0000915127-11-000013.txt : 20110510 0000915127-11-000013.hdr.sgml : 20110510 20110510162829 ACCESSION NUMBER: 0000915127-11-000013 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20110510 ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20110510 DATE AS OF CHANGE: 20110510 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: 11828574 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_051011.htm RESULTS OF OPERATIONS AND FINANCIAL CONDITION k8_051011.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): May 10, 2011

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 May 10, 2011, relating to the Registrant’s results of operations and financial condition for the quarter and nine months ended March 31, 2011.  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 dated May 10, 2011
 

 
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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:  May 10, 2011
By:   /s/  Bruce A. Shear
 
   
Bruce A. Shear, President
 
   
and Chief Executive Officer
 


 
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EX-99.1 2 exh99_1.htm FISCAL 2011 3RD QUARTER TOTAL REVENUES exh99_1.htm
Exhibit 99.1
PHC Announces 14.2% Increase in
Fiscal 2011 Third Quarter Total Revenues

Year-to-Date Income from Operations Increased 51.1%;
YTD Net Income Increased 27%

PEABODY, Mass. – May 10, 2011 -- PHC, Inc., d/b/a Pioneer Behavioral Health (NYSE Amex: PHC), a leading provider of inpatient and outpatient behavioral health services, today reported financial results for the Company's 2011 third fiscal quarter and nine months ended March 31, 2011.

Third Fiscal Quarter of 2011 Highlights
 
·  
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.
·  
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.
·  
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.
·  
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%.
·  
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.
 
Year-to-Date Fiscal 2011 Highlights
·  
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.
·  
Net patient care gross margins were 47.3% compared to 46.6% for the same period in 2010.

 
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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.
·  
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.

“This represented the Company's ninth consecutive profitable quarter,” said Bruce A. Shear, Pioneer's president and CEO. “We again generated strong operating results, which were marked by year-over-year revenue growth and continued profitability due to an improvement in patient mix and increased census. Patient census was up at Seven Hills Behavioral Institute, and the Highland Ridge and Harbor Oaks facilities. Seven Hills was profitable throughout the third quarter and is scheduled shortly for a five-bed expansion. In addition, a rate increase, effective March 1, 2011, from a major customer in Las Vegas, will generate an additional $2 million of annualized revenue going forward.”

Mr. Shear continued, “Subsequent to the end of the quarter, we conducted a grand opening of our recently licensed Renaissance Recovery facility, a 24-bed residential program located in Detroit. It is designed to provide behavioral treatment to chemically impaired adolescents, ages 12-17. Our marketing efforts have been well received and due to this initial success, we expect that Renaissance Recovery will add an additional $3 million in annualized revenue."

Fiscal Third Quarter of 2011 Financial Results
Total net revenues from continuing operations for the three months ended March 31, 2011 increased 14.2% to $15.5 million compared to $13.5 million for the three months ended March 31, 2010. Net patient care revenues increased 10.8% to $14.1 million for the three months ended March 31, 2011 from $12.7 million for the three months ended March 31, 2010. This is primarily due to an overall increase in census at Seven Hills Hospital, Highland Ridge and Harbor Oaks facilities. Contract support services revenue provided by Wellplace increased 66.1% to $1.4 million for the three months ended March 31, 2011 compared to $839,000 for the three months ended March 31, 2010. This increase is due to expansion of the Wayne County call center contract in December 2010, which increased services provided and payment under the contract.

Income from operations was $530,000 for the fiscal third quarter of 2011 compared to $781,000 in the same period in 2010. This decrease was primarily related to the legal settlement. Income before taxes was $364,000 for the three-month period ended March 31, 2011 compared to $758,000 in the same period in 2010. Net income applicable to common shareholders was $65,000 for the fiscal third quarter of 2011, or $0.00 per basic and diluted share, compared to net income of $469,000 or $0.02 per basic and diluted share, in the fiscal third quarter of 2010. The decrease was primarily related to the legal settlement and 401(k) non-operating expense.

 
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Fiscal Year-to-Date 2011 Financial Results
For the nine months ended March 31, 2011, total net revenues increased 15.7% to $45.2 million compared to $39.0 million in the same period in 2010. Net patient care revenues increased 15.1% to $42.0 million for the nine months ended March 31, 2011 compared to $36.5 million in the same period in 2010. Contract support services increased 23% in the nine months ended March 31, 2011 to $3.2 million from $2.6 million in the nine months ended March 31, 2010.  Income from operations increased 51.1% to $2.5 million compared to income from operations of $1.7 million in the same period in fiscal 2010. Net income applicable to common shareholders was up 27% to $1.2 million for the nine months ended March 31, 2011, or $0.06 per basic and diluted share compared to net income of $981,000, or $0.05, per share, for the same period in 2010.

As of March 31, 2011, the Company had cash and cash equivalents of $2.8 million compared to $4.5 million as of June 30, 2010. Stockholders' equity improved to $18.5 million as of March 31, 2011 from $17.3 million as of June 30, 2010.

Mr. Shear continued, “We incurred several one-time charges in the quarter that reduced our operating and net income. These included the above-mentioned legal settlement, start up expenses at our recently opened Renaissance Recovery facility and a one-time charge related to  our 401(k) plan. Absent these charges, adjusted net income before taxes would have been $1.2 million, which is 58% ahead of last year’s same quarter and is coupled with continued solid top line growth. EBITDA for the nine months was $3.4 million.”
 
The Company will hold a conference call at 4:30 p.m. ET today, to discuss the results. Interested parties should dial (877) 941-2322 (domestically) or (480) 629-9715 (internationally). A replay of the call will be available and can be accessed by dialing (877) 870-5176 (domestically) or (858) 384-5517 (internationally), using passcode 4438422.
 
The call will also be available live by webcast at Pioneer Behavioral Health's website at: http://ir.phc-inc.com/phoenix.zhtml?c=71354&p=irol-calendar and will also be available over the Internet and accessible at http://viavid.net/dce.aspx?sid=000085C3.
 
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.

 
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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
 
Or
 
Hayden IR
Brett Maas, 646-536-7331
Managing Partner
E-mail: brett@haydenir.com

- tables follow -

 
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PHC, INC. AND SUBSIDIARIES
 
CONDENSED CONSOLIDATED BALANCE SHEETS
 
(unaudited)
 
   
March 31,
   
June 30,
 
   
2011
   
2010
 
ASSETS
           
Current assets:
           
Cash and cash equivalents
  $ 2,803,852     $ 4,540,278  
Accounts receivable, net of allowance for doubtful accounts of $4,667,466 at
               
March 31, 2011 and $3,002,323 at June 30, 2010
    9,498,219       8,333,766  
Prepaid expenses
    739,899       490,662  
Other receivables and advances
    2,326,863       743,454  
Deferred income tax assets – current
    1,145,742       1,145,742  
Total current assets
    16,514,575       15,253,902  
Restricted cash
    --       512,197  
Accounts receivable, non-current
    61,061       17,548  
Other receivables
    48,970       58,169  
Property and equipment, net
    4,748,712       4,527,376  
Deferred income tax assets – non-current
    1,495,144       1,495,144  
Deferred financing costs, net of amortization of $692,869 and $582,972 at
               
March 31, 2011 and June 30, 2010
    79,372       189,270  
Goodwill
    969,098       969,098  
Other assets
    2,257,323       2,184,749  
Total assets
  $ 26,174,255     $ 25,207,453  
LIABILITIES AND STOCKHOLDERS’ EQUITY
               
Current liabilities:
               
Accounts payable
  $ 1,529,546     $ 1,594,286  
Current maturities of long-term debt
    534,461       796,244  
Revolving credit note
    1,473,557       1,336,025  
Current portion of obligations under capital leases
    48,174       112,909  
Accrued payroll, payroll taxes and benefits
    1,969,598       2,152,724  
Accrued expenses and other liabilities
    1,248,817       1,040,487  
Income taxes payable
    --       23,991  
Total current liabilities
    6,804,153       7,056,666  
Long-term debt, net of current maturities
    69,774       292,282  
Obligations under capital leases, net of current portion
    --       19,558  
Long-term accrued liabilities
    810,756       582,953  
Total liabilities
    7,684,683       7,951,459  
                 
Commitments and contingent liabilities
               
                 
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,
               
19,950,211 and 19,867,826 shares issued at March 31, 2011 and June 30,
               
2010, respectively
    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,
               
each convertible into one share of Class A common stock
    7,737       7,750  
Additional paid-in capital
    28,129,506       27,927,536  
Treasury stock, 1,214,093 and 1,040,598 shares of Class A common stock at
               
March 31, 2011 and June 30, 2010, respectively, at cost
    (1,808,734 )     (1,593,407 )
Accumulated deficit
    (8,038,439 )     (9,284,564 )
Total stockholders’ equity
    18,489,572       17,255,994  
Total liabilities and stockholders’ equity
  $ 26,174,255     $ 25,207,453  

 
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PHC, INC. AND SUBSIDIARIES
 
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
 
(Unaudited)
 
   
Three Months Ended
   
Nine Months Ended
 
 
 
March 31,
   
March 31,
 
   
2011
   
2010
   
2011
   
2010
 
Revenues:
                       
Patient care, net
  $ 14,061,773     $ 12,692,869     $ 41,971,221     $ 36,452,909  
Contract support services
    1,393,862       839,305       3,187,772       2,591,256  
Total revenues
    15,455,635       13,532,174       45,158,993       39,044,165  
Operating expenses:
                               
Patient care expenses
    7,653,245       6,576,086       22,098,067       19,454,431  
Cost of contract support services
    1,019,957       733,603       2,543,115       2,202,584  
Provision for doubtful accounts
    684,904       547,810       2,348,205       1,476,128  
Administrative expenses
    5,121,327       4,893,235       15,228,490       14,259,979  
Legal settlement
    446,320       --       446,320       --  
Total operating expenses
    14,925,753       12,750,734       42,664,197       37,393,122  
                                 
Income from operations
    529,882       781,440       2,494,796       1,651,043  
                                 
Other income (expense):
                               
Interest income
    86,215       39,023       185,626       101,130  
Other income (expense)
    (179,335 )     18,260       (91,821 )     141,921  
Interest expense
    (72,971 )     (80,520 )     (234,912 )     (241,998 )
                                 
Total other income (expense)
    (166,091 )     (23,237 )     (141,107 )     1,053  
                                 
Income before provision for income taxes
    363,791       758,203       2,353,689       1,652,096  
Provision for income tax
    299,266       289,031       1,107,563       671,081  
                                 
Net income
  $ 64,525     $ 469,172     $ 1,246,126     $ 981,015  
                                 
Basic net income per common share
  $ --     $ 0.02     $ 0.06     $ 0.05  
                                 
Basic weighted average number of shares outstanding
    19,500,873       19,762,241       19,498,579       19,854,099  
                                 
Diluted net income per common share
  $ --     $ 0.02     $ 0.06     $ 0.05  
                                 
Diluted weighted average number of shares outstanding
    19,872,067       19,861,449       19,692,400       19,963,141  


 
 
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