-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, L8WdRYx4fld1XP/dQSmVS5rhJPrSgppmNpLc+BL9p1ZGLnjXAQi8H5Gtx+xw83E+ P/nmFtFPjdxtm0cJezN7zg== 0000915127-04-000021.txt : 20040211 0000915127-04-000021.hdr.sgml : 20040211 20040211160223 ACCESSION NUMBER: 0000915127-04-000021 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20040211 ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20040211 FILER: COMPANY DATA: COMPANY CONFORMED NAME: PHC INC /MA/ CENTRAL INDEX KEY: 0000915127 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-HOME HEALTH CARE SERVICES [8082] IRS NUMBER: 042601571 STATE OF INCORPORATION: MA FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-22916 FILM NUMBER: 04586404 BUSINESS ADDRESS: STREET 1: 200 LAKE ST STE 102 CITY: PEABODY STATE: MA ZIP: 01960 BUSINESS PHONE: 9785362777 MAIL ADDRESS: STREET 1: 200 LAKE ST STREET 2: STE 102 CITY: PEABODY STATE: MA ZIP: 01960 8-K 1 k8_021104.txt SECOND QUARTER FISCAL 2004 FINANCIALS SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 11, 2004 PHC, Inc. (Exact Name of Registrant as Specified in its Charter) Massachusetts (State of Incorporation or Organization) 0-22916 04-2601571 (Commission File Number) (I.R.S. Employer Identification No.) 200 Lake Street, Suite 102, Peabody, Massachusetts 01960 (Address of Principal Executive Offices) (Zip Code) Registrant's telephone number, including area code: (978) 536-2777 -- 1 -- Item 12. Results of Operations and Financial Condition The registrant is providing the following information pursuant to Item 12. The information being provided consists of the attached news release relating to the registrants results of operations and financial condition for the quarter and six-month period ended December 31, 2003. -- 2 -- SIGNATURE Pursuant to the requirements of the securities exchange act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. PHC, INC. Date: February 11, 2004 By: /s/ Bruce A. Shear ________________________ Bruce A. Shear President -- 3 -- EX-99 2 exhibit_99.txt PRESS RELEASE Exhibit 99 PHC, INC. ANNOUNCES FINANCIAL RESULTS FOR SECOND QUARTER OF FISCAL 2004 - 2nd quarter revenues increase 14% vs. year ago period - FOR IMMEDIATE RELEASE Company Contact: Investor Relations Contact: __________________ _________________________________ PHC, Inc. Hayden Communications, Inc. Bruce A. Shear Matthew Hayden 978-536-2777 843-272-4653 >> 12th consecutive quarter of profitability >> Acquisition of Pivotal Research Centers, LLC expected to close in 3rd quarter >> Signed a cooperative lease agreement with the Detroit Medical Center (DMC), which could double the number of beds PIHC operates to 244 Peabody, MA, February 12, 2004 -- PHC, Inc., d.b.a. Pioneer Behavioral Health (OTC Bulletin Board: PIHC), a leading provider of inpatient and outpatient behavioral health services, today announced financial results for the second quarter and six-month period ended December 31, 2003. Revenues for the second quarter increased 14 percent to $6.5 million from the $5.7 million reported in the fiscal second quarter of 2003. Revenue from the Company's Wellplace division increased 193 percent from $252,312 to $740,014 for the second quarter of last year. Net income applicable to common shareholders for the three months was $2,659, or $0.00 per diluted share, compared to $113,375, or $0.01 per diluted share for the second quarter of fiscal 2003. This was the Company's 12th consecutive quarter of profitability. During the second quarter the company spent $139,000 on expensed legal fees as it worked to find an amicable resolution to the medical malpractice lawsuit brought against North Point Mental Health and a clinician for conduct engaged in by the clinician prior to PHC's acquisition of North Point. Exclusive of the legal fees, net income for the quarter would have been approximately $142,000, representing a 25 percent increase from the year ago period. Revenues for the six-month period ended December 31, 2003 increased 8 percent to $12.6 million from $11.6 million for the comparable six-month period in fiscal 2003. Net income applicable to common shareholders for the six months was $55,808, or $0.00 per diluted share, compared to $667,145 or $0.05 per diluted share in the comparable period last year. Bruce A. Shear, chairman and chief executive officer, commented, "The second quarter was productive for PHC and helped lay the groundwork for solid results for the balance of the year and fiscal 2005. We announced the acquisition of Pivotal Research Centers, a Clinical Research Company, which is expected to close by March. We look forward to exploiting the synergies between Pivotal and the rest of our organization, which will further enhance the breadth of Pharmaceutical Research Services PIHC offers to its customer base. Pivotal reported $4 million in revenues last year with net profit margins in excess of 20 percent and this acquisition is expected to contribute to PHC's profitability during the 4th Quarter." -- 4 -- Mr. Shear continued, "In January we also announced a cooperative lease agreement with the Detroit Medical Center (DMC). This significant opportunity could enable us to nearly double the number of beds we operate in the markets we currently serve from 130 to roughly 244, with capital expenditures of less than $500,000. The initial 30-bed unit is targeted to be opened in the 4th Quarter and the second 30-bed unit is targeted for the end of the 4th Quarter with the final 54 beds scheduled for late in calendar 2004 pending regulatory approval. When all units are fully operational, the annualized incremental revenue contribution is expected to approach $14,000,000." Mr. Shear continued, "I'm also particularly pleased with the continued growth of our Wellplace division, formerly known as Pioneer Development and Support Services. Wellplace revenues increased 193% to nearly $750,000 in the second quarter of 2003. The Kansas smoking cessation project and the Wayne County call center contract, which began in March 2003, continue to contribute to the divisions' growth." Mr. Shear concluded, "Revenues for the second quarter reached record levels, and without the higher than normal legal fees we would have reported a notable increase in net income. We reduced our long-term debt by approximately $380,000, further improving our balance sheet and setting the stage for profitable growth. I am pleased with the operating performance for the quarter and look forward to continued improvements throughout the remainder of fiscal 2004." About Pioneer Behavioral Health Pioneer Behavioral Health's core business provides inpatient and outpatient behavioral healthcare services. The company contracts with national insurance companies, major transportation and gaming companies to provide behavioral health services. Pioneer also owns and operates Wellplace.com, a leading Internet-based provider of behavioral health services to consumers and professionals. For more information, please visit our web site at www.phc-inc.com or www.haydenir.com. This press release may include forward-looking statements that are subject to risks and uncertainties. Forward-looking statements include information about possible or assumed future results of the operations or the performance of the company and its future plans and objectives. Various future events or factors may cause the actual results to vary materially from those expressed in any forward-looking statements made in this press release (or during this conference call). These factors and risks are discussed in the company's annual report on Form 10-KSB for the years ended June 30, 2002 and 2003, copies of which were filed with the Securities and Exchange Commission, and in our quarterly reports on Form 10-Q filed with the Securities and Exchange Commission since October 2003. -- 5 -- PHC, INC. CONSOLIDATED CONDENSED STATEMENTS OF INCOME Three Months Ended Six Months Ended December 31, December 31, 2003 2002 2003 2002 _________ _________ __________ __________ Total revenues 6,488,828 5,676,170 12,591,995 11,647,557 _________ _________ __________ __________ Income from operations 77,821 239,100 257,367 909,076 _________ _________ __________ __________ Net income 2,659 113,375 55,808 667,145 Income applicable to common shareholders $2,659 $113,375 $55,808 $667,145 ========== =========== =========== =========== Basic income per common share $0.00 $0.01 $0.00 $0.05 Fully diluted income per common share $0.00 $0.01 $0.00 $0.05 Basic shares outstanding 14,043,665 14,064,801 14,038,877 13,896,229 Diluted shares outstanding 14,921,550 14,667,728 14,804,158 14,517,434 BALANCE SHEET HIGHLIGHTS December 31 June 30 2003 2003 __________ ___________ Cash $ 130,560 $ 494,991 Total current assets 6,262,644 6,145,489 Property and equipment, net 1,311,159 1,295,113 Total assets $9,459,832 $9,411,723 ____________ ____________ Total current liabilities 5,681,284 5,409,312 ____________ ____________ Total Long-term debt 1,608,610 2,030,285 Total liabilities 7,317,066 7,476,466 ____________ ____________ Total stockholders' equity 2,142,766 1,935,257 ____________ ____________ Total liabilities and stockholders' equity $9,459,832 $9,411,723 ============ ============ -- 6 -- -----END PRIVACY-ENHANCED MESSAGE-----