-----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, HLMzrNjv9B1cpLTdvbeSYnlDQsxNrb23HQvQ6svtIP0UysBvriMo3MjiXbIHWJaz cpJivs/pN1Fv5jD4CaGFnQ== 0000915127-09-000050.txt : 20091110 0000915127-09-000050.hdr.sgml : 20091110 20091110170151 ACCESSION NUMBER: 0000915127-09-000050 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20091110 ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20091110 DATE AS OF CHANGE: 20091110 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: 001-33323 FILM NUMBER: 091172702 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_111009.htm RESUTLS OF OPERATIONS k8_111009.htm


UNITED STATES
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): November 10, 2009
 
PHC, Inc.
(Exact Name of Registrant as Specified in its Charter)
 
Massachusetts
(State of Incorporation or Organization)
 
1-33323
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
 
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
 
 
 Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
  
 Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
 Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act
    (17 CFR 240.14d-2(b))
 
 Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act
    (17 CFR 240.13e-4c))
 

 
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Item 2.02 Results of Operations and Financial Condition
 
The registrant is providing the following information pursuant to Item 2.02. The information being provided consists of the attached press release, dated November 11, 2009, relating to the registrant’s results of operations and financial condition for the fiscal quarter ended September 30, 2009.  The text of the press release is included as Exhibit 99.1 to this report.
 
The information furnished pursuant to this Current Report on Form 8-K (including the exhibits hereto) shall not be considered "filed" under the Securities Exchange Act of 1934, as amended, nor shall it be incorporated by reference into any of the registrant’s filings under the Securities Act of 1933, as amended, or under the Securities Exchange Act of 1934, as amended, unless the Registrant expressly states in such filing that such information is to be considered "filed" or incorporated by reference therein.
 
Item 9.01 Financial Statements and Exhibits.
 
 
(d) The following exhibit is being furnished herewith:
 
Exhibit No.
Exhibit Description
 
99.1
Press release text of PHC, Inc. dated November 11, 2009.
 

 
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:  November 10, 2009
By:   /s/  Bruce A. Shear__________
 
   
                Bruce A. Shear, President
 
   
                and Chief Executive Officer
 

 
 
 
 
 
 
 
 
3
 
 
 
EX-99.1 2 exh99_1.htm FIRST QUARTER RESULTS FISCAL 2010 exh99_1.htm


Exhibit 99.1
 PHC Announces Fiscal 2010 First Quarter Results
Net Patient Care Revenue Increases 11.4%; Net Income from Continuing Operations Improves $790,000; Company Reports Third Consecutive Quarter of Profitability

PEABODY, Mass.--(BUSINESS WIRE)--PHC, Inc., d/b/a Pioneer Behavioral Health (NYSE Amex: PHC), a leading provider of inpatient and outpatient behavioral health services, reported financial results for the company's 2010 first fiscal quarter ended September 30, 2009. The results exclude the operations of the company`s research division, Pivotal Research Centers, Inc. ("Pivotal"), which was sold during the 2009 third fiscal quarter and was classified as a discontinued operation.

Total net revenue from continuing operations was $12.6 million for the three months ended September 30, 2009 compared to $11.7 million for the three months ended September 30, 2008. Revenue increased due to higher net patient care revenue, which was partially offset by a decline in contract services revenue.

Net patient care revenue increased 11.4% to $11.8 million for the three months ended September 30, 2009 from $10.6 million for the three months ended September 30, 2008 and 8.7% from $10.8 million for the quarter ended June 30, 2009. This increase in revenue is due primarily to the increased census at Seven Hills Hospital in Las Vegas and the increased beds and census at Capstone in Detroit.  These increases were partially offset by the reduction in beds at Harbor Oaks Hospital in Michigan to facilitate the remodeling of the adjudicated unit to accommodate the new chemical dependency unit which opened in September, 2009.   Contract support services revenue provided by Wellplace declined 22.3% to $0.9 million for the three months ended September 30, 2009 compared to $1.1 million in the year earlier period. The decrease is due to the expiration of the company's smoking cessation contract with a government contractor. The Company expects to increase this revenue through new contracts for EAP (Employee Assistance Programs) and new Smoking Cessation Programs.

Income from operations improved $790,717 to $355,898 for the 2010 fiscal first quarter compared to a loss of $434,819 in the same period a year ago. Income before taxes was $357,035 for the period ended September 30, 2009 compared to a pre-tax loss of $(434,338) in the year-earlier period.  Net income applicable to common shareholders was $223,604, or $0.01 per diluted share, compared to a net loss of $332,703 or $0.02 per share in the fiscal 2009 first quarter. The 2010 fiscal first quarter represented the company’s third consecutive quarter of profitability.

As of September 30, 2009, the Company had cash and cash equivalents of $1.7 million. Stockholders’ equity improved from $16.0 million as of June 30, 2009 to $16.4 million as of September 30, 2009.

"We reported another quarter of improved operating results and GAAP profitability as we continue to generate stronger operating results, reflecting increased census at Capstone and Seven Hills, as well as growing utilization across our other facilities," said Bruce A. Shear, Pioneer's president and CEO. "We believe that utilization rates will continue to rise in the coming months, driven by the implementation of the Paul Wellstone and Pete Domenici Mental Health Parity and Addiction Equity Act of 2008, and increased census at Seven Hills. While the new substance abuse unit at our Harbor Oaks Hospital in Michigan impacted our results during the recently completed quarter, it should enhance profitability as it’s occupancy improves comes online. In addition to the prospects we have for organic growth, we believe our solid balance sheet will allow us to pursue accretive acquisitions that would allow the company to accelerate its growth. We expect operating results to continue to improve and are excited about the opportunities for growth in the future.”

The company will hold a conference call at 9:00 a.m. eastern time Wednesday, November 11, 2009 to discuss the results. Interested parties should dial 888-680-0878 (domestically) or 617-213-4855 (internationally) and use conference passcode 11933251. A replay of the call will be available for 30 days and can be accessed by dialing 888-286-8010 (domestically) or 617-801-6888 (internationally) and using passcode 67862224. Preregistration for the call is available by visiting.
https://www.theconferencingservice.com/prereg/key.process?key=PNAHBFEXM

About PHC d/b/a Pioneer Behavioral Health

PHC, Inc., d/b/a Pioneer Behavioral Health, is a national healthcare company providing behavioral health services in five states, including substance abuse treatment facilities in Utah and Virginia, and inpatient and outpatient psychiatric facilities in Michigan, Pennsylvania, and Nevada. The company also offers internet and telephonic-based referral services that includes employee assistance programs and critical incident services. Contracted services with government agencies, national insurance companies, and major transportation and gaming companies cover more than one million individuals. Pioneer helps people gain and maintain physical, spiritual and emotional health through delivering the highest quality, most culturally responsive and compassionate behavioral health care programs and services. For more information, visit www.phc-inc.com.

Statement under the Private Securities Litigation Reform Act of 1995

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. For a discussion of these factors and risks, see the company's annual report on Form 10-K for the most recently ended fiscal year.

 
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PHC, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(unaudited)
   
September 30,
 
June 30,
   
2009
 
2009
ASSETS
       
Current assets:
       
Cash and cash equivalents
$
1,741,696
$
   3,199,344
Accounts receivable, net of allowance for doubtful accounts of $2,616,886 at September 30, 2009 and $2,430,618 at June 30, 2009
 
 
7,511,963
 
 
6,315,693
Other receivables- third party
 
41,300
 
170,633
Prepaid expenses
 
454,013
 
441,945
Prepaid income taxes
 
271,674
 
33,581
Other receivables and advances
 
1,434,488
 
674,357
Deferred income tax asset - current
 
  923,625
 
  923,625
Total current assets
 
12,378,759
 
11,759,178
Restricted Cash
 
512,197
 
512,197
Accounts receivable, non-current
 
8,115
 
35,000
Other receivables
 
29,169
 
55,627
Property and equipment, net
 
4,699,529
 
4,687,110
Deferred income tax asset – non-current
 
1,902,354
 
1,902,354
Deferred financing costs, net of amortization of $473,073 and $436,440 at September 30, 2009 and June 30, 2009
 
 
299,168
 
 
335,801
Goodwill
 
969,098
 
969,098
Other assets
 
 2,383,901
 
   2,435,628
Total assets
$
23,182,290
$
22,691,993
         
LIABILITIES AND STOCKHOLDERS’ EQUITY
       
Current liabilities:
       
Accounts payable
$
1,703,435
$
     1,375,436
Current maturities of long-term debt
 
800,515
 
652,837
Revolving credit note
 
926,124
 
863,404
Current portion of obligations under capital leases
 
106,245
 
103,561
Accrued payroll, payroll taxes and benefits
 
1,297,299
 
1,570,639
Accrued expenses and other liabilities
 
    1,560,545
 
s    1,461,499
Total current liabilities
 
6,394,163
 
6,027,376
Long-term debt, net of current maturities
 
327,351
 
488,426
Obligations under capital leases
 
104,807
 
        132,368
Total liabilities
 
    6,826,321
 
    6,648,170
         
Stockholders’ equity:
       
Preferred Stock, 1,000,000 shares authorized, none issued or outstanding
 
--
 
--
Class A common stock, $.01 par value, 30,000,000 shares authorized, 19,858,034 and 19,840,793 shares issued at September 30, 2009 and June 30, 2009, respectively
 
 
 
198,580
 
 
 
198,408
Class B common stock, $.01 par value, 2,000,000 shares authorized, 775,021 and 775,080 issued and outstanding at September 30, 2009 and June 30, 2009, respectively, each convertible into one share of Class A common stock
 
 
 
 
7,750
 
 
 
 
7,751
Additional paid-in capital
 
27,755,969
 
27,667,597
Treasury stock, 626,541 and 626,541 shares of Class A common stock at September 30, 2009 and June 30, 2009, respectively, at cost
 
 
(1,125,707)
 
 
(1,125,707)
Accumulated deficit
 
(10,480,623)
 
(10,704,226)
Total stockholders’ equity
 
16,355,969
 
   16,043,823
Total liabilities and stockholders’ equity
$
23,182,290
$
22,691,993
 
 
5

 
 
PHC, INC. AND SUBSIDIARIES
 
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
 
(Unaudited)
 
   
Three Months Ended
 
 
September 30,
   
2009
 
2008
Revenues:
       
Patient care, net
$
11,767,668
$
10,559,496
Contract support services
 
 879,760
 
 1,132,409
Total revenues
 
 12,647,428
 
 11,691,905
Operating expenses:
       
Patient care expenses
 
6,438,563
 
6,158,157
Cost of contract support services
 
727,477
 
827,779
Provision for doubtful accounts
 
472,973
 
445,814
Administrative expenses
 
4,652,517
 
4,694,974
Total operating expenses
 
 12,291,530
 
 12,126,724
         
Income (loss) from operations
 
   355,898
 
   (434,819)
         
Other income (expense):
       
Interest income
 
32,374
 
51,269
Other income
 
49,356
 
30,854
Interest expense
 
 (80,593)
 
 (81,642)
         
Total other income, net
 
  1,137
 
  481
         
Income (loss) before for income taxes
 
357,035
 
(434,338)
Income tax (benefit) provision
 
   133,431
 
(39,419)
         
Income (Loss) from continuing operations
 
223,604
 
(394,919)
         
Income from discontinued operations – net of tax
       
provision of $39,419
 
--
 
62,216
         
Net income (loss) applicable to common shareholders
 
$
 
223,604
 
$
 
(332,703)
         
Basic net income (loss) per common share
       
Continuing operations
$
      0.01
 
$
(0.02)
Discontinued operations
 
  0.00
 
  0.00
 
$
  0.01
$
  (0.02)
         
Basic weighted average number of shares outstanding
 
 
19,997,549
 
 
20,178,087
         
Diluted net income (loss) per common share
       
Continuing Operations
 
  0.01
 
  (0.02)
Discontinued operations
 
  0.00
 
  0.00
 
$
0.01
$
(0.02)
         
Diluted weighted average number of shares outstanding
 
 
20,141,989
 
 
20,178,087

 
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