1-33323
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04-2601571
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(Commission File Number)
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(I.R.S. Employer Identification No.)
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200 Lake Street, Suite 102, Peabody, Massachusetts
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01960
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(Address of Principal Executive Offices)
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(Zip Code)
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act
(17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act
(17 CFR 240.13e-4c))
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(d) The following exhibit is being furnished herewith:
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Exhibit No.
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Exhibit Description
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99.1
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Press release dated May 10, 2011
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PHC, INC.
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Date: May 10, 2011
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By: /s/ Bruce A. Shear
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Bruce A. Shear, President
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and Chief Executive Officer
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·
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Signed an agreement to acquire MeadowWood Behavioral Health, which is expected to add approximately $15 million in annual revenue, which is an approximate 30% increase over FY 2010 revenues. The facility is a licensed acute care psychiatric hospital with 58 beds providing services on its 11-acre campus to adults suffering with mental illness and substance abuse. MeadowWood has both inpatient and partial hospitalization services focused on geriatric, co-occurring and acute mental disorders. The Company also anticipates expanding the facility capacity by approximately 40%. This acquisition is on track to close July 2011.
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·
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For the third fiscal quarter ended March 31, 2011, net patient care revenues increased 10.8% to $14.1 million from $12.7 million for the same period in 2010.
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·
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Income from continuing operations decreased to $530,000 from $781,000 for the same period in 2010. This decrease was primarily related to a one-time charge of $446,000 for a legal settlement. Excluding this one-time charge, income from operations would have been $976,000.
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·
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Excluding start-up of approximately $250,000 and the fees associated with the legal settlement, operating margin in the fiscal third quarter 2011 would have been 45.5%.
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·
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Net income applicable to common shareholders decreased to $65,000 compared to net income of $469,000 for the same period in 2010. The decrease was primarily related to the previously mentioned legal settlement and a $185,000 non-operating 401(k) expense. Excluding these one-time charges, net income would have been $696,000.
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·
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For the nine months ended March 31, 2011, net patient care revenues increased 15.1% to $42.0 million from $36.5 million for the same period in 2010.
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·
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Net patient care gross margins were 47.3% compared to 46.6% for the same period in 2010.
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·
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Income from continuing operations increased 51.1% to $2.5 million compared to income from continuing operations of $1.7 million for the same period in 2010. Excluding the legal settlement, income from operations would have been $2.9 million.
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·
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Net income applicable to common shareholders increased 27% to $1.2 million from net income of $981,000 for the same period in 2010. Excluding the previously mentioned legal settlement and 401(k) non-operating expense, net income would have been $1.9 million.
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Contact:
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PHC, Inc.
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Bruce A. Shear, 978-536-2777
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President & CEO
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Or
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Hayden IR
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Brett Maas, 646-536-7331
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Managing Partner
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E-mail: brett@haydenir.com
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PHC, INC. AND SUBSIDIARIES
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||||||||
CONDENSED CONSOLIDATED BALANCE SHEETS
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(unaudited)
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March 31,
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June 30,
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|||||||
2011
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2010
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|||||||
ASSETS
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Current assets:
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Cash and cash equivalents
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$ | 2,803,852 | $ | 4,540,278 | ||||
Accounts receivable, net of allowance for doubtful accounts of $4,667,466 at
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||||||||
March 31, 2011 and $3,002,323 at June 30, 2010
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9,498,219 | 8,333,766 | ||||||
Prepaid expenses
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739,899 | 490,662 | ||||||
Other receivables and advances
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2,326,863 | 743,454 | ||||||
Deferred income tax assets – current
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1,145,742 | 1,145,742 | ||||||
Total current assets
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16,514,575 | 15,253,902 | ||||||
Restricted cash
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-- | 512,197 | ||||||
Accounts receivable, non-current
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61,061 | 17,548 | ||||||
Other receivables
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48,970 | 58,169 | ||||||
Property and equipment, net
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4,748,712 | 4,527,376 | ||||||
Deferred income tax assets – non-current
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1,495,144 | 1,495,144 | ||||||
Deferred financing costs, net of amortization of $692,869 and $582,972 at
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March 31, 2011 and June 30, 2010
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79,372 | 189,270 | ||||||
Goodwill
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969,098 | 969,098 | ||||||
Other assets
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2,257,323 | 2,184,749 | ||||||
Total assets
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$ | 26,174,255 | $ | 25,207,453 | ||||
LIABILITIES AND STOCKHOLDERS’ EQUITY
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Current liabilities:
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Accounts payable
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$ | 1,529,546 | $ | 1,594,286 | ||||
Current maturities of long-term debt
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534,461 | 796,244 | ||||||
Revolving credit note
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1,473,557 | 1,336,025 | ||||||
Current portion of obligations under capital leases
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48,174 | 112,909 | ||||||
Accrued payroll, payroll taxes and benefits
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1,969,598 | 2,152,724 | ||||||
Accrued expenses and other liabilities
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1,248,817 | 1,040,487 | ||||||
Income taxes payable
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-- | 23,991 | ||||||
Total current liabilities
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6,804,153 | 7,056,666 | ||||||
Long-term debt, net of current maturities
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69,774 | 292,282 | ||||||
Obligations under capital leases, net of current portion
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-- | 19,558 | ||||||
Long-term accrued liabilities
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810,756 | 582,953 | ||||||
Total liabilities
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7,684,683 | 7,951,459 | ||||||
Commitments and contingent liabilities
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Stockholders’ equity:
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Preferred Stock, 1,000,000 shares authorized, none issued or outstanding
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-- | -- | ||||||
Class A common stock, $.01 par value, 30,000,000 shares authorized,
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19,950,211 and 19,867,826 shares issued at March 31, 2011 and June 30,
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2010, respectively
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199,502 | 198,679 | ||||||
Class B common stock, $.01 par value, 2,000,000 shares authorized, 773,717 and 775,021
issued and outstanding at March 31, 2011 and June 30, 2010,
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each convertible into one share of Class A common stock
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7,737 | 7,750 | ||||||
Additional paid-in capital
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28,129,506 | 27,927,536 | ||||||
Treasury stock, 1,214,093 and 1,040,598 shares of Class A common stock at
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March 31, 2011 and June 30, 2010, respectively, at cost
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(1,808,734 | ) | (1,593,407 | ) | ||||
Accumulated deficit
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(8,038,439 | ) | (9,284,564 | ) | ||||
Total stockholders’ equity
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18,489,572 | 17,255,994 | ||||||
Total liabilities and stockholders’ equity
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$ | 26,174,255 | $ | 25,207,453 |
PHC, INC. AND SUBSIDIARIES
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CONDENSED CONSOLIDATED STATEMENTS OF INCOME
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(Unaudited)
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Three Months Ended
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Nine Months Ended
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March 31,
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March 31,
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||||||||||||||
2011
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2010
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2011
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2010
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Revenues:
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Patient care, net
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$ | 14,061,773 | $ | 12,692,869 | $ | 41,971,221 | $ | 36,452,909 | ||||||||
Contract support services
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1,393,862 | 839,305 | 3,187,772 | 2,591,256 | ||||||||||||
Total revenues
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15,455,635 | 13,532,174 | 45,158,993 | 39,044,165 | ||||||||||||
Operating expenses:
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Patient care expenses
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7,653,245 | 6,576,086 | 22,098,067 | 19,454,431 | ||||||||||||
Cost of contract support services
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1,019,957 | 733,603 | 2,543,115 | 2,202,584 | ||||||||||||
Provision for doubtful accounts
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684,904 | 547,810 | 2,348,205 | 1,476,128 | ||||||||||||
Administrative expenses
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5,121,327 | 4,893,235 | 15,228,490 | 14,259,979 | ||||||||||||
Legal settlement
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446,320 | -- | 446,320 | -- | ||||||||||||
Total operating expenses
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14,925,753 | 12,750,734 | 42,664,197 | 37,393,122 | ||||||||||||
Income from operations
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529,882 | 781,440 | 2,494,796 | 1,651,043 | ||||||||||||
Other income (expense):
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Interest income
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86,215 | 39,023 | 185,626 | 101,130 | ||||||||||||
Other income (expense)
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(179,335 | ) | 18,260 | (91,821 | ) | 141,921 | ||||||||||
Interest expense
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(72,971 | ) | (80,520 | ) | (234,912 | ) | (241,998 | ) | ||||||||
Total other income (expense)
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(166,091 | ) | (23,237 | ) | (141,107 | ) | 1,053 | |||||||||
Income before provision for income taxes
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363,791 | 758,203 | 2,353,689 | 1,652,096 | ||||||||||||
Provision for income tax
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299,266 | 289,031 | 1,107,563 | 671,081 | ||||||||||||
Net income
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$ | 64,525 | $ | 469,172 | $ | 1,246,126 | $ | 981,015 | ||||||||
Basic net income per common share
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$ | -- | $ | 0.02 | $ | 0.06 | $ | 0.05 | ||||||||
Basic weighted average number of shares outstanding
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19,500,873 | 19,762,241 | 19,498,579 | 19,854,099 | ||||||||||||
Diluted net income per common share
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$ | -- | $ | 0.02 | $ | 0.06 | $ | 0.05 | ||||||||
Diluted weighted average number of shares outstanding
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19,872,067 | 19,861,449 | 19,692,400 | 19,963,141 |