately
        $154,000 of unrealized loss on investments.

ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS

        The following discussion should be read in conjunction with the more
detailed information and consolidated financial statements and accompanying
notes, as well as the other financial information appearing elsewhere in this
document. Except for historical information, the following discussion contains
forward-looking statements that involve risks and uncertainties. The Company's
actual results could differ materially from those discussed herein. Factors that
could cause or contribute to such differences include, but are not limited to,
those discussed in " - Liquidity and Capital Resources", as well as those
discussed elsewhere in this document.

OVERVIEW

        Over the past twelve years PMR Corporation and its subsidiaries ("PMR,"
the "Company" or "we") has been a leader in the development and management of
specialized mental health care programs and disease management services designed
to treat individuals diagnosed with a serious mental illness ("SMI"), primarily
schizophrenia and bipolar disorder (i.e., manic-depressive illness). We
currently manage, administer or provide consulting services for a range of
outpatient and community-based psychiatric services for SMI patients, consisting
of six outpatient programs (the "Outpatient Programs") and two case management
programs (the "Case Management Programs"). We refer to these programs in this
document as "Health Services Programs".

        During the fiscal year ended April 30, 2000, we began to implement a
changed business strategy. We focused on maximizing cash flow in the Health
Services Programs and reducing the number of Outpatient Programs managed by us,
hence minimizing our exposure to the changing regulatory environment. The
Outpatient Programs are heavily dependent on reimbursement by Medicare and
Medicaid. We significantly reduced our presence in Outpatient Programs. The
reduction in these services was the result of a management decision predicated
on existing and proposed regulatory changes that (i) increased obstacles to the
marketability of our services and (ii) increased costs of compliance with the
regulatory environment.

        In addition, in September 1999, we organized InfoScriber(TM) Corporation
("InfoScriber"), a wholly-owned subsidiary, which has a business plan to become
a leading provider of strategic health information for pharmaceutical companies,
medical device companies, managed care organizations and health care providers.
We believe that InfoScriber is developing a unique and valuable information
asset for industry and providers, namely, a "practice-based", real world,
longitudinal database for researching, analyzing and understanding physician



                                       18
<PAGE>   21

prescribing patterns. This database will be driven by a proprietary, web-based
medication management system, which will capture critical disease-specific
information at the point of prescribing. In addition to providing a core data
set that we believe is generally unavailable from current sources, the system
will also incorporate a proprietary ability to capture information related to
the underlying rationale for medication decisions. InfoScriber intends to build
a statistically acceptable panel of physician users so that the data being
captured will be representative of prescribing patterns and can be used for
general analysis and business decision making. Our first physician panel will be
in the area of central nervous system ("CNS") disorders, a therapeutic area in
which we have developed expertise from our twelve years of experience as a
leading disease management company in the CNS area. After the establishment of
the CNS panel, we intend to establish additional panels to gather data from
therapeutic areas. We have not yet commercially introduced the InfoScriber
system and, accordingly, InfoScriber has generated no revenues to date. We do,
however, anticipate commercial introduction of the InfoScriber system in the
near future.

        The Company generated $6.0 million in cash from operations during fiscal
year 2000, net of $1.6 million in software development costs related to
InfoScriber, and $8.0 million over the last three quarters ended April 30, 2000.
This cash flow is notwithstanding a commitment of resources to InfoScriber in
excess of $2.8 million in fiscal year 2000. This was achieved by an aggressive
focus on eliminating less profitable and unprofitable programs, significantly
reducing overhead expenses, and the collection of receivables.

        Also, in the third quarter of fiscal year 2000, the Board of Directors
declared a special cash dividend of $1.50 per share of common stock payable on
January 31, 2000 to shareholders of record on January 26, 2000. The total amount
of the dividend was $10.6 million.

SOURCES OF REVENUE

        InfoScriber.

        We have not yet commercially introduced the InfoScriber system and,
accordingly, InfoScriber has generated no revenues to date. We do, however,
anticipate commercial introduction of the InfoScriber system in the near future.

        We intend to enter into the commercial agreements with pharmaceutical
companies, managed care and other health care organizations, researchers and
government agencies relating to the InfoScriber data. We anticipate that these
agreements will generate revenues from a variety of different data services we
expect to offer to the users, including, but not limited to: annual
subscriptions to the database, which will include suites of reports and analyses
on prescribing patterns; annual or quarterly fees for custom reports and
analyses on prescribing patterns that are beyond the scope of the standard suite
of reports; fees for ad hoc custom reports; fees for customer requested
web-based surveys of InfoScriber's physician panel; revenue from custom studies
generated by research firms that seek to access the system for data collection;
and revenue from web-based surveys generated by research firms that seek to
access InfoScriber's physician panel.

        In addition, we expect to generate user fees from a panel of
participating providers. We are in the process of establishing this panel
comprised of physicians, psychiatric practices and community mental health
organizations. Certain participants have been granted charter membership in the
network whereby any fees for installation and use of the InfoScriber system are
waived for the first year. Thereafter, charter participants will be required to
pay an annual per user fee.

        Should we be unable to enter into sufficient commercial and
participation agreements for our InfoScriber system, we could incur a material
adverse effect on our business, financial condition and results of operations in
the future. See " - Liquidity and Capital Resources".

        Outpatient Programs.

        We continue to manage or administer certain Outpatient Programs
primarily under restructured agreements with acute care hospitals. We do not,
however, currently intend to devote resources to develop additional Outpatient
Programs. We expect that revenues from Outpatient Programs will decrease in
fiscal year 2001 due to the



                                       19
<PAGE>   22
termination of additional contracts. Although we anticipate that the decline in
future revenues will at least be partially offset by revenues generated through
our new health information business, there can be no assurance that we will not
experience a material adverse effect on our business, financial condition and
results of operations in the future.

        Revenue under an Outpatient Program is recognized at estimated net
realizable amounts when services are rendered based upon contractual
arrangements with providers. Under the terms of some our terminated or expired
contracts, as well as some of our current contracts, we are required to
indemnify the providers for some or all of our fees if the fees are disallowed
by Medicare or its fiscal intermediaries, or if the claims associated with our
fees for services rendered to patients are denied. In some instances, we are
required to indemnify the hospital for certain of the hospital's direct costs if
the claims associated with our fees for services rendered to patients are
denied. As of April 30, 2000, we had recorded $5.3 million in contract
settlement reserves to provide for an estimate of possible amounts ultimately
owed to our 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 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 Medical 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.

TERMINATED OPERATIONS

        We sold our chemical dependency programs to a private company in the
third quarter ended January 31, 2000, which resulted in an immaterial net gain
on sale for the Company.

        In February 2000, we terminated our involvement with a managed care
pilot project in Southern California with two HMOs and a professional
corporation. The cost of termination was not material and we have benefited from
the resulting discontinuance of periodic operating losses and negative cash flow
associated with the project.

        During the third quarter ended January 31, 2000, we sold substantially
all of our interest in Stadt Solutions, LLC ("Stadt Solutions"), a company
formed in 1998 with Stadt Holdings (formerly Stadtlander Drug Distribution Co.,
Inc.). As a result, our membership interest in Stadt Solutions was reduced to a
nominal level, and we have no further role in the management of Stadt Solutions
and no longer consolidate the financial statements of Stadt Solutions. The
transaction resulted in cash proceeds of $3.3 million and a gain of
approximately $664,000, net of fiscal year 2000 operating losses.

RESULTS OF CONTINUING OPERATIONS

        The following table sets forth, for the periods indicated, the
percentage of revenue represented by the respective financial items:



                                       20
<PAGE>   23

<TABLE>
<CAPTION>
                                                                             YEARS ENDED APRIL 30,
                                                                       --------------------------------
                                                                        2000         1999         1998
                                                                       ------       ------       ------
<S>                                                                    <C>          <C>           <C>
Revenue from continuing operations ..............................       100.0%       100.0%       100.0%
                                                                       ------       ------       ------
Direct operating expenses .......................................        81.5%        69.1%        71.5%
Marketing, general, and administrative ..........................        20.1%        19.8%        13.6%
Provision for bad debts .........................................        12.1%         7.9%         7.6%
Depreciation and amortization ...................................         2.4%         2.0%         1.6%
Special charge (credit) .........................................         3.4%        -0.5%         3.0%
Acquisition expense .............................................         0.0%         2.9%         0.0%
                                                                       ------       ------       ------
Total expenses ..................................................       119.5%       101.2%        97.3%
                                                                       ------       ------       ------
Interest expense ................................................        -0.1%        -0.7%         0.0%
Other income - interest .........................................         3.5%         3.6%         1.8%
Income (loss) from continuing operations before income taxes
and cumulative change ...........................................       -16.1%         1.7%         4.5%
Income tax (benefit) expense ....................................        11.5%         0.7%         1.9%
                                                                       ------       ------       ------
Net income (loss) from continuing operations
before cumulative change ........................................       -27.6%         1.0%         2.6%
Cumulative change, net of income tax benefit ....................         0.0%         1.1%         0.0%
                                                                       ------       ------       ------
Net income (loss) from continuing operations ....................       -27.6%       -0.1%          2.6%
                                                                       ======       ======       ======
</TABLE>


FISCAL YEAR ENDED APRIL 30, 2000 COMPARED TO FISCAL YEAR ENDED APRIL 30, 1999

        Revenue. Revenue from continuing operations decreased from $55.8 million
for the year ended April 30, 1999 to $42.5 million for the year ended April 30,
2000, a decrease of $13.3 million, or (23.8%). The decrease was primarily due to
the termination and restructuring of numerous Outpatient Program contracts
during fiscal year 2000. The Outpatient Programs recorded revenues of $26.9
million for the year ended April 30, 2000, a decrease of $16.8 million or
(38.4%) as compared to fiscal year 1999. This decrease in revenues was partially
offset by a $3.8 million or 35.7% increase in Case Management Program revenues.
The increase in Case Management Program revenues from $10.5 million in fiscal
year 1999 to $14.3 million in fiscal year 2000 was due to a corresponding
increase in patient enrollment during the year.

        Direct Operating Expenses. Direct operating expenses from continuing
operations consist of costs incurred at program sites and costs associated with
field management responsible for administering the programs. Direct operating
expenses decreased from $38.6 million for the year ended April 30, 1999 to $34.6
million for the year ended April 30, 2000, a decrease of $4.0 million, or
(10.2%). As a percentage of revenues, direct operating expenses were 81.5%, up
from 69.1% for the year ended April 30, 1999. Deterioration in the overall
expense ratio for continuing operations was primarily due to the decrease in
Outpatient Program business, which historically has had a lower expense ratio
than the other business segments. Case Management revenues as a percentage of
total revenues from continuing operations increased to 33.6% in fiscal year 2000
from 18.9% in the preceding year. Moreover, direct operating expenses for Case
Management as a percentage of Case Management revenues was 88% for both fiscal
years 2000 and 1999, a rate materially higher than the 72% and 67% expense
ratios for Outpatient Programs in fiscal 2000 and 1999, respectively.

        Marketing, General, and Administrative. Marketing, general, and
administrative expenses decreased from $11.0 million for the fiscal year ended
April 30, 1999 to $8.6 million for the fiscal year ended April 30, 2000, a
decrease of $2.5 million, or (22.5%). This 22.5% decrease is consistent with the
aforementioned 23.8% decrease in revenues from continuing operations. Marketing,
general, and administrative expenses as a percentage of revenue



                                       21
<PAGE>   24
remained constant at approximately 20% for the fiscal years ended April 30, 2000
and 1999. However, included in marketing, general, and administrative expenses
are costs of approximately $1.3 million for development of InfoScriber and the
recognition of approximately $200,000 in non-cash stock compensation expense for
key employees and contractors in fiscal year 2000.

        Provision for Bad Debts. Provision for bad debts from continuing
operations increased from $4.4 million for the year ended April 30, 1999 to $5.1
million for the year ended April 30, 2000, an increase of $700,000 or 15.8%. As
a percentage of revenues, the provision for bad debts increased to 12.0% in the
year ended April 30, 2000 from 7.9% in fiscal year 1999. The increase was due to
anticipated difficulties associated with collection of receivables relating to
Outpatient Program locations closed throughout fiscal year 2000. In the third
quarter of fiscal year 2000, the Company incurred charges of $3.0 million for
additional reserves needed to write down receivables primarily related to closed
Outpatient Programs. We expect the allowance for non-collectible accounts to
fluctuate based on the amount of claims from our Outpatient Programs under
review and the number of Health Services Programs that we manage.

        Depreciation and Amortization. Depreciation and amortization expense
decreased from $1.1 million for the year ended April 30, 1999 to $1.0 million
for the year ended April 30, 2000, a decrease of $100,000 or (8.8%). This slight
decrease was due to the disposal and write-off of assets as a result of
termination and restructure of several Outpatient Program contracts.

        Acquisition Expense. Acquisition expenses for the fiscal year ended
April 30, 1999 consists of legal, advisory, accounting, consulting, and other
costs previously capitalized related to the terminated definitive merger
agreement with Behavioral Health Corporation. There were no acquisition expenses
recorded in fiscal year 2000.

        Special Charge (Credit). Special charges of $1.4 million were recorded
in fiscal year 2000 for lease termination costs, severance costs, and write-off
of various assets related to closures of numerous Outpatient Program locations
during the year. As of April 30, 2000, the accrual for special charges included
in the liabilities section in the consolidated balance sheet was $376,000. A
special credit of $300,000 was recognized in fiscal year 1999 primarily due to a
favorable settlement of disputes with a provider.

        Net Interest Income. Interest income, net of interest expense, decreased
from $1.6 million for the year ended April 30, 1999 to $1.5 million for the year
ended April 30, 2000, a decrease of $100,000 or 8.9%. This decrease resulted
from lower interest bearing cash, cash equivalent, and short-term investment
balances due to a $10.6 million cash dividend payment at the end of the third
quarter of fiscal year 2000.

        Income (Loss) Before Income Taxes and Cumulative Change. For the year
ended April 30, 2000, the Company's loss from continuing operations before
income taxes and cumulative change was $6.8 million versus net income before
income taxes of $926,000 in fiscal year 1999. The decrease in profitability was
due primarily to losses incurred relating to program closures in fiscal year
2000 as well as general and administrative costs incurred during fiscal year
2000 for the establishment and development of the InfoScriber subsidiary.

        Income Tax Expense. Income tax expense increased from $400,000 for the
fiscal year ended April 30, 1999 to $4.9 million for the fiscal year ended April
30, 2000, an increase of $4.5 million. In the fourth quarter of fiscal year
2000, the Company established a non-cash valuation allowance of $9.2 million to
fully reserve for its deferred tax assets in conformity with Statement of
Financial Accounting Standards No. 109: Accounting for Income Taxes. The
valuation allowance was recognized in fiscal year 2000 because realization of
the deferred tax assets is now uncertain due primarily to changes in the
Company's core business and associated business risks, including an unproven
history of earnings in the new business segment. The increase in income tax
expense as compared to the prior year resulted primarily from the establishment
of this reserve.

        Cumulative Change. The cumulative change of $593,000 in fiscal year 1999
represents the effect, net of income tax benefit of $411,000, of writing off
previously capitalized start-up costs. The Company adopted this change in
accounting principle consistent with the requirements of Accounting Standards
Executive Committee's



                                       22
<PAGE>   25
Statement of Position 98-5: Reporting on Costs of Start-up Activities. There
were no cumulative changes in fiscal year 2000.

        Results from Discontinued Operation. In the third quarter of fiscal year
2000, the Company sold substantially all of its interest in Stadt Solutions. The
transaction, which eliminated the Company's ownership interest, resulted in cash
proceeds of $3.3 million and a gain of $664,000, net of operating losses related
to Stadt Solutions during fiscal year 2000.

YEAR ENDED APRIL 30, 1999 COMPARED TO YEAR ENDED APRIL 30, 1998

        Revenue. Revenues from continuing operations decreased from $67.5
million for the fiscal year ended April 30, 1998 to $55.8 million for the fiscal
year ended April 30, 1999, a decrease of $11.7 million, or (17.3%). The
Outpatient Programs recorded revenues of $43.7 million in fiscal year 1999, a
decrease of $5.7 million or (11.5%) as compared to $49.4 million in fiscal year
1998. The decrease in revenues was due to a net reduction of five outpatient
programs versus a year ago. This reduction was partially offset by same site
revenue growth of 8.6% in the Outpatient Programs. The Outpatient Programs
operated under an all-inclusive fee arrangement had operating margins of 34.2%
in the fiscal year ended April 30, 1999 as compared to 35.7% in the year ended
April 30, 1998. The Company's Case Management Programs recorded revenues of
$10.5 million, a decrease of $4.6 million, or (30.5%) from the fiscal year ended
April 30, 1998. The decrease in revenues was due to the restructuring of the
Company's relationship with Case Management, Inc. and the termination of two
Case Management Programs in Arkansas. Revenues from the Company's chemical
dependency and other programs not included as outpatient or case management were
$1.3 million, a decrease of 46.7% from the fiscal year ended April 30, 1998. The
decrease in revenues was associated primarily with the Company's termination of
two Chemical Dependency Programs in Arkansas.

        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 decreased
from $48.2 million for the fiscal year ended April 30, 1998 to $38.6 million for
the fiscal year ended April 30, 1999, a decrease of $9.6 million, or (19.9%). As
a percentage of revenues from continuing operations, direct operating expenses
were 69.1% for fiscal year 1999, down from 71.5% for the fiscal year ended April
30, 1998. The overall decrease in direct operating expenses and the improvement
in the operating expense ratio was primarily due to the net closing of five
Outpatient Programs, two Case Management Programs, and two chemical dependency
programs, which in the aggregate, had lower patient volume and higher expense
ratios than the remaining programs. The Company also restructured its agreement
with Case Management, Inc., which reduced recognized revenue but improved
operating margins.

        Marketing, General, and Administrative. Marketing, general, and
administrative expense increased from $9.2 million for the fiscal year ended
April 30, 1998 to $11.0 million for the fiscal year ended April 30, 1999, an
increase of $1.8 million, or 20.2%. The increase was related to investment in
the corporate headquarters to support existing and anticipated programs,
including a managed care pilot project in Southern California. As a percentage
of total revenues from continuing operations, marketing, general, and
administrative expenses were 19.8% for the fiscal year ended April 30, 1999, as
compared to 13.6% for fiscal year 1998. The increase in marketing, general, and
administrative expenses as a percent of revenue was due to an increase in
support costs related to the coordinated care initiative without a proportionate
increase in coordinated care revenue.

        Provision for Bad Debts. Expenses related to the provision for bad debts
decreased from $5.1 million for the fiscal year ended April 30, 1998 to $4.4
million, a decrease of $0.7 million, or (14%). The decrease was due to a net
closing of five Outpatient Programs, two Case Management Programs, and two
chemical dependency programs. As a percentage of revenues from continuing
operations, the provision for bad debts remained relatively constant at 7.9% and
7.6% for the fiscal years ended April 30, 1999 and 1998, respectively.

        Depreciation and Amortization. Depreciation and amortization expenses
remained relatively constant at approximately $1.1 million for each of the
fiscal years ended April 30, 1999 and 1998.



                                       23
<PAGE>   26
        Acquisition Expense. Acquisition expenses consist of legal, advisory,
accounting, consulting, and other costs related to the terminated definitive
merger agreement with Behavioral Health Corporation. Previously capitalized
acquisition expenses written-off in the fiscal year ended April 30, 1999 were
$1.6 million. No acquisition expenses were recorded in the fiscal year ended
April 30, 1998.

        Special Charge (Credit). The special credit recognized in fiscal year
1999 related primarily to a favorable settlement of disputes and the
restructuring of the relationship with Case Management, Inc. ("CMI"). The
Company had previously incurred a special charge related to the closing of
several programs identified in the fiscal year ended April 30, 1998, which
included a special charge related to CMI. The outcome of the dispute in August
1998, which was better than anticipated, involved the return of common stock
that was previously issued to CMI as part of the consideration for a restrictive
covenant, a cash settlement, and the release of claims against the Company for
certain liabilities. See "Item 8. Financial Statements and Supplementary Data".
The special charge recognized in fiscal year 1998 resulted primarily from the
resolution of claims associated with ten program locations scheduled for
closure.

        Net Interest Income. Interest income, net of interest expense, increase
from $1,187,000 for the year ended April 30, 1998 to $1,609,000 for the year
ended April 30, 1999, an increase of $422,000, or 35.6%. The increase resulted
from higher cash and cash equivalents and short-term investment balances
resulting from the completion of the Company's follow-on common stock offering
in October 1997, partially offset by non-recurring interest expense on income
taxes of $358,000.

        Income (Loss) from Continuing Operations Before Income Taxes and
Cumulative Change. Income (loss) from continuing operations before income taxes
and cumulative change decreased from $3.0 million for the year ended April 30,
1998 to $0.9 million for the year ended April 30, 1999, a decrease of 2.1
million, or (69.5%).

        Income Tax Expense. Income tax expense remained constant at 41% of
income from continuing operations before income taxes and cumulative change.
See "Item 8. Financial Statements and Supplementary Data."

        Cumulative Change. The cumulative change of $593,000 represents the
effect, net of income tax benefit of $411,000 of writing off previously
capitalized start-up costs. The Company adopted this change in accounting
principle in the first quarter of fiscal year 1999 consistent with the
requirements of Accounting Standards Executive Committee's Statement of Position
98-5, Reporting on Costs of Start-up Activities.

LIQUIDITY AND CAPITAL RESOURCES

        For the fiscal year ended April 30, 2000, net cash provided by operating
activities was $7.5 million as compared to net cash used in operating activities
of $6.8 million in fiscal year 1999. This represents an improvement of $14.3
million or 210%. The increase in cash flows from operating activities during the
fiscal year ended April 30, 2000 was achieved primarily by our focus on
eliminating less profitable and unprofitable programs, significantly reducing
overhead expenses, and aggressively collecting receivables.

        Working capital at April 30, 2000 was $29.9 million, a decrease of $22.3
million, or (42.7%), as compared to working capital of $52.2 million at April
30, 1999. Cash and cash equivalents and short-term investments at April 30, 2000
were $27.8 million, a decrease of $5.0 million, or (15.2%) as compared to $32.8
million at April 30, 1999. In the third quarter of fiscal year 2000, the Board
of Directors approved the payment of a special cash dividend of $1.50 per share
of common stock to shareholders of record on January 26, 2000. The total amount
of the dividend, which was paid on January 31, 2000 for 7,053,689 shares of
common stock, was $10.6 million. The decrease in working capital, cash and cash
equivalents and short-term investments was primarily due to the payment of this
special dividend and purchase of treasury stock, partially offset by positive
cash flow from operations during fiscal year 2000.

        Working capital is anticipated to be utilized during fiscal 2001 to
continue expansion of InfoScriber. As of April 30, 2000, the Company had
capitalized $1.6 million for software development related to InfoScriber. The
Company has budgeted approximately $1.0 million for additional capital costs for
InfoScriber during fiscal 2001. These costs will not be amortized until after
the general release of our product, which is anticipated to occur in the first
half of fiscal year 2000. The Company has forecasted a net cash outflow in
excess of $6.0 million for the fiscal year ending April 30, 2001. Actual cash
usage may fluctuate and vary from this projection depending upon the success of
InfoScriber or based on further changes in the Company's Outpatient Programs and
Case Management Programs.


                                       24

<PAGE>   27
        The Company also anticipates using working capital and, if necessary,
incurring indebtedness in connection with selective acquisitions. Additionally,
the Board of Directors has authorized the repurchase of up to 15% of the
Company's outstanding common stock. Purchased shares will be used for corporate
purposes including issuance under PMR's stock compensation plans. The purchases
will be made from time to time in open market transactions. As of April 30,
2000, the Company had repurchased 725,000 shares of its common stock at an
average price of $3.19 per share, or $2,310,156. These repurchased shares
exclude the 50,000 shares of common stock returned by Case Management, Inc.
("CMI") to PMR in fiscal year 1999. All the aforementioned shares, totaling
775,000, were re-issued during fiscal year 2000 under PMR's stock compensation
plans.

        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 to
it 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 health care reimbursement rules as
they apply to the Outpatient Programs. During fiscal years 1999 and 2000, a
substantial majority 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 CMHC's 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 April 30, 2000, we had recorded $5.3 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 of the potential contract disallowances is not anticipated to
occur during fiscal year 2001. 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 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 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 estimated within the financial statements (or such
greater amounts as are due), if and when they become due, could have a material
adverse effect upon our business, financial condition and results of operations.

        The Company has a credit agreement with a bank that permits borrowings
for working capital needs of up to the lesser of 50% of the aggregate amount of
eligible accounts receivable or $10.0 million. The agreement provides for
interest on borrowings at either the bank's reference rate or the bank's
Eurodollar rate plus 2%. The credit agreement expires on August 30, 2000,
unless renewed. At April 30, 2000, there were no borrowings outstanding under
this credit agreement.

        Management believes we have the financial resources needed to meet our
business requirements in the foreseeable future, including capital expenditures
for the development of InfoScriber and working capital requirements. It is
management's opinion that operating cash flows and the Company's cash reserves
will be sufficient to meet these commitments; however, periodic assessments
will be made based on industry and other conditions. In addition, we may, from
time to time, use working capital, issue debt or equity securities, or a
combination thereof, to finance selective acquisitions of assets or businesses,
or for general corporate purposes. Our ability to effect any such issuance will
be dependent on our results of operations, our current financial condition,
current market conditions, and other factors beyond our 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.

IMPACT OF YEAR 2000 COMPUTER ISSUES

         In late 1999, we completed our remediation and testing of systems to
become Year 2000 ready. As a result of our planning and implementation efforts,
we experienced no significant disruptions in mission critical information
technology and non-information technology systems and we believe those systems
successfully responded to the Year 2000 date change. Expenditures required to
make the Company Year 2000 complaint were not material to the Company's
consolidated financial position or results of operations. We are not aware of
any material problem resulting from Year 2000 issues, either with its products,
internal systems, or products and services



                                       25
<PAGE>   28

of third parties. We will continue to monitor our mission critical computer
applications and those of our suppliers and vendors throughout the year 2000 to
ensure that any latent Year 2000 matters that may arise are promptly addressed.

FORWARD-LOOKING STATEMENTS

        In this document, we make forward-looking statements that include
assumptions as to how our Company may perform in the future. You will find many
of these statements in the following sections:

        -       "Business" beginning on page 1; and

        -       "Management's Discussion and Analysis of Financial Condition and
                Results of Operations" beginning on page 18.

Also, when we use words like "may," "may not," "believes," "does not believe,"
"expects," "does not expect," "anticipates," "does not anticipate" and similar
expressions, we are making forward-looking statements. Forward-looking
statements should be viewed with caution.

        As provided by the safe harbor provisions of the Private Securities
Litigation Reform Act of 1995, we caution that forward-looking statements
involve risks and uncertainties that may affect our actual results of
operations. Statements in this document that are forward-looking and that
provide other than historical information involve those risks and uncertainties.
Our forward-looking information reflects our best judgement based on current
information. Forward-looking information involves, however, a number of risks
and uncertainties and there can be no assurance that other factors will not
affect the accuracy of our forward-looking information. While it is not possible
to identify all these factors, we continue to face many risks and uncertainties
that could cause actual results to differ from those forward-looking statements,
including our ability to:

        -       attract a larger audience of users to our web-based health
                information system by strengthening user loyalty and increasing
                the number of participating providers;

        -       enter into and maintain a sufficient number of commercial
                agreements with pharmaceutical companies, managed care and other
                health care organizations, researchers, and government agencies
                for use of the InfoScriber data;

        -       respond effectively to the offerings of competitive providers of
                health information;

        -       continue to develop and maintain strategic relationships with
                leaders in the healthcare and related industries to generate
                increased acceptance and use of our products and services;

        -       continue to develop and upgrade our technology;

        -       respond to technical difficulties or system downtime affecting
                the operation of our web-site and/or causing a temporary lapse
                of on-line services to our users;

        -       accommodate increased use of the web-site while maintaining
                acceptable overall performance;

        -       protect our intellectual property rights which affect our
                ability to establish our brand;

        -       respond to problems within the communications industry and
                infrastructure, including:

                -       inadequate development of the necessary infrastructure,
                        such as a reliable network backbone;

                -       untimely development of complementary products, such as
                        high speed modems; and



                                       26
<PAGE>   29

                -       delays in the development or adoption of new standards
                        and protocols required to handle increased levels of
                        Internet activity.

        -       ensure a continuous, reliable and secure web-site by working to
                prevent physical break-ins, computer viruses, programming
                errors, or similar disruptive problems.

        -       respond to competition in our industry based primarily on:

                -       the quality and market acceptance of healthcare related
                        services and products;

                -       brand recognition; and

                -       the quality and market acceptance of new enhancements to
                        current content features and tools of InfoScriber
                        system;

        -       ensure confidential information is not inappropriately disclosed
                and that we are in compliance with federal and state health
                information privacy standards;

        -       comply with federal and state governmental regulation covering
                healthcare-related products and services on-line, including the
                regulation of medical devices and the practice of medicine and
                pharmacology;

        -       assist providers in meeting the Health Care Financing
                Administration's requirements to ensure reimbursement for
                services performed;

        -       comply with federal and state anti-remuneration laws prohibiting
                the granting or receiving of remuneration in connection with
                services that are reimbursable under federal Medicare and
                Medicaid programs and other reimbursement programs;

        -       respond to changes in Medicare, Medicaid, and other governmental
                regulations regarding alternative health care delivery systems
                and payment methodologies;

        -       maintain significant existing reserves to cover reimbursement
                risks posed by the indemnification of certain providers and the
                reduction of outstanding fee amounts;

        -       successfully integrate operations and technologies from any
                acquisitions, joint ventures or other business combinations or
                investments;

        -       maintain liability insurance coverage on commercially reasonable
                terms to ensure adequate coverage against potential claims; and

        -       attract, retain and motivate qualified personnel.

        In addition, future trends for pricing, margins, revenues and
profitability remain difficult to predict in the industries that we serve.

        Given these risks and uncertainties, investors should not place undue
reliance on forward-looking statements. We expressly disclaim any obligation or
undertaking to release publicly any updates or revisions to any forward-looking
statement to reflect any change in our expectations or any change in events,
conditions or circumstances on which any forward-looking statement is based.

ITEM 7A.  QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK

        The information included in this Item 7A 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 mended, and Section



                                       27
<PAGE>   30
21E of the Securities Exchange Act of 1934, as amended. See "Management's
Discussion and Analysis of Financial Condition and Results of Operations -
Forward-Looking Statements"

INTEREST RATE SENSITIVITY

        Our financial instruments include our credit agreement, equipment note
payable and investments in debt securities, including U.S. Treasury securities,
commercial paper and certificates of deposit. The credit agreement permits
borrowings of up to the lesser of 50% of the aggregate amount of our eligible
accounts receivable or $10.0 million for working capital needs. Interest on
borrowings is payable monthly at either the bank's reference rate or at the
bank's Eurodollar rate plus 2 percent. There were no borrowings outstanding
under the credit agreement at April 30, 2000. The credit agreement expires on
August 30, 2000, unless renewed. Our equipment note payable, due in November
2002, has an effective interest rate of 8.36 percent and we had approximately
$294,000 outstanding under this note at April 30, 2000.

        At April 30, 2000, the fair market value of our investment in debt
securities was approximately $18.6 million, which includes an unrealized holding
loss of approximately $200,000. These securities bear interest rates ranging
from 5.13% percent to 9.10% percent 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
decline 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 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.


ITEM 8.  FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

        Financial Statements and supplementary data of the Company are provided
at the pages indicated in Item 14(a).

ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE

        There has not been any change of accountants or any disagreements with
the Company's accountants on any matter of accounting practice or financial
disclosure during the reporting periods.



                                       28
<PAGE>   31
                                    PART III


ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS

        Information with regard to this item is incorporated by reference to the
definitive 2000 Proxy Statement to be filed with the Securities and Exchange
Commission within 120 days of April 30, 2000, under the caption "Election of
Directors". See "Item 4. Executive Officers of the Company" with regard to
Executive Officers.

ITEM 11. EXECUTIVE COMPENSATION

        Information with regard to this item is incorporated by reference to the
definitive 2000 Proxy Statement to be filed with the Securities and Exchange
Commission within 120 days of April 30, 2000, under the caption "Additional
Information - Management Compensation".

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

        Information with regard to this item is incorporated by reference to the
definitive 2000 Proxy Statement to be filed with the Securities and Exchange
Commission within 120 days of April 30, 2000, under the caption "Principal
Stockholders".

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

        Information with regard to this item is incorporated by reference to the
definitive 2000 Proxy Statement to be filed with the Securities and Exchange
Commission within 120 days of April 30, 2000, under the caption "Additional
Information - Certain Transactions".



                                       29
<PAGE>   32

                                     PART IV

ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K

        (a) THE FOLLOWING DOCUMENTS ARE FILED AS PART OF THIS ANNUAL REPORT ON
FORM 10-K:

           1. Financial Statements: The financial statements of PMR are included
           as Appendix F of this report. See Table of Contents to Financial
           Statements in Appendix F.

           2. Financial Statement Schedules: Schedule II-PMR Corporation
           Valuation and Qualifying Accounts is included in Appendix F of this
           report. See Table of Contents to Financial Statements in Appendix F.

           3. The exhibits which are filed with this Report or which are
           incorporated herein by reference are set forth in the Exhibit Index
           on pages 30 and 31.

        (b) REPORTS ON FORM 8-K:

           The Company did not file any reports on Form 8-K during the fourth
           quarter of fiscal 2000.

  (c) EXHIBITS:

<TABLE>
<CAPTION>
   EXHIBIT
   NUMBER                             DESCRIPTION
   ------                             -----------
<S>          <C>
     3.1     The Company's Restated Certificate of Incorporation, filed with the
             Delaware Secretary of State on March 9, 1998 (filed as Exhibit
             3.1).****

     3.2     The Company's Amended and Restated Bylaws.*

     4.1     Common Stock Specimen Certificate.**

    10.1     The Company's 1997 Equity Incentive Plan (filed as Exhibit 10.1).*

    10.2     Form of Incentive Stock Option Agreement under the 1997 Plan (filed
             as Exhibit 10.2).*

    10.3     Form of Nonstatutory Stock Option Agreement under the 1997 Plan
             (filed as Exhibit 10.).*

    10.4     Outside Directors' Non-Qualified Stock Option Plan of 1992 (the
             "1992 Plan") (filed as Exhibit 10.4).*

    10.5     Form of Outside Directors' Non-Qualified Stock Option Agreement
             (filed as Exhibit 10.5).*

    10.6     Amended and Restated Stock Option Agreement dated April 30, 1996,
             evidencing award to Allen Tepper (filed as Exhibit 10.6).*

    10.7     Amended and Restated Stock Option Agreement dated April 30, 1996,
             evidencing award to Susan Erskine (filed as Exhibit 10.7).*

    10.8     Amended and Restated Stock Option Agreement dated February 1, 1996,
             evidencing award to Mark Clein (filed as Exhibit 10.8).*

    10.9     Amended and Restated Stock Option Agreement dated February 1, 1996,
             evidencing award to Mark Clein (filed as Exhibit 10.9).*

    10.10    Amended and Restated Warrant dated July 9, 1997, evidencing award
             to Fred Furman (filed as Exhibit 10.11).*

    10.11    Restated Management Agreement dated April 11, 1997 with Scripps
             Health (filed as Exhibit 10.12).*

    10.12    Amendment to Restated Management Agreement dated July 15, 1998 with
             Scripps Health (filed as Exhibit 10.12).****

    10.13    Sublease dated April 1, 1997 with CMS Development and Management
             Company, Inc. (filed as Exhibit 10.13).*

    10.14    Management and Affiliation Agreement dated April 13, 1995, between
             Mental Health Cooperative, Inc. and Tennessee Mental Health
             Cooperative, Inc. with Addendum (filed as Exhibit 10.14).
             (Tennessee Mental Health Cooperative, Inc. subsequently changed its
             name to Collaborative Care
</TABLE>




                                       30
<PAGE>   33
<TABLE>
<CAPTION>
   EXHIBIT
   NUMBER                             DESCRIPTION
   ------                             -----------
<S>          <C>
             Corporation.)*

    10.15    Second Addendum to Management and Affiliation Agreement dated
             November 1, 1996 between Mental Health Cooperative, Inc. and
             Collaborative Care Corporation (filed as Exhibit 10.15).***

    10.16    Provider Services Agreement dated April 13, 1995, between Tennessee
             Mental Health Cooperative, Inc. and Mental Health Cooperative, Inc.
             (filed as Exhibit 10.15). (Tennessee Mental Health Cooperative,
             Inc. subsequently changed its name to Collaborative Care
             Corporation.)*

    10.17    Provider Agreement dated December 4, 1995, between Tennessee
             Behavioral Health, Inc. and Tennessee Mental Health Corporations,
             Inc. (filed as Exhibit 10.19).****

    10.18    Addendum No. 1 to Provider Agreement dated December 4, 1995,
             between Tennessee Behavioral Health, Inc. and Tennessee Mental
             Health Cooperative, Inc. (filed as Exhibit 10.20).****

    10.19    Addendum No. 2 to Provider Agreement dated February 4, 1996,
             between Tennessee Behavioral Health, Inc. and Tennessee Mental
             Health Cooperative, Inc. (filed as Exhibit 10.21).****

    10.20    Provider Participation Agreement dated December 1, 1995, among
             Green Spring Health Services, Inc., AdvoCare, Inc. and Tennessee
             Mental Health Cooperative, Inc. (filed as Exhibit 10.22).****

    10.21    Amendment to Provider Participation Agreement dated February 13,
             1996, among Green Spring Health Services, Inc., AdvoCare of
             Tennessee, Inc. and Tennessee Mental Health Cooperative, Inc.
             (filed as Exhibit 10.23).****

    10.22    Subscription Agreement dated June 8, 1998, between the Company and
             Stadtlander Drug Distribution Co., Inc. (filed as Exhibit
             10.24).****

    10.23    Sanwa Bank California Credit Agreement dated February 2, 1996, as
             amended on October 31, 1996.***

    10.24    Form of Stock Option granted to Mark P. Clein, Fred D. Furman and
             Susan Erskine dated December 3, 1998 (filed as Exhibit 10.30).*****

    21.1     List of Subsidiaries.

    23.1     Consent of Ernst & Young LLP.

    27.1     Financial Data Schedule.
</TABLE>

----------
*     Incorporated by reference to exhibits filed with the SEC in the Company's
      Annual Report on Form 10-K for the year ended April 30, 1997.

**    Incorporated by reference to 1 on Form
      S-18 (Reg. No. 23-20095-A).

***   Incorporated by reference to exhibits filed with 18 Company's
      Registration Statement on Form S1. No. 333-36313).

****  Incorporated by reference to exhibits filed with the SEC in the Company's
      Annual Report on Form 10-K for the year ended April 30, 1998.

***** Incorporated by reference to exhibits filed with the SEC in the Company's
      Annual Report on Form 10-K for the year ended April 30, 1999.



                                       31
<PAGE>   34
                                   SIGNATURES

        Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Company has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized, on July 27, 2000.

                                       PMR Corporation


                                       By:
                                          --------------------------------------
                                                       Mark P. Clein
                                                  Chief Executive Officer
                                               (Principal Executive Officer)

        KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Mark P. Clein and Fred D. Furman, and
each or any one of them, his true and lawful attorney-in-fact and agent, with
full power of substitution and re-substitution, for him and in his name,
placestead, in any and all capacities, to sign any and all amendments
(including post-effective amendments) to this Form 10-K, and to file the same,
with all exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorneys-in-fact and
agents, and each of them, full power and authority to do and perform each and
every act and thing requisite and necessary to be done in connection therewith,
as fully to all intents and purposes as he might or could do in person, hereby
ratifying and confirming all that said attorneys-in-fact and agents, or any of
them, or their or his substitutes or substitute, may lawfully do or cause to be
done by virtue hereof.

        Pursuant to the requirements of the Securities and Exchange Act of 1934,
this report has been signed below by the following persons in the capacities and
on the dates indicated.

<TABLE>
<CAPTION>
             SIGNATURE                                 TITLE                            DATE
             ---------                                 -----                            ----
<S>                                 <C>                                            <C>
         /s/ ALLEN TEPPER           Chairman of the Board of Directors             July 27, 2000
---------------------------------
           Allen Tepper

         /s/ MARK P. CLEIN          Chief Executive Officer and                    July 27, 2000
---------------------------------   and Director (Principal Executive Officer)
           Mark P. Clein


        /s/ FRED D. FURMAN          President and General Counsel                  July 27, 2000
---------------------------------
          Fred D. Furman

       /s/ SUSAN D. ERSKINE         Executive Vice President, Secretary and        July 27, 2000
---------------------------------   Director
         Susan D. Erskine

       /s/ DANIEL L. FRANK*         Director                                       July 27, 2000
---------------------------------
          Daniel L. Frank

      /s/ CHARLES MCGETTIGAN*       Director                                       July 27, 2000
---------------------------------
       Charles C. McGettigan

        /s/ EUGENE D. HILL*         Director                                       July 27, 2000
---------------------------------
          Eugene D. Hill

        /s/ RICHARD NIGLIO*         Director                                       July 27, 2000
---------------------------------
          Richard Niglio

        /s/ REGGIE A. ROMAN         Vice President, Finance & Strategic Planning   July 27, 2000
---------------------------------   (Principal Accounting Officer)
          Reggie A. Roman
</TABLE>



                                       32
<PAGE>   35
                                 PMR CORPORATION

                 CONSOLIDATED FINANCIAL STATEMENTS AND SCHEDULES
                       YEARS ENDED APRIL 30, 2000 AND 1999

                                    CONTENTS

<TABLE>
<S>                                                                        <C>
Report of Independent Auditors..........................................   F-1

Consolidated Financial Statements

Consolidated Balance Sheets.............................................   F-2
Consolidated Statements of Operations...................................   F-3
Consolidated Statement of Stockholders' Equity..........................   F-4
Consolidated Statements of Cash Flows...................................   F-5
Notes to Consolidated Financial Statements..............................   F-6

Schedules

Schedule II - Valuation and Qualifying Accounts.........................   S-1
</TABLE>



                                       33
<PAGE>   36
                REPORT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS

The Board of Directors and Stockholders
PMR Corporation

        We have audited the accompanying consolidated balance sheets of PMR
Corporation as of April 30, 2000 and 1999, and the related consolidated
statements of operations, stockholders' equity and cash flows for each of the
three years in the period ended April 30, 2000. Our audits also included the
financial statement schedule listed in the index at item 14(a). These financial
statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these financial statements based on
our audits.

        We conducted our audits in accordance with auditing standards generally
accepted in the Unites States. Those standards require that we plan and perform
the audit to obtain reasonable assurance about whether the financial statements
are free of material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial statements. An
audit also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation. We believe that our audits provide a reasonable basis
for our opinion.

        In our opinion, the financial statements referred to above present
fairly, in all material respects, the consolidated financial position of PMR
Corporation at April 30, 2000 and 1999, and the consolidated results of its
operations and its cash flows for each of the three years in the period ended
April 30, 2000, in conformity with accounting principles generally accepted in
the United States. Also, in our opinion, the related financial statement
schedule, when considered in relation to the basic financial statements taken as
a whole, presents fairly in all material respects the information set forth
therein.

                                             /s/ Ernst & Young, LLP

                                              ERNST & YOUNG, LLP
San Diego, California
June 21, 2000



                                      F-1
<PAGE>   37

                                 PMR CORPORATION
                           CONSOLIDATED BALANCE SHEETS

<TABLE>
<CAPTION>
                                                                                       APRIL 30,
                                                                             -----------------------------
                                                                                 2000             1999
                                                                             ------------     ------------
<S>                                                                          <C>              <C>
Assets
Current assets:
  Cash and cash equivalents .............................................    $  9,192,254     $  5,248,846
  Short-term investments, available for sale ............................      18,579,754       27,509,554
  Accounts receivable, net of allowance for doubtful accounts
    of $6,623,000 in 2000 and $7,124,000 in 1999 ........................       5,087,162       13,074,624
  Prepaid expenses and other current assets .............................       1,245,162        1,646,642
  Income taxes receivable ...............................................            --          2,212,815
  Deferred income tax benefit, net of valuation allowance
    of $9,228,000 in 2000 ...............................................            --          4,653,000
  Net current assets of discontinued operation ..........................            --          3,798,129
                                                                             ------------     ------------
Total current assets ....................................................      34,104,332       58,143,610

Furniture and office equipment, net of accumulated depreciation
  of $1,770,000 in 2000 and $1,523,000 in 1999 ..........................       2,170,829        2,413,925
Long-term accounts and notes receivable, net of allowance for
  doubtful accounts of $520,000 in 2000 and $3,657,000 in 1999 ..........       2,578,728        4,742,329
Capitalized software development ........................................       1,572,288             --
Deferred income tax benefit .............................................            --          1,206,000
Other long-term assets ..................................................         309,385          546,621
                                                                             ------------     ------------
Total assets ............................................................    $ 40,735,562     $ 67,052,485
                                                                             ============     ============

LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
  Accounts payable ......................................................         863,395     $  1,416,821
  Accrued expenses ......................................................         961,707        1,563,927
  Accrued compensation and employee benefits ............................         835,866        2,083,082
  Advances from case management agencies ................................       1,084,196          846,353
  Income taxes payable ..................................................         433,539               --
                                                                             ------------     ------------
Total current liabilities ...............................................       4,178,703        5,910,183

Note payable, long-term portion .........................................         196,127          294,073
Contract settlement reserve .............................................       5,313,055        6,672,727
Other long-term liabilities .............................................          45,973           53,438
Net long-term liabilities of discontinued operation .....................            --          1,471,048

Commitments

Stockholders' equity:
  Convertible preferred stock, $.01 par value, authorized shares -
    1,000,000; issued & outstanding shares - none in 2000 and 1999 ......            --               --
  Common stock, $.01 par value, authorized shares - 19,000,000; issued
    and outstanding shares - 7,058,017 in 2000 and 6,988,878 in 1999 ....          70,580           69,889
  Additional paid-in capital ............................................      37,995,983       48,123,385
  Notes receivable from employees and officers ..........................        (332,000)            --
  Accumulated other comprehensive income (loss) .........................        (154,274)            --
  Retained earnings (deficit) ...........................................      (6,578,585)       5,400,242
  Treasury stock, at cost ...............................................            --           (942,500)
                                                                             ------------     ------------
Total stockholders' equity ..............................................      31,001,704       52,651,016
                                                                             ------------     ------------
Total liabilities and stockholders' equity ..............................    $ 40,735,562     $ 67,052,485
                                                                             ============     ============
</TABLE>



See accompanying notes.


                                      F-2
<PAGE>   38
                                 PMR CORPORATION
                      CONSOLIDATED STATEMENTS OF OPERATIONS


<TABLE>
<CAPTION>
                                                                                 YEARS ENDED APRIL 30,
                                                                    ----------------------------------------------
                                                                        2000             1999             1998
                                                                    ------------     ------------     ------------
<S>                                                                 <C>              <C>              <C>
Revenues .......................................................    $ 42,510,179     $ 55,822,568     $ 67,523,950
                                                                    ------------     ------------     ------------

Expenses:
  Direct operating expenses ....................................      34,626,858       38,574,192       48,255,459
  Marketing, general and administrative ........................       8,561,708       11,046,105        9,186,401
  Provision for bad debts ......................................       5,128,847        4,427,962        5,148,580
  Depreciation and amortization ................................       1,010,415        1,107,730        1,064,873
  Special charge (credit) ......................................       1,432,823         (262,408)       2,022,889
  Write-off of costs related to terminated acquisition .........            --          1,612,240             --
                                                                    ------------     ------------     ------------
Total expenses .................................................      50,760,651       56,505,821       65,678,202
                                                                    ------------     ------------     ------------

Interest expense ...............................................         (26,908)        (396,149)         (19,784)
Other income - interest ........................................       1,491,977        2,005,170        1,206,421

Income (loss) from continuing operations before
  income taxes and cumulative change ...........................      (6,785,403)         925,768        3,032,385
Income tax expense .............................................       4,881,927          379,000        1,244,000
                                                                    ------------     ------------     ------------
Net income (loss) from continuing operations before
  cumulative change ............................................     (11,667,330)         546,768        1,788,385
Cumulative change in accounting principle, net of
  income tax benefit ...........................................            --            592,689             --
                                                                    ------------     ------------     ------------
Net income (loss) from continuing operations ...................    $(11,667,330)    $    (45,921)    $  1,788,385

Results from discontinued operation - Stadt Solutions LLC:
  Loss from discontinued operation, net of tax .................      (1,389,559)        (400,870)            --
  Gain on sale of discontinued operation, net of tax ...........       2,053,570             --               --
                                                                    ------------     ------------     ------------

Net income (loss) ..............................................    $(11,003,319)    $   (446,791)    $  1,788,385
                                                                    ============     ============     ============

Earnings (loss) per common share from continuing operations
  before cumulative change:
  Basic ........................................................    $      (1.77)    $       0.08     $       0.30
                                                                    ------------     ------------     ------------
  Diluted ......................................................    $      (1.77)    $       0.08     $       0.27
                                                                    ------------     ------------     ------------
Earnings (loss) per common share from continuing operations:
  Basic ........................................................    $      (1.77)    $      (0.01)    $       0.30
                                                                    ------------     ------------     ------------
  Diluted ......................................................    $      (1.77)    $      (0.01)    $       0.27
                                                                    ------------     ------------     ------------
Earnings (loss) per common share from discontinued operation:
  Basic ........................................................    $      (0.21)    $      (0.06)    $       --
                                                                    ------------     ------------     ------------
  Diluted ......................................................    $      (0.21)    $      (0.06)    $       --
                                                                    ------------     ------------     ------------
Gain per common share on sale of discontinued operation:
  Basic ........................................................    $       0.31     $       --       $       --
                                                                    ------------     ------------     ------------
  Diluted ......................................................    $       0.31     $       --       $       --
                                                                    ------------     ------------     ------------
Earnings (loss) per common share :
  Basic ........................................................    $      (1.67)    $      (0.06)    $       0.30
                                                                    ------------     ------------     ------------
  Diluted ......................................................    $      (1.67)    $      (0.06)    $       0.27
                                                                    ------------     ------------     ------------

Dividends paid per common share outstanding as of
  January 26, 2000 .............................................    $       1.50
                                                                    ------------

Shares used in computing per share amounts:
  Basic ........................................................       6,606,322        6,923,916        6,053,243
                                                                    ============     ============     ============
  Diluted ......................................................       6,606,322        6,923,916        6,695,321
                                                                    ============     ============     ============
</TABLE>


See accompanying notes.



                                      F-3
<PAGE>   39


                                 PMR CORPORATION
                 CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY

<TABLE>
<CAPTION>

                                                 SERIES C CONVERTIBLE
                                                    PREFERRED STOCK                 COMMON STOCK                 ADDITIONAL
                                                 --------------------------------------------------------         PAID-IN
                                                 SHARES     AMOUNT             SHARES           AMOUNT            CAPITAL
                                                 -------------------------------------------------------------------------------
<S>                                              <C>        <C>              <C>             <C>                <C>
Balance at April 30, 1997 .................        --       $  --            5,033,507       $     50,334       $ 12,138,569
  Issuance of common stock under
    stock option plans including
    realization of income tax
    benefit of $1,687,355 .................        --          --              226,143              2,262          2,717,694
  Issuance of common stock in
    secondary offering, net of offering
    costs of $637,556 .....................        --          --            1,690,000             16,900         33,103,294
  Net income ..............................        --          --                 --                 --                 --
                                                 -------------------------------------------------------------------------------
Balance at April 30, 1998 .................        --          --            6,949,650             69,496         47,959,557
  Issuance of common stock
    under stock option plan ...............        --          --               37,228                373            148,598
  Issuance of common stock
    for compensation ......................        --          --                2,000                 20             15,230
  Acquisition of treasury stock
    at cost ...............................        --          --                 --                 --                 --
  Net loss ................................        --          --                 --                 --                 --
                                                 -------------------------------------------------------------------------------
Balance at April 30, 1999 .................        --          --            6,988,878             69,889         48,123,385
  Acquisition of treasury stock
    at cost ...............................        --          --                 --                 --                 --
  Issuance of common stock
    under stock option plan ...............        --          --               69,139                691            250,342
  Reissued treasury stock under
    stock option plan .....................        --          --                 --                 --                 --

  Reissued treasury stock in
    exchange of notes receivable ..........        --          --                 --                 --                 --

  Proceeds from payment of
    stockholder notes .....................        --          --                 --                 --                 --

  Stock compensation expense ..............        --          --                 --                 --              202,790

  Dividend paid on Common Stock ...........        --          --                 --                 --          (10,580,534)

  Net loss ................................        --          --                 --                 --                 --
  Unrealized gain (loss) on
    short-term investments ................        --          --                 --                 --                 --

  Comprehensive loss ......................        --          --                 --                 --                 --
                                                 -------------------------------------------------------------------------------
Balance at April 30, 2000 .................        --       $  --            7,058,017       $     70,580       $ 37,995,983
                                                 ===============================================================================
</TABLE>



<TABLE>
<CAPTION>
                                                NOTES
                                              RECEIVABLE                                         ACCUMULATED
                                                FROM           RETAINED                             OTHER                TOTAL
                                            EMPLOYEES AND      EARNINGS                          COMPREHENSIVE       STOCKHOLDERS'
                                              OFFICERS         [DEFICIT]      TREASURY STOCK         LOSS                EQUITY
                                          ----------------------------------------------------------------------------------------
<S>                                         <C>              <C>              <C>                <C>                 <C>
Balance at April 30, 1997 ................  $       --        $  4,058,648     $       --        $       --          $ 16,247,551
  Issuance of common stock under
    stock option plans including
    realization of income tax
    benefit of $1,687,355 ................          --                --               --                --             2,719,956
  Issuance of common stock in
    secondary offering, net of offering
    costs of $637,556 ....................          --                --               --                --            33,120,194
  Net income .............................          --           1,788,385             --                --             1,788,385
                                          ---------------------------------------------------------------------------------------
Balance at April 30, 1998 ................          --           5,847,033             --                --            53,876,086
  Issuance of common stock
    under stock option plan ..............          --                --               --                --               148,971
  Issuance of common stock
    for compensation .....................          --                --               --                --                15,250
  Acquisition of treasury stock
    at cost ..............................          --                --           (942,500)             --              (942,500)
  Net loss ...............................          --            (446,791)            --                --              (446,791)
                                          ---------------------------------------------------------------------------------------
Balance at April 30, 1999 ................          --           5,400,242         (942,500)             --            52,651,016
  Acquisition of treasury stock
    at cost ..............................          --                --         (1,786,406)             --            (1,786,406)
  Issuance of common stock
    under stock option plan ..............          --                --               --                --               251,033
  Reissued treasury stock under
    stock option plan ....................          --              13,326          427,822              --               441,148

  Reissued treasury stock in
    exchange of notes receivable .........    (1,312,250)         (988,834)       2,301,084              --                  --

  Proceeds from payment of
    employees and officers................       980,250              --               --                --               980,250

  Stock compensation expense .............          --                --               --                --               202,790

  Dividend paid on Common Stock ..........          --                --               --                --           (10,580,534)

  Net loss ...............................          --         (11,003,319)            --                --           (11,003,319)
  Unrealized loss on
    short-term investments ...............          --                --               --            (154,274)           (154,274)
                                                                                                                     ------------
  Comprehensive loss .....................          --                --               --                --           (11,157,593)
                                          ---------------------------------------------------------------------------------------
Balance at April 30, 2000 ................  $   (332,000)     $ (6,578,585)    $       --        $   (154,274)       $ 31,001,704
                                          =======================================================================================
</TABLE>




See accompanying notes.



                                      F-4
<PAGE>   40

                                PMR CORPORATION
                     CONSOLIDATED STATEMENTS OF CASH FLOWS

<TABLE>
<CAPTION>
                                                                                   YEARS ENDED APRIL 30,
                                                                       ------------------------------------------------
                                                                           2000             1999               1998
                                                                       ------------      ------------      ------------
<S>                                                                    <C>               <C>              <C>
OPERATING ACTIVITIES
Net income (loss) ................................................     $(11,003,319)     $   (446,791)     $  1,788,385
Adjustments to reconcile net income (loss) to net cash
  provided by (used in) operating activities:
    Deferred income taxes, net of valuation allowance ............        8,071,815           357,000          (782,000)
    Provision for bad debts ......................................        5,128,847         8,051,576         5,148,580
    Depreciation and amortization ................................        1,010,415         1,116,769         1,064,873
    Special charge (credit) ......................................        1,432,823          (262,408)        2,022,889
    Stock compensation expense ...................................          202,790              --                --
    Write-off of costs related to terminated acquisition .........             --           1,612,240              --
    Cumulative effect of change in accounting principle ..........             --             592,689              --
    Loss applicable to minority interest .........................             --            (676,729)             --
    Changes in operating assets and liabilities:
      Accounts and notes receivable ..............................       11,950,486       (13,164,122)      (11,151,423)
      Prepaid expenses and other assets ..........................          668,018          (364,550)         (620,008)
      Income taxes receivable/payable ............................          433,539        (3,105,300)        1,288,715
      Accounts payable and accrued expenses ......................       (2,999,383)       (1,820,782)         (404,697)
      Accrued compensation and employee benefits .................       (1,247,216)          (95,611)         (773,174)
      Advances from case management agencies .....................          237,843          (840,124)          759,765
      Payable to related party ...................................       (3,052,610)        3,052,610              --
      Contract settlement reserve ................................       (1,359,672)         (807,266)       (1,311,935)
      Minority interest ..........................................       (1,921,057)             --                --
      Other long-term liabilities ................................           (7,466)          (34,128)           (5,256)
                                                                       ------------      ------------      ------------
Net cash provided by (used in) operating activities ..............        7,545,853        (6,834,927)       (2,975,286)
                                                                       ------------      ------------      ------------

INVESTING ACTIVITIES
Proceeds from the sale and maturity of short term investments ....       15,576,782        24,159,504              --
Purchases of short-term investments ..............................       (6,801,256)      (31,412,013)      (20,257,045)
Software development costs .......................................       (1,572,288)             --                --
Purchases of furniture and office equipment, net of disposals ....         (205,393)       (1,134,717)       (2,927,837)
                                                                       ------------      ------------      ------------
Net cash provided by (used in) investing activities ..............        6,997,845        (8,387,226)      (23,184,882)
                                                                       ------------      ------------      ------------

FINANCING ACTIVITIES
Cash dividend paid ...............................................      (10,580,534)             --                --
Acquisition of treasury stock ....................................       (1,786,406)         (523,750)             --
Issuance of common stock .........................................          251,033           164,231         1,032,601
Issuance of treasury stock .......................................          441,148              --                --
Proceeds from payments of notes receivable from employees
  and officers....................................................          980,250              --                --
Proceeds from note payable to bank ...............................             --                --             517,397
Payments on note payable to bank .................................          (97,947)          (97,951)          (35,368)
Investment by related party in subsidiary ........................             --           2,597,786              --
Proceeds from follow-on offering, net of offering costs ..........             --                --          33,120,194
                                                                       ------------      ------------      ------------
Net cash (used in) provided by financing activities ..............      (10,792,456)        2,140,306        34,634,824
                                                                       ------------      ------------      ------------

Net increase (decrease) in cash  and cash equivalents ............        3,751,242       (13,081,847)        8,474,656

Cash and cash equivalents of discontinued operation ..............          192,166          (192,166)             --

Cash and cash equivalents at beginning of period .................        5,248,846        18,522,859        10,048,203
                                                                       ------------      ------------      ------------

Cash and cash equivalents at end of period .......................     $  9,192,254      $  5,248,846      $ 18,522,859
                                                                       ============      ============      ============

SUPPLEMENTAL INFORMATION:
Tax (refund) payments, net .......................................     $ (3,624,370)     $  3,806,563      $  1,330,725
                                                                       ============      ============      ============
Interest paid ....................................................     $     28,521      $    396,170      $     20,936
                                                                       ============      ============      ============
</TABLE>



See accompanying notes.



                                      F-5
<PAGE>   41
                                 PMR CORPORATION

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS



1.  ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES

Organization, Business and Principles of Consolidation

PMR Corporation ("the Company"), operates a health services business and is
developing a health information business. Over the past twelve years, the
Company has been a leader in the development and management of specialized
mental health care programs and disease management services designed to treat
individuals diagnosed with a serious mental illness ("SMI"), primarily
schizophrenia and bi-polar disorder (i.e., manic-depressive illness). The
Company manages, administers, or provides consulting services for a range of
outpatient and community-based psychiatric programs for SMI patients consisting
of outpatient programs and case management programs. In fiscal year 2000, the
Company launched a health information business through InfoScriber Corporation,
its wholly-owned subsidiary, whose mission is to become a strategic health
information company that will provide critical disease-specific information to
pharmaceutical companies, providers, managed care organizations, and other
health care organizations. This new business is built around the development of
a proprietary, web-based medication management and information system with
imbedded series of queries as well as electronic prescription capabilities for
physicians and other providers of care. This system generates unique and
valuable data on a real time basis explaining why physicians choose certain
drugs and therapies for specific conditions.

The consolidated financial statements include the accounts of PMR Corporation
and its wholly-owned subsidiaries, Psychiatric Management Resources, Inc.,
Collaborative Care Corporation and InfoScriber Corporation. The Company
accounted for its consolidation in accordance with Statement of Financial
Accounting Standards No. 94, Consolidation of All Majority-Owned Subsidiaries.
All inter-company balances have been eliminated in consolidation. The Company
does not consolidate any of the organizations it manages as it does not have
operating control as defined in Emerging Issues Task Force Statement No. 97-2,
Application of FASB Statement No. 94 and APB Opinion No. 16 to Physician
Practice Management Entities and Certain Other Entities with Contractual
Management Arrangements (EITF 97-2).

Legislation, Regulations and Market Conditions

The Company is subject to federal, state and local government regulation
relating to licensure, conduct of operations, ownership of facilities, expansion
of facilities and services, and reimbursement for services. As such, in the
ordinary course of business, the Company's operations are continuously subject
to state and federal regulatory scrutiny, supervision and control. Such
regulatory scrutiny often includes inquiries, investigations, examinations,
audits, site visits, and surveys, some of which may be non-routine. The Company
believes that it is in substantial compliance with the applicable laws and
regulations. However, if the Company is ever found to have engaged in improper
practices, it could be subjected to civil, administrative or criminal fines,
penalties, or restitutionary relief.

Concentration of Credit Risk

The Company grants credit to contracting providers in various states without
collateral. At April 30, 2000, the Company has net current and long term
receivables aggregating approximately $1,766,000 from two providers, each of
which comprise more than 10% of total net consolidated receivables. The Company
monitors the credit worthiness of these customers and believes the balances
outstanding, net of allowances at April 30, 2000, are fully collectible.

Substantially all of the Company's cash and cash equivalents are held at five
financial institutions. The Company monitors the financial status of these banks
and does not believe the deposits are subject to a significant degree of risk.



                                      F-6
<PAGE>   42
                                 PMR CORPORATION

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)


1.  ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

Use of Estimates

The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect the reported amounts of assets and liabilities and related disclosures at
the date of the financial statements and the amounts of revenues and expenses
reported during the period. Actual results could differ from those estimates.
The Company's significant accounting estimates are the allowance for
uncollectible accounts and the contract settlement reserve.

Cash and Cash Equivalents

Cash and cash equivalents consist of highly liquid investments with maturities,
when acquired, of three months or less. Investments with original maturities of
three months or less that were classified as cash equivalents totaled
approximately $544,000 and $1,863,000 as of April 30, 2000 and 1999,
respectively.

Short-Term Investments

Marketable equity securities and debt securities are classified as
available-for-sale because management has the intent and ability to sell the
securities prior to maturity for use in current operations. Available-for-sale
securities are carried at fair value, which approximates cost, with unrealized
gains and losses reported as a separate component of stockholders' equity. The
cost of debt securities in this category is adjusted for amortization of
premiums and accretion of discounts to maturity. Such amortization along with
realized gains and losses, interest and dividends are included in interest
income. The cost of securities sold is based on the specific identification
method.

Dividend Paid on Common Stock

On January 18, 2000, the Board of Directors declared a dividend of $10,580,534,
or $1.50 per share of common stock, payable to shareholders of record on January
26, 2000. No dividends were paid in 1998 or 1999.

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 EPS includes no dilution and is
computed by dividing net income by the weighted average number of common shares
outstanding for the period. Diluted EPS 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.



                                      F-7
<PAGE>   43
                                 PMR CORPORATION

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)



1.  ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

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


<TABLE>
<CAPTION>
                                                                         YEARS ENDED APRIL 30,
                                                            ----------------------------------------------
                                                                 2000              1999            1998
                                                            ------------      ------------      ----------
<S>                                                         <C>               <C>               <C>
Numerator:
  Net income (loss) available to common stockholders ..     $(11,003,319)     $   (446,791)     $1,788,385
                                                            ============      ============      ==========

Denominator:
  Weighted average shares outstanding for
    basic earnings per share ..........................        6,606,322         6,923,916       6,053,243
                                                            ------------      ------------      ----------
Effects of dilutive securities:
  Employee stock options ..............................             --                --           596,008
  Warrants ............................................             --                --            46,070
                                                            ------------      ------------      ----------
Dilutive potential common shares ......................             --                --           642,078
                                                            ------------      ------------      ----------
Shares used in computing diluted earnings per
common share ..........................................        6,606,322         6,923,916       6,695,321
                                                            ============      ============      ==========

Earnings (loss) per common share, basic ...............     $      (1.67)     $      (0.06)     $     0.30
                                                            ============      ============      ==========
Earnings (loss) per common share, diluted .............     $      (1.67)     $      (0.06)     $     0.27
                                                            ============      ============      ==========
</TABLE>


Revenue Recognition and Contract Settlement Reserve

The Outpatient Programs that we currently manage or administer consist primarily
of psychiatric partial hospitalization programs. In these programs, the patient
is ambulatory, but requires intensive, coordinated clinical services for SMI. In
general, these programs are an alternative to inpatient care. They involve
patients in crisis or recovering from crisis who, thus, require more intensive
clinical services than those generally available in a traditional outpatient
setting. Presently, our Outpatient Program Management Services are provided
under contracts with acute care hospitals. These contracts generally govern the
method by which we provide consulting or management services, the responsibility
of the hospital provider for licensure, billing, staff, insurance and the
provision of health care services and the manner in which we will be
compensated. Typically, we provide a program administrator or consultant,
proprietary software and data systems, policies and procedures, clinical
protocols and curricula and other technical and administrative information that
enhance the quality of care and the efficiency of administration of the program.
These contracts generally provide for payment of fees by the hospital based on
the services that we provide and/or a fixed fee. The hospital maintains
responsibility for substantially all direct program costs under these contracts.


The Company has been retained to manage and provide the outpatient psychiatric
portion of a managed health care program funded by the State of Tennessee
("TennCare"). Under the terms of its agreements, the Company receives a monthly
case rate payment from the managed care consortium responsible for managing the
TennCare program, and is responsible for planning, coordinating and managing
psychiatric case management to residents of Tennessee who are eligible to
participate in the TennCare program using the proprietary treatment programs
developed by the Company. The Company offers its case management services
through long-term exclusive management agreements with leading independent
providers for case management services. Pursuant to those agreements, the
Company contributes its proprietary protocols and management expertise and, when
necessary, negotiates case management rates and contracts on behalf of the
providers. The Company may also provide training, management information



                                      F-8
<PAGE>   44
                                 PMR CORPORATION

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)



1.  ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)


systems support, and accounting and fiscal services. Presently, the Company has
agreements with two case management agencies in Tennessee. Revenue under this
program was approximately $14,299,000, $10,534,000, and $14,607,000 for the
years ended April 30, 2000, 1999 and 1998, respectively.

The Company does not employ or bill for any services rendered by psychiatrists
or other professionals whose patients are enrolled in the programs managed by
the Company.

Revenue under the acute outpatient psychiatric programs is recognized when
services are rendered based upon contractual arrangements with providers at the
estimated net realizable amounts. Under certain management contracts, the
Company is obligated under warranty provisions to indemnify the Providers for
all or some portions of the Company's management fees that may be disallowed as
reimbursable to the Providers by Medicare's fiscal intermediaries. The Company
has recorded contract settlement reserves to provide for possible amounts
ultimately owed to its Providers resulting from disallowance of costs by
Medicare and Medicare cost report settlement adjustments. Such reserve is
classified as a non-current liability in the accompanying balance sheets as
ultimate resolution of substantially all of these issues is not expected to
occur during fiscal 2001. Under provisions of the indemnification clause of the
Company's management contracts, the Company indemnified providers approximately
$2,874,000 and $3,661,000 for the years ended April 30, 2000 and 1998,
respectively. The Company was not required to indemnify any provider during
fiscal 1999.

The Company completed the sale of its Chemical Dependency Programs to a private
company in the third quarter ended January 31, 2000. The transaction resulted in
an immaterial net gain on sale for the Company. Revenues from the Chemical
Dependency Programs were approximately $700,000, $1.1 million, and $1.5 million
in fiscal years 2000, 1999 and 1998, respectively.

Stadt Solutions LLC ("Stadt Solutions") recorded pharmaceutical revenue when the
product was sold to customers at pharmacies, net of any estimated contractual
allowances. A substantial portion of the net revenue for Stadt Solutions was
derived directly from customers insured under Medicaid or other
government-sponsored healthcare programs. The Company sold substantially all of
its interest in Stadt Solutions in the third quarter ended January 31, 2000.
Activity related to Stadt Solutions is presented in the Company's financial
statements and footnotes as a discontinued operation for all fiscal years (see
Note 2).

Insurance

The Company carries "occurrence basis" insurance to cover general liability,
property damage and workers' compensation risks. Medical professional liability
risk is covered by a "claims made" insurance policy that provides for guaranteed
tail coverage. Loss reserves for incurred by not reported medical professional
liability claims are not material.

Stock Options

SFAS No. 123, Accounting for Stock-Based Compensation (SFAS No. 123),
establishes the use of the fair value based method of accounting for stock-based
compensation arrangements, under which compensation cost is determined using the
fair value of stock-based compensation determined as of the grant date, and is
recognized over the periods in which the related services are rendered. In
accordance with the provisions of SFAS No. 123, the Company has elected to
follow Accounting Principles Board Opinion No. 25, Accounting for Stock Issued
to Employees (APB 25) and related Interpretations in accounting for its employee
stock options. Under APB 25, when the purchase price of restricted stock or the
exercise price of the Company's employee stock options equals or exceeds the
fair value of the underlying stock on the date of issuance or grant, no
compensation expense is recognized. In accordance with SFAS No. 123, the Company
has presented pro forma disclosures of net income and earnings per share as if
SFAS No. 123 had been applied.



                                      F-9
<PAGE>   45
                                 PMR CORPORATION

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)



1.  ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)


Comprehensive Income (Loss)

The Company follows SFAS No. 130, Reporting Comprehensive Income. SFAS No. 130
requires that all components of comprehensive income, including net income, be
reported in the financial statements in the period in which they are recognized.
Comprehensive income is defined as the change in equity during a period from
transactions and other events and circumstances from non-owner sources. Net
income (loss) and other comprehensive income (loss), including foreign currency
translation adjustments and unrealized gains and losses on investments, shall be
reported, net of their related tax effect, to arrive at comprehensive income
(loss). The Company reports comprehensive income (loss) as a separate component
of Stockholders' Equity.

Change in Accounting Principle

In April 1998, the Accounting Standards Executive Committee issued Statement of
Position 98-5, Reporting on Costs of Start-up Activities (SOP 98-5) which is
effective for fiscal years beginning after December 15, 1998. SOP 98-5 requires
costs of start-up activities and organization costs to be expensed as incurred.
In addition, all start-up costs and organization costs previously capitalized
must be written off. Initial application of SOP 98-5 is reported as the
cumulative effect of a change in accounting principle. In fiscal year 1999, the
Company incurred a charge of $593,000 representing the effect, net of income tax
benefits of $411,000, of writing off previously capitalized start-up costs.

Reclassification

Certain reclassifications have been made to the 1998 and 1999 financial
statement to make them comparable to the presentation of the fiscal year 2000
financial statements.

2.  DISCONTINUED OPERATION

During the third quarter ended January 31, 2000, the Company sold substantially
all of its interest in Stadt Solutions LLC ("Stadt Solutions"), a majority owned
subsidiary owned partially by Stadt Holdings (formerly Stadtlander Drug
Distribution Co., Inc.). Stadt Solutions comprised the Company's entire
pharmaceutical segment. The transaction, which effected the sale of the
Company's ownership interest in Stadt Solutions, resulted in cash proceeds of
approximately $3.3 million and a gain of approximately $664,000, net of fiscal
year 2000 operating losses. The operating results of the discontinued operation
are summarized below:




                                      F-10
<PAGE>   46
                                 PMR CORPORATION

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)



2.  DISCONTINUED OPERATION (CONTINUED)


<TABLE>
<CAPTION>
                                                                   YEARS ENDED APRIL 30,
                                                              ------------------------------
                                                                  2000              1999
                                                              ------------      ------------
<S>                                                           <C>               <C>
Net revenue .............................................     $ 26,878,254      $ 29,666,887
                                                              ------------      ------------

Loss before minority interest and income tax benefit ....       (2,773,570)       (1,356,170)
Minority interest .......................................        1,384,011           676,729
                                                              ------------      ------------
Loss before income tax benefit ..........................       (1,389,559)         (679,441)
Income tax benefit ......................................             --             278,571
                                                              ------------      ------------
Net loss ................................................     $ (1,389,559)     $   (400,870)
                                                              ============      ============
</TABLE>


Net current assets and net long-term liabilities of the discontinued operation
have been reported as a separate component of the consolidated balance sheets
for all years presented. Net results of operation for the discontinued operation
have been reported as a separate component of the consolidated statements of
operations for all years presented. There was no activity for the discontinued
operation prior to fiscal year 1999.

3.  INVESTMENTS

The following is a summary of available-for-sale securities, stated at fair
value:

<TABLE>
<CAPTION>
                                              APRIL 30,
                                    ---------------------------
                                        2000            1999
                                    -----------     -----------
<S>                                 <C>             <C>
U.S. government securities ....     $17,477,803     $23,346,448
U.S. corporate securities .....            --         3,663,106
Commercial paper ..............         502,188         500,000
Certificate of deposit ........         599,763            --
                                    -----------     -----------
Total debt securities .........     $18,579,754     $27,509,554
                                    ===========     ===========
</TABLE>


At April 30, 2000, all investments contain contractual maturities of two years
or less. The balance sheet classification as short-term available-for-sale
securities is based on management's intentions rather than actual maturity
dates. Therefore, classification of these securities may differ from stated
maturities. As management has the ability and intent to sell these
available-for-sale securities prior to maturity and views the portfolio as
available for use in current operations, the investments are classified as
current at April 30, 2000. Unrealized holding losses, reported as other
comprehensive income in accordance with SFAS No. 130 (see Note 1), totaled
$154,274 at April 30, 2000.

4.  CAPITALIZED SOFTWARE DEVELOPMENT

The Company records capitalized software development costs in accordance with
FASB Statement No. 86, Accounting for the Costs of Computer Software to Be Sold,
Leased, or Otherwise Marketed, and related interpretations. Capitalized software
development costs consist primarily of consulting fees and salaries and benefits
for in house programmers incurred by the newly established InfoScriber
subsidiary. Depreciation will commence upon completion of the software
development and will continue over a period of three to five years using the
straight line method.



                                      F-11
<PAGE>   47
                                 PMR CORPORATION

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)



5.  LONG TERM RECEIVABLES

Long-term receivables consist primarily of amounts due from contracting
providers for which the Company has established specific payment terms for
receivable amounts which were previously past due or for which payment, due to
contract terms, is expected to exceed one year. Management expects to receive
payment on long-term receivables as contract terms are met, none of which are
expected to exceed two years. An allowance for doubtful accounts has been
established to state long-term receivables at their estimated net realizable
value.

6.  FURNITURE AND OFFICE EQUIPMENT

Furniture and office equipment consist of the following at April 30:


<TABLE>
<CAPTION>
                                      2000             1999
                                  -----------      -----------
<S>                               <C>              <C>
Furniture and equipment......     $ 3,389,337      $ 2,880,510
Leasehold improvements ......         551,307        1,056,145
                                  -----------      -----------
                                  $ 3,940,644      $ 3,936,655
Accumulated depreciation ....      (1,769,815)      (1,522,730)
                                  -----------      -----------
                                  $ 2,170,829      $ 2,413,925
                                  ===========      ===========
</TABLE>



Furniture and office equipment are stated at cost and are depreciated over their
estimated useful lives using the straight-line method over terms of three to
five years. Depreciation expense from continuing operations was approximately
$898,000, $750,000 and $710,000 for the year ended April 30, 2000, 1999, and
1998, respectively.

7.  OTHER ASSETS

Other assets consist of the following at April 30:


<TABLE>
<CAPTION>
                                                                  2000             1999
                                                              -----------      -----------
<S>                                                           <C>              <C>
Proprietary information and covenants not to compete ....     $   862,503      $   862,503
Intangible assets .......................................          45,403             --
Other ...................................................         316,442          234,659
                                                              -----------      -----------
                                                              $ 1,224,348      $ 1,097,162
Accumulated amortization ................................        (914,963)        (550,541)
                                                              -----------      -----------
                                                              $   309,385      $   546,621
                                                              ===========      ===========
</TABLE>


Other assets are amortized using the straight-line method over their estimated
useful lives. The estimated useful life of proprietary information and covenants
not to compete is five to ten years. Amortization expense from continuing
operations was approximately $112,000, $358,000, and $355,000 for the fiscal
years ended April 30, 2000, 1999, and 1998, respectively. In fiscal year 2000,
the Company capitalized approximately $1.6 million in software development costs
related to its wholly owned subsidiary, InfoScriber Corporation, in accordance
with FASB Statement No. 86, Accounting for Software Costs ("FAS 86").



                                      F-12
<PAGE>   48
                                 PMR CORPORATION

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)


8.  BORROWINGS

Line of Credit

The Company has a credit agreement with a bank that permits borrowings for
working capital needs of up to the lesser of 50% of the aggregate amount of
eligible accounts receivable of the Company or $10,000,000. The credit agreement
expires on August 30, 2000, unless renewed, and is secured by substantially all
of the Company's assets. Interest on borrowings is payable monthly at either the
Bank's reference rate or at the Bank's Eurodollar rate plus 2%. There were no
borrowings outstanding at April 30, 2000 and 1999.

Equipment Note Payable

The Company has a promissory note for the purchase of office furniture,
fixtures, and equipment. The note is secured by all assets acquired with
proceeds from the loan. The note matures in November 2002 and requires principal
and interest payments due monthly with interest accruing at 8.36%. The balance
outstanding under this note was approximately $294,000 and $392,000 at April 30,
2000 and 1999, respectively.


9.  STOCK OPTIONS AND WARRANTS

The Company's 1997 Equity Incentive Plan, as amended (the "1997 Plan") provides
for the granting of options to purchase up to 3,000,000 share of common stock to
eligible employees. Under the 1997 Plan, options may be granted for terms of up
to ten years and are generally exercisable in cumulative annual increments of 20
percent each year, commencing one year after the date of grant. The 1997 Plan
also provides for the full vesting of all outstanding options under certain
change of control events. Option prices must equal or exceed the fair market
value of the common shares on the date of grant. The termination date of the
1997 Plan is October 6, 2008.

The Company has a non-qualified stock option plan for its outside directors (the
"1992 Plan"). The 1992 Plan provides for the Company to grant each outside
director options to purchase 15,000 shares of the Company's common stock
annually at the fair market value at the date of grant. Options for a maximum of
525,000 shares may be granted under this plan. The options vest 30% immediately
and in ratable annual increments over the three-year period following the date
of grant. In 1997, the board of directors amended the 1992 Plan to provide for
full vesting of all outstanding options under certain change of control events.

During fiscal year 2000, the Company recognized $142,500 in compensation expense
related to stock options issued to certain officers with exercise prices below
fair market value.

Warrants

In September 1995, the Company granted rights to earn up to 50,000 warrants to a
case management agency in connection with a Management and Affiliation
Agreement. The warrants may be earned in each of the five years beginning May
1997 only if certain financial performance criteria are met. The exercise price
is equal to the average closing price of the Company's common stock for the ten
day period prior to April 30 for the year in which the warrants are earned. As
of April 30, 2000, no warrants were earned under the agreement. Rights to earn
30,000 of the warrants were expired at April 30, 2000.

In November 1996, the Company granted warrants to purchase a total of 30,000
shares of common stock to the case management agency discussed above. The
warrants are exercisable in increments of 5,000 shares per year for six years
beginning May 1997. The exercise price is equal to the average closing price of
the Company's common stock for the ten day period prior to April 30 for the
covered year. As of April 30, 2000, warrants to purchase 15,000 shares of the
Company's stock were outstanding at prices ranging from $4.69 to $19.19. The
warrants expire in September 2002.



                                      F-13
<PAGE>   49
                                 PMR CORPORATION

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)



9.  STOCK OPTIONS AND WARRANTS (CONTINUED)

In 1996 and 1997, warrants to purchase 53,000 shares of the Company's common
stock were issued to brokers in connection with certain financing transactions.
The exercise price of the warrants was $2.50. The warrants expired in October
1999 before any were exercised.

In March 2000, warrants to purchase 1,000 shares of the Company's common stock
were issued to an outside party at an exercise price of $4.50. The warrants are
exercisable immediately and expire in March 2005. None of the warrants were
exercised at April 30, 2000.

In March 2000, the Company granted rights to an outside party to earn up to
10,000 warrants to purchase the Company's common stock. The exercise price of
the warrants is $4.938. The warrants are earned only if certain criteria are met
by the outside party. Upon being earned, the warrants are exercisable at a rate
of 33.3% on the first day of the calendar quarter following each of the first,
second and third anniversary of their respective effective dates. The warrants
expire the earlier of five years from the date of grant or on the date the
Membership Agreement with the outside party is terminated. None of the warrants
were earned or exercised at April 30, 2000.

In April 2000, the Company granted rights to an outside party to earn up to
60,000 warrants to purchase the Company's common stock. The exercise price of
the warrants is $3.50. The warrants are earned only as certain criteria are met
by the outside party. Upon being earned, the warrants are exercisable at a rate
of 33.3% on the first day of the calendar quarter following each of the first,
second and third anniversary of their respective effective dates. The warrants
expire the earlier of five years from the date of grant or on the date the
Membership Agreement with the outside party is terminated. None of the warrants
were earned or exercised at April 30, 2000.



                                      F-14
<PAGE>   50
                                 PMR CORPORATION

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)



9.  STOCK OPTIONS AND WARRANTS (CONTINUED)

A summary of the Company's stock option and warrant activity and related
information is as follows:


<TABLE>
<CAPTION>
                                                 WEIGHTED-AVERAGE
                                       SHARES     EXERCISE PRICE
                                     ---------   ----------------
<S>                                  <C>         <C>
Outstanding April 30, 1997 ....      1,785,606      $14.72
  Granted .....................        105,000       19.78
  Exercised ...................       (226,143)       4.42
  Forfeited ...................        (60,855)      13.00
                                     ---------
Outstanding April 30, 1998 ....      1,603,608       10.86
  Granted .....................      2,091,582        7.25
  Exercised ...................        (37,230)       4.13
  Forfeited ...................       (980,550)      14.90
                                     ---------
Outstanding April 30, 1999 ....      2,677,410        6.68
  Granted .....................      1,063,000        2.51
  Exercised ...................       (844,139)       2.38
  Forfeited ...................       (912,476)       6.27
                                     ---------
Outstanding April 30, 2000 ....      1,983,795        6.38
                                     =========
</TABLE>

At April 30, 2000, options and warrants to purchase 909,689 and 16,000 shares of
common stock, respectively, were exercisable. Shares available for future grant
under the 1997 and 1992 Plans totaled 707,625 at April 30, 2000. The weighted
average fair value of options and warrants granted was $1.70, $2.84, and $12.37
for the fiscal years ended April 30, 2000, 1999, and 1998, respectively.

A summary of options and warrants outstanding and exercisable at April 30, 2000
follows:


<TABLE>
<CAPTION>
                                                           WEIGHTED-
         OPTIONS                              WEIGHTED-     AVERAGE             OPTIONS         WEIGHTED-
           AND                                 AVERAGE     REMAINING              AND            AVERAGE
         WARRANTS      EXERCISE PRICE         EXERCISE    CONTRACTUAL           WARRANTS         EXERCISE
       OUTSTANDING         RANGE                PRICE        LIFE              EXERCISABLE        PRICE
       -----------    -----------------       ---------   -----------          -----------      ---------
<S>                   <C>                     <C>         <C>                  <C>              <C>
           45,000      $2.06 - $2.75            $2.14         8.9                  5,000          $2.75
          661,997       3.19 -  4.75             3.92         7.9                276,714           4.53
          879,231       4.94 -  7.13             6.82         6.7                330,731           6.67
          364,893       7.81 - 11.38             8.99         5.0                289,618           9.03
           32,674      15.46 - 23.38            21.24         5.4                 23,626          20.58
        ---------                                                              --------
        1,983,795      $2.06 - $23.38            6.38         6.8                925,689           7.10
        =========                                                              =========
</TABLE>



Adjusted pro forma information regarding net income and net income per share is
required by SFAS 123, and has been determined as if the Company had accounted
for its employee stock options and stock purchase plan under the fair value
method of SFAS 123. The fair value for these options was estimated at the date
of grant using the "Black-Scholes" method for option pricing with the following
weighted-average assumptions for fiscal 2000, 1999 and 1998:



                                      F-15
<PAGE>   51
                                 PMR CORPORATION

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)



9.  STOCK OPTIONS AND WARRANTS (CONTINUED)

<TABLE>
<CAPTION>
                                   2000         1999         1998
                                 -------      -------      -------
<S>                              <C>           <C>          <C>
Expected life (years) ......        5.0.          5.0          5.0
Risk-free interest rate ....       6.12%         4.71%        6.34%
Annual dividend yield ......        --           --           --
Volatility .................        70%          69%          69%
</TABLE>


For purposes of pro forma disclosures, the estimated fair value of the options
granted is amortized to expense over the options' vesting period. The Company's
pro forma information for the years ended April 30, 2000, 1999 and 1998,
follows:


<TABLE>
<CAPTION>
                                                                2000                   1999                   1998
                                                           --------------         --------------         --------------
<S>                                                        <C>                    <C>                    <C>
Pro forma net income (loss) .......................        $  (11,712,350)        $   (2,747,903)        $      354,843
Pro forma net income (loss) per share, basic ......                 (1.77)                 (0.40)                  0.06
Pro forma net income (loss) per share, diluted ....                 (1.77)                 (0.40)                  0.05
</TABLE>


10.  NOTES RECEIVABLE FROM EMPLOYEES AND OFFICERS

In January 2000, the Company loaned approximately $1.3 million to certain
employees and officers of the Company for the purchase of stock pursuant to the
exercise of stock options. The notes receivable are recorded as a separate
component of stockholders' equity in the accompanying balance sheet and totaled
$332,000 at April 30, 2000. The notes for purchase of stock are with recourse in
addition to being secured by stock under the respective pledge agreements.

The Company also made available loans of approximately $451,000 to certain
officers for related tax liabilities. The notes receivable are included in
long-term accounts and notes receivable in the accompanying balance sheet and
totaled approximately $352,000 at April 30, 2000. The notes for related tax
liabilities are without recourse. The notes are secured by stock under their
respective pledge agreements.

11.  INCOME TAXES

Income tax expense (benefit) consists of the following:

<TABLE>
<CAPTION>
                                              2000                1999                1998
                                          -----------         -----------         -----------
<S>                                       <C>                 <C>                 <C>
Federal:
  Current .............................   $(1,000,000)        $  (524,000)        $ 1,583,000
  Deferred ............................     4,653,000             231,000            (612,000)
                                          -----------         -----------         -----------
                                            3,653,000            (293,000)            971,000
                                          -----------         -----------         -----------
State:
  Current .............................          --              (146,000)            443,000
  Deferred ............................     1,229,000             128,000            (170,000)
                                          -----------         -----------         -----------
                                            1,229,000             (18,000)            273,000
                                          -----------         -----------         -----------
                                            4,882,000            (311,000)          1,244,000
                                          ===========         ===========         ===========
</TABLE>



                                      F-16
<PAGE>   52
                                 PMR CORPORATION

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)



11.  INCOME TAXES (CONTINUED)

The fiscal year 1999 income tax benefit is composed of approximately $379,000 of
income tax expense related to continuing operations, a $279,000 income tax
benefit related to discontinued operations (see Note 2), and a $411,000 income
tax benefit related to the cumulative effect of a change in accounting principle
(see Note 1). The loss from discontinued operations and the cumulative effect of
a change in accounting principle are reported net of taxes in the consolidated
statements of operations.

At April 30, 2000, the Company had federal and state tax net operating loss
carryforwards of approximately $14,624,000 and $6,482,000, respectively. The
federal and state tax loss carryforwards will begin to expire in 2019 and 2014,
respectively, unless previously utilized.

Deferred income taxes reflect the net tax effects of temporary differences
between the carrying amounts of assets and liabilities for financial reporting
purposes and the amounts used for income tax purposes. A valuation allowance has
been recognized in fiscal year 2000 as realization of such assets is uncertain
due primarily to changes in the Company's core business and associated business
risks, including an unproven history of earnings in the new business segment.

Significant components of the Company's deferred tax assets and liabilities at
April 30 are as follows:


<TABLE>
<CAPTION>
                                                                 2000                 1999
                                                             ------------         ------------
<S>                                                          <C>                  <C>
Deferred tax assets:
  Allowance for bad debts ...........................        $  2,825,000         $  4,518,000
  Contract settlement reserve .......................           2,392,000            2,719,000
  Other .............................................              61,000              907,000
  Depreciation and amortization .....................             482,000              725,000
  Net operating loss carryforwards ..................           5,491,000              494,000
  Accrued compensation and employee benefits ........             188,000              362,000
  Special charge ....................................             153,000              320,000
                                                             ------------         ------------
Total deferred tax assets ...........................          11,592,000           10,045,000
                                                             ------------         ------------

Deferred tax liabilities:
  Right to bill .....................................           1,036,000            3,059,000
  Non-accrual experience method .....................           1,328,000            1,127,000
                                                             ------------         ------------
Total deferred tax liabilities ......................           2,364,000            4,186,000
                                                             ------------         ------------

Net deferred tax asset before valuation allowance ...           9,228,000            5,859,000
Valuation allowance for deferred tax assets .........          (9,228,000)                --

                                                             ------------         ------------
Net deferred tax asset ..............................        $       --           $  5,859,000
                                                             ============         ============
</TABLE>



                                      F-17
<PAGE>   53
                                 PMR CORPORATION

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)



11.  INCOME TAXES (CONTINUED)

A reconciliation between the federal income tax rate and the effective income
tax rate is as follows:

<TABLE>
<CAPTION>
                                                            YEAR ENDED APRIL 30,
                                                         2000       1999       1998
                                                         ----       ----       ----
<S>                                                      <C>        <C>        <C>
Statutory federal income tax rate .................       -35%        35%        35%
State income taxes, net of federal tax benefit ....        -6%         6%         6%
Net effect of valuation of deferred tax assets.....       121%        --         --
                                                         ----       ----       ----
                                                           80%        41%        41%
                                                         ====       ====       ====
</TABLE>



12.  CUSTOMERS

Approximately 26% of the Company's consolidated revenues from continuing
operations for the year ended April 30, 2000 were derived from contracts with
outpatient psychiatric care providers that were not terminated during fiscal
year 2000. Approximately 40% of consolidated revenues from continuing operations
were from outpatient programs terminated during fiscal year 2000. Case
management contracts, both of which continue to be operational, accounted for
the remaining 34% of fiscal year 2000 consolidated revenues from continuing
operations. Individual providers responsible for ten percent or more of the
Company's consolidated revenues from continuing operations totaled 32%, 12%, and
22% of revenues for the fiscal years ended April 20, 2000, 1999, and 1998,
respectively.

13.  EMPLOYEE BENEFITS

The Company maintains a tax deferred retirement plan under Section 401(k) of the
Internal Revenue Code for the benefit of all employees meeting minimum
eligibility requirements. Under the plan, each employee may defer up to 15% of
pre-tax earnings, subject to certain limitations. The Company will match 50% of
an employee's deferral to a maximum of 3% of the employee's gross salary. The
Company's matching contributions vest over a five-year period. For the years
ended April 30, 2000, 1999, and 1998, the Company contributed approximately
$236,000, $272,000, and $265,000, respectively, to match employee deferrals.

14.  COMMITMENTS AND CONTINGENCIES

Leases

The Company currently leases its corporate headquarters and other office space
for certain field employees under both cancelable and non-cancelable leasing
arrangements. Certain non-cancelable lease agreements call for annual rental
increases based on the consumer price index or as otherwise provided in the
lease. The Company also leases certain equipment under operating lease
agreements. At April 30, 2000, future minimum lease payments for all operating
leases with initial terms of one year or more are approximately $496,000,
$334,000, and $17,000 for the fiscal years ended April 2001, 2002, and 2003 and
thereafter, respectively.

Rent expense from continuing operations totaled approximately $1,445,000,
$2,519,000, and $3,140,000 for the years ended April 30, 2000, 1999, and 1998,
respectively.

Litigation

The Company is a party to various legal proceedings arising in the normal course
of business. In management's opinion, the outcome of these proceedings is not
expected to have a material adverse effect on the Company's consolidated
financial position, results of operations, or cash flows.



                                      F-18
<PAGE>   54
                                 PMR CORPORATION

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)



15.  SPECIAL CHARGE (CREDIT)

A summary of the special charge for the year ended April 30, 2000 is as follows:


<TABLE>
<S>                                             <C>
Severance ..............................        $  800,349
Lease costs ............................           371,166
Write-off of property and equipment ....           177,826
Other costs ............................            83,482
                                                ----------
Total special charge ...................        $1,432,823
                                                ==========
</TABLE>


The special charge in fiscal year 2000 resulted primarily from management's
decision to close 26 programs and reduce administrative overhead during the
year. The components of the exit costs resulting from closing program locations
and reducing administrative overhead consist of severance for terminated
employees, costs for non-cancelable facility lease commitments, write-offs of
office furniture and equipment, and other miscellaneous charges.

A summary of the special charge (credit) for the year ended April 30, 1999 is as
follows:


<TABLE>
<S>                                             <C>
CMI settlement:
  Return of common stock ...............        $(418,750)
  Cash settlement ......................         (150,000)
  Release of liabilities and other .....         (109,542)
                                                ---------
                                                 (678,292)
Write-off of goodwill ..................          311,884
Write-off of property and equipment ....          104,000
                                                ---------
Total special charge (credit) ..........        $(262,408)
                                                =========
</TABLE>


The special charge (credit) in fiscal year 1999 relates primarily to a favorable
settlement of disputes and the restructuring of the relationship with Case
Management Inc., ("CMI"). The Company originally incurred a special charge
relating to the closing of several programs identified in the year ended April
30,1998, which included a special charge relating to CMI. During fiscal year
1999, the Company resolved its dispute with CMI. The ultimate outcome of the
dispute involved the return of common stock that was previously issued to CMI as
part of the consideration for a restrictive covenant, a cash settlement, and the
release of claims against the Company for certain liabilities. The favorable
outcome with CMI resulted in a net credit of $678,292.

Additional components of the special charge (credit) include a charge of
$311,884 to write down certain goodwill and a charge of $104,000 to establish a
reserve for the write-off of certain property and equipment. The charges relate
to goodwill at the Company's chemical dependency program and property and
equipment at the Company's chemical dependency program and several additional
sites.



                                      F-19
<PAGE>   55
                                 PMR CORPORATION

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)



15.  SPECIAL CHARGE (CREDIT) (CONTINUED)

A summary of the special charge for the fiscal year ended April 30, 1998 is as
follows:


<TABLE>
<S>                                                <C>
Site closures costs:
  Estimated costs to resolve claims and
    related legal cost incurred ...........        $  720,693
  Equipment and intangibles ...............           250,651
  Non-cancelable lease costs ..............           167,462
  Severance ...............................            97,886
  Other costs .............................           166,204
                                                   ----------
                                                    1,402,896
Loss contract charge ......................           619,993
                                                   ----------
Total special charge (credit) .............        $2,022,889
                                                   ==========
</TABLE>


The special charge in 1998 resulted primarily from management's decision to
close ten program locations resulting in costs related to the resolution of
claims associated with locations in the Company's Mid-America Region that were
scheduled for closure, charges to write-off certain furniture, office equipment,
and intangible assets, costs to be incurred in connection with non-cancelable
facility lease commitments, severance for terminated employees, and other
miscellaneous costs.

Components of the accrued special charge at April 30, 2000 are as follows:

<TABLE>
<S>                                                 <C>
Non-cancelable lease costs .................        $192,000
Severance ..................................         133,000
Other costs ................................          51,000
                                                    --------
Accrued special charges, April 30, 2000 ....        $376,000
                                                    ========
</TABLE>

Components of the accrued special charges at April 30, 1999 are as follows:



<TABLE>
<S>                                                 <C>
Estimated costs to resolve claims and
  related legal cost incurred ..............        $350,000
Loss contract charge .......................         213,000
Non-cancelable lease costs .................         119,000
Impaired long-term assets ..................         104,000
                                                    --------
Accrued special charges, April 30, 1999 ....        $786,000
                                                    ========
</TABLE>




                                      F-20
<PAGE>   56
                                 PMR CORPORATION

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)




15.  SPECIAL CHARGE (CREDIT) (CONTINUED)

Accruals for special charges are included in the accompanying balance sheets as
a component of accrued expenses.

An analysis of the accrual activity during fiscal year 2000 is as follows:

<TABLE>
<S>                                                  <C>              <C>
Accrued special charges, April 30, 1999 ....                          $ 786,000
  Costs to resolve claims ..................         (400,000)
  Impaired long-term assets ................         (104,000)
  Lease costs, net .........................          (90,000)
  Severance, net ...........................          133,000
  Other, net ...............................           51,000          (410,000)
                                                                      ---------
Accrued special charges, April 30, 2000 ....                          $ 376,000
                                                                      =========
</TABLE>



An analysis of the accrual activity during fiscal year 1999 is as follows:

<TABLE>
<S>                                                                <C>                 <C>          <C>
Accrued special charges, April 30, 1998 ................                                            $ 1,670,000
  Site closure costs:
    Costs to resolve claims and related legal costs ....           (225,000)
    Equipment and intangibles ..........................           (251,000)
    Lease costs, net ...................................            (48,000)
    Severance, net .....................................            (57,000)           (581,000)
  Loss contract charge .................................                               (407,000)
  Impairment of long-term assets .......................                                 104,000       (884,000)
                                                                                                    -----------
Accrued special charges, April 30, 1999 ................                                            $   786,000
                                                                                                    ===========
</TABLE>


16.  SUBSEQUENT EVENTS

In May, June, and July 2000, the Company closed ten outpatient psychiatric
program locations. Plans have been implemented to close one additional site in
August 2000. In accordance with the guidelines under EITF 94-3, Liability
Recognition for Certain Employee Termination Benefits and Other Costs to Exit an
Activity, the Company intends to incur additional charges related to these
programs in the first quarter of fiscal year 2001, primarily for severance and
lease termination costs.

17.  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 three reportable segments: Outpatient Programs, Case Management Programs, and
Health Information. The Company's reportable segments are strategic business
units that offer different services to a variety of inpatient and outpatient
recipients and a variety of health care organizations. Accounting policies of
segments are the same as those described in Note 1. There are no intersegment
revenues. All revenues are derived from services performed in the United States.



                                      F-21
<PAGE>   57
                                 PMR CORPORATION

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)



17.  DISCLOSURES ABOUT REPORTABLE SEGMENTS (CONTINUED)

Activities classified as Other in the following schedule relate primarily to
unallocated home office items. Assets for Outpatient Programs and Case
Management Programs consist primarily of cash, accounts receivable, furniture
and office equipment, and intangible assets. Assets for the Health Information
segment consist primarily of capitalized software development costs at the
InfoScriber subsidiary. The Company evaluates the performance of each reportable
segment based on income (loss) from operations before income taxes and before
the cumulative effect of a change in accounting principle.

Revenues from one provider, which are included in the Case Management Programs
segment, are greater than 10% of consolidated revenues for the year ended April
30, 2000 (see Note 12) and totaled approximately $13.7 million, $10.5 million,
and $15.1 million for the years ended April 30, 2000, 1999, and 1998,
respectively.



                                      F-22
<PAGE>   58
                                 PMR CORPORATION

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)



17.  DISCLOSURES ABOUT REPORTABLE SEGMENTS (CONTINUED)

A summary of reportable segments is shown below. The summary excludes the
previously disclosed Pharmaceuticals segment due to the discontinued operation
of Stadt Solutions (see Note 2).

<TABLE>
<CAPTION>
                                                                        CASE         HEALTH
                                                    OUTPATIENT       MANAGEMENT   INFORMATION
                                                     PROGRAMS         PROGRAMS      BUSINESS            OTHER            TOTAL
                                                   ------------------------------------------------------------------------------
<S>                                                <C>             <C>            <C>               <C>              <C>
2000
  Revenues .....................................   $ 26,861,993    $ 14,298,819    $       --       $  1,349,367     $ 42,510,179
  Operating profit (loss) ......................      7,412,352       1,693,444      (1,296,519)      (8,487,664)        (678,387)
  Depreciation and amortization ................        232,162         266,109           7,617          504,527        1,010,415
  Special charge ...............................      1,432,823            --              --               --          1,432,823
  Net interest income ..........................           --              --              --          1,465,069        1,465,069
  Income (loss) from continuing operations
    before income taxes and cumulative change ..      5,672,808         748,586      (1,304,136)     (11,902,661)      (6,785,403)
  Total assets .................................      4,788,180       2,601,569       1,691,066       31,654,747       40,735,562
---------------------------------------------------------------------------------------------------------------------------------

1999
  Revenues .....................................     43,662,377      10,534,204            --          1,625,987       55,822,568
  Operating profit (loss) ......................     14,603,771       1,268,794            --         (9,670,294)       6,202,271
  Depreciation and amortization ................        283,438         199,827            --            624,465        1,107,730
  Special credit ...............................       (262,408)           --              --               --           (262,408)
  Net interest income ..........................           --              --              --          1,609,021        1,609,021
  Income (loss) from continuing operations
    before income taxes and cumulative change ..     11,861,117         488,685            --        (11,424,034)         925,768
  Total assets .................................     17,254,231       2,892,800            --         46,905,454       67,052,485
---------------------------------------------------------------------------------------------------------------------------------

1998
  Revenues .....................................     49,449,846      15,133,568            --          2,940,536       67,523,950
  Operating profit .............................     19,506,154       1,251,869            --        (10,675,933)      10,082,090
  Depreciation and amortization ................        502,277         143,976            --            418,620        1,064,873
  Special charge ...............................      2,022,889            --              --               --          2,022,889
  Net interest income ..........................           --              --              --          1,186,637        1,186,637
  Income (loss) from continuing operations
    before income taxes and cumulative change ..     13,318,473         267,633            --        (10,553,721)       3,032,385
  Total assets .................................     19,710,939       2,634,273            --         48,103,842       70,449,054
---------------------------------------------------------------------------------------------------------------------------------
</TABLE>



                                      F-23
<PAGE>   59
                                   SCHEDULE II

                                 PMR CORPORATION


                        VALUATION AND QUALIFYING ACCOUNTS

<TABLE>
<CAPTION>
------------------------------------------------------------------------------------------------------------
             COL. A                      COL. B              COL. C             COL. D              COL. E
------------------------------------------------------------------------------------------------------------
                                                           ADDITIONS
                                       BALANCE AT          CHARGED TO                             BALANCE AT
                                      BEGINNING OF         COSTS AND          DEDUCTIONS -          END OF
        DESCRIPTION                      PERIOD            EXPENSES             DESCRIBE            PERIOD
------------------------------------------------------------------------------------------------------------
<S>                                   <C>                 <C>                 <C>                <C>
Year ended April 30, 2000
Allowance for doubtful accounts        $10,781,138        $ 5,128,847         $8,767,323(1)      $ 7,142,662
Contract settlement reserve              6,672,727          1,945,806          3,305,478(2)        5,313,055

Year ended April 30, 1999(4)
Allowance for doubtful accounts          9,081,610          4,427,962          2,728,434(3)       10,781,138
Contract settlement reserve              7,479,993          1,983,123          2,790,389(2)        6,672,727

Year ended April 30, 1998
Allowance for doubtful accounts          5,081,177          5,148,580          1,148,147(3)        9,081,610
Contract settlement reserve              8,791,928          2,349,382          3,661,317(2)        7,479,993
</TABLE>


(1)     Uncollectible accounts written off, net of recoveries and
        reclassification of allowance from contract settlement reserve.

(2)     Contract settlement reserve written-off and reclassified to allowance
        for doubtful accounts.

(3)     Uncollectible accounts written off, net of recoveries.

(4)     Restated to remove activity of discontinued operations.



                                       S-1