-----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, G7rW3nK6J9/4AEqA1mST60cbXbwLyBPYv6zQDwxtqbOMxy7pNp4hNUyWpFae8NSY ziyaryHpbWrlwnYx89Ctag== 0000915127-10-000002.txt : 20100211 0000915127-10-000002.hdr.sgml : 20100211 20100211085045 ACCESSION NUMBER: 0000915127-10-000002 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20100211 ITEM INFORMATION: Results of Operations and Financial Condition FILED AS OF DATE: 20100211 DATE AS OF CHANGE: 20100211 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: 10589739 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_021110.htm RESULTS OF OPERATIONS AND FINANCIAL CONDITION k8_021110.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): February 11, 2010
 
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))
 

 
 

 



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 February 11, 2010, relating to the registrant’s results of operations and financial condition for the fiscal quarter ended December 31, 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 February 11, 2010.
 

 
 

 


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, 2010
By:   /s/  Bruce A. Shear__________
 
   
                Bruce A. Shear, President
 
   
                and Chief Executive Officer
 


EX-99.01 2 exh99_1.htm 2010 SECOND QUARTER RESULTS exh99_1.htm
Exhibit 99.1
 
 
PHC Announces Fiscal 2010 Second Quarter Results
 
 
·  
Net Patient Care Revenue Increases 18.7%
 
 
·  
Income From Operations Increases $1.4 Million
 
 
·  
Net Income Applicable to Common Shareholders Improves $2 Million to $0.3 Million
 
 
PEABODY, Mass.--(BUSINESS WIRE)--PHC, Inc., d/b/a Pioneer Behavioral Health (NYSE Amex: PHC), “Pioneer” or (the ”Company”), a leading provider of inpatient and outpatient behavioral health services, reported financial results for the Company's 2010 second fiscal quarter ended December 31, 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 accounted for as a discontinued operation.
 
 
Total net revenue from continuing operations increased 16.7% to $12.9 million for the three months ended December 31, 2009 compared to $11.0 million for the three months ended December 31, 2008. The revenue increase is due to higher net patient care revenue, which was partially offset by a decline in contract services revenue. The fiscal second quarter is seasonally the Company’s slowest.
 
 
Net patient care revenue increased 18.7% to $12.0 million for the three months ended December 31, 2009 from $10.1 million for the three months ended December 31, 2008. The increase in revenue was due primarily to increased census across the Company’s facilities, including higher census at Seven Hills Hospital in Las Vegas and the Company’s new chemical dependency unit at Harbor Oaks Hospital in Michigan which opened in September 2009. Contract support services revenue provided by Wellplace declined 4.6% to $0.8 million for the three months ended December 31, 2009 compared to $0.9 million in the year earlier period. The decrease was due to the expiration of the Company's smoking cessation contract with a government contractor in the first quarter of last year.  The Company expects to increase this revenue through new contracts for EAP (Employee Assistance Programs).
 
 
Income from operations improved $1.4 million to $0.5 million for the 2010 fiscal second quarter compared to a loss of $0.8 million in the same period a year ago. The 2010 fiscal second quarter results were impacted by an expense of approximately $135,000 incurred in connection with a lease termination. Income before taxes was $0.5 million for the three-month period ended December 31, 2009 compared to a pre-tax loss of $0.9 million in the year-earlier period. Net income applicable to common shareholders was $0.3 million for the fiscal 2010 second quarter, or $0.01 per diluted share, compared to a net loss of $1.7 million or $0.09 per share in the fiscal 2009 second quarter. The fiscal 2009 second quarter results included a loss of $1.3 million associated with the sale of Pivotal. The 2010 fiscal second quarter represented the Company’s fourth consecutive quarter of profitability.
 
 
For the six months ended December 31, 2009, total net revenue from continuing operations was $25.5 million compared to $22.7 million in the year earlier period. Net patient care revenue was $23.8 million for the six months ended December 31, 2009 compared to $20.7 million in the previous year period. In the same six-month period, income from operations was $0.9 million compared to a loss of $1.3 million in the six months in fiscal 2009. Net income applicable to common stockholders was $0.5 million, for the six months ended December 31, 2009, or $0.03 per diluted share compared to a net loss of $2.0 million, or a loss of $0.10 per share for the previous year period.
 
 
As of December 31, 2009, the Company had cash and cash equivalents of $2.8 million. Stockholders’ equity improved from $16.0 million as of June 30, 2009 to $16.4 million as of December 31, 2009.
 
 
"We reported another quarter of improved operating results and GAAP profitability in what is seasonally the slowest period of the year due to the holiday season,” said Bruce A. Shear, Pioneer's president and CEO.  “Despite this, net patient care revenue increased sequentially, and profitability, as reflected by gross margins in net patient care revenue increased from 41.6% in the year earlier period to 46.3% in the current quarter, due to a more favorable mix of patients. We continue to experience growing utilization across our facilities, and believe that as implementation of the Paul Wellstone and Pete Domenici Mental Health Parity and Addiction Equity Act of 2008 is applied to payers beginning mid-year, that utilization will accelerate. While we expect that there will continue to be opportunities to reinvest in our business, we believe our solid balance sheet also allows us to selectively pursue acquisitions that would allow the Company to accelerate its growth. We expect operating results will continue to improve and believe the future is exciting.”
 
 
The Company will hold a conference call at 9:00 a.m. eastern time today to discuss the results. Interested parties should dial (888) 680-0893 (domestically) or (617) 213-4859 (internationally) and use conference passcode 74098037. 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 15921097. Preregistration for the call is available by visiting https://www.theconferencingservice.com/prereg/key.process?key=PYRRC4LVK
 
 
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.
 
 
Contact:
 
PHC, Inc.
Bruce A. Shear, 978-536-2777
President & CEO
 
Investor Relations:
 
 
CEOcast, Inc.
 
 
Dan Schustack, 212-732-4300
 

 
 

 
 
 
PHC, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(unaudited)
   
December 31,
 
June 30,
   
2009
 
2009
   
 
ASSETS
       
Current assets:
       
   Cash and cash equivalents
$
2,782,395
$
3,199,344
   Accounts receivable, net of allowance for doubtful accounts of $2,843,076 at December 31, 2009 and 30,618 at June 30, 2009
 
7,630,903
 
6,315,693
   Other receivables-third party
 
65,190
 
170,633
   Prepaid expenses
 
438,284
 
441,945
   Prepaid income taxes
 
21,966
 
33,581
   Other receivables and advances
 
664,517
 
674,357
   Deferred income tax asset – current
 
923,625
 
923,625
   Total current assets
 
12,526,880
 
11,759,178
   Restricted cash
 
512,197
 
512,197
   Accounts receivable, non-current
 
41,964
 
35,000
   Other receivables
 
76,996
 
55,627
   Property and equipment, net
 
4,605,562
 
4,687,110
    Deferred income tax asset – non-current
 
1,902,354
 
1,902,354
    Deferred financing costs, net of amortization of $509,705 and $436,440 at December 31, 2009 and June 30, 2009
 
262,536
 
335,801
   Goodwill
 
969,098
 
969,098
   Other assets
 
2,359,310
 
2,435,628
Total assets
$
23,256,897
$
22,691,993
LIABILITIES AND STOCKHOLDERS’ EQUITY
       
    Current liabilities:
       
   Accounts payable
$
1,386,724
$
1,375,436
   Current maturities of long-term debt
 
798,171
 
652,837
   Revolving credit note
 
1,044,064
 
863,404
   Current portion of obligations under capital leases
 
109,503
 
103,561
   Accrued payroll, payroll taxes and benefits
 
1,485,941
 
1,570,639
   Accrued expenses and other liabilities
 
1,586,411
 
1,461,499
Total current liabilities
 
6,410,814
 
6,027,376
   Long-term debt, net of current maturities
 
315,923
 
488,426
   Obligations under capital leases
 
75,998
 
132,368
Total liabilities
 
6,802,735
 
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, 19,860,034 and 19,840,793 shares issued at
       December 31, 2009 and June 30, 2009, respectively
 
198,600
 
198,408
    Class B common stock, $.01 par value, 2,000,000 shares authorized, 775,021 and 775,080 issued and outstanding at
       December 31, 2009 and June 30, 2009, respectively, each convertible into one share of Class A common stock
 
7,750
 
7,751
   Additional paid-in capital
 
27,838,561
 
27,667,597
  Treasury stock, 877,404 and 626,541 shares of Class A common stock at December 31, 2009 and June 30, 2009,  
       respectively, at cost
 
(1,398,365)
 
(1,125,707)
  Accumulated deficit
 
(10,192,384)
 
(10,704,226)
  Total stockholders’ equity
 
16,454,162
 
16,043,823
  Total liabilities and stockholders’ equity
$
23,256,897
$
22,691,993

 
 

 


PHC, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
   
Three Months Ended
 
Six Months Ended
 
 
December 31,
 
December 31,
   
2009
 
2008
 
2009
 
2008
Revenues:
               
Patient care, net
$
11,992,372
$
10,105,942
$
23,760,040
$
20,665,438
Contract support services
 
872,191
 
 914,374
 
1,751,951
 
 2,046,783
Total revenues
 
12,864,563
 
 11,020,316
 
25,511,991
 
 22,712,221
Operating expenses:
               
Patient care expenses
 
6,439,782
 
5,906,307
 
12,878,345
 
12,064,464
Cost of contract support services
 
741,504
 
771,505
 
1,468,981
 
1,599,284
Provision for doubtful accounts
 
455,345
 
308,329
 
928,318
 
754,143
Administrative expenses
 
4,714,227
 
4,877,390
 
9,366,744
 
9,572,364
Total operating expenses
 
12,350,858
 
 11,863,531
 
24,642,388
 
 23,990,255
                 
Income (loss) from operations
 
513,705
 
   (843,215)
 
869,603
 
  (1,278,034)
                 
Other income (expense):
               
Interest income
 
29,733
 
44,206
 
62,107
 
95,475
Other income
 
74,305
 
24,888
 
123,661
 
55,742
Interest expense
 
(80,885)
 
 (96,306)
 
(161,478)
 
 (177,948)
                 
Total other income (expense), net
 
23,153
 
  (27,212)
 
24,290
 
  (26,731)
                 
Income (loss) before income taxes
 
536,858
 
(870,427)
 
893,893
 
(1,304,765)
Income tax (benefit) provision
 
248,619
 
 (466,634)
 
382,050
 
 (506,053)
                 
Income (loss) from continuing operations
 
288,239
 
(403,793)
 
511,843
 
(798,712)
                 
Discontinued operations – net of tax – Pivotal
 
--
 
(1,312,280)
 
--
 
(1,250,064)
                 
Net income (loss) applicable to common    shareholders
 
$
288,239
$
(1,716,073)
 
$
511,843
$
(2,048,776)
                 
Basic net income (loss) per common share
               
   Continuing operations
$
0.01
$
(0.02)
$
0.03
$
(0.04)
   Discontinued operations
 
--
 
(0.07)
 
--
 
(0.06)
 
$
0.01
$
(0.09)
$
0.03
$
(0.10)
                 
Basic weighted average number of shares outstanding
 
19,800,509
 
20,131,080
 
19,899,029
 
20,154,583
                 
Diluted net income (loss) per common   share
               
   Continuing Operations
 
0.01
 
(0.02)
 
0.03
 
(0.04)
   Discontinued operations
 
--
 
(0.07)
 
--
 
(0.06)
 
$
0.01
$
(0.09)
$
0.03
$
(0.10)
                 
Diluted weighted average number of shares outstanding
 
19,855,419
 
20,131,080
 
20,012,602
 
20,154,583



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