PHP HEALTHCARE CORP
10-Q, 1995-09-14
OFFICES & CLINICS OF DOCTORS OF MEDICINE
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<PAGE> 1

                       Securities and Exchange Commission
                              Washington, DC 20549
                         ------------------------------
                                    FORM 10-Q
(Mark One)

/ X /    Quarterly Report Pursuant To Section 13 or 15(d) of the Securities
         Exchange Act of 1934

For the quarterly period ended July 31, 1995

/   /    Transition Report Pursuant to Section 13 or 15(d) of the Securities
         Exchange Act of 1934

For the transition period from                        to                       
                               ----------------------    ----------------------

                         Commission file number 0-16235

                           PHP Healthcare Corporation
-------------------------------------------------------------------------------
             (Exact name of registrant as specified in its charter)
                                        
                Delaware                                54-1023168
---------------------------------------   -------------------------------------
    (State or other jurisdiction of                   (IRS Employer
    Incorporation or organization)                 Identification No.)

                   11440 Commerce Park Drive, Reston, VA 22091
-------------------------------------------------------------------------------
                    (Address of principal executive offices)

Registrant's telephone number including area code

                                 (703) 758-3600
-------------------------------------------------------------------------------


-------------------------------------------------------------------------------
              Former name, former address and former fiscal year, 
                          if changed since last report.

Indicate by check whether the registrant (i) has filed all reports required to
be filed by Section 13 or 15 (d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.  Yes [ X ]  No [   ].

Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date.

Common stock, par value $.01 per share, outstanding as of July 31, 1995,
5,414,866 shares.





<PAGE> 2
                   PHP HEALTHCARE CORPORATION AND SUBSIDIARIES

                                      INDEX
                                                                           PAGE
                                                                           ----

PART I - FINANCIAL INFORMATION

Condensed Consolidated Statements of Operations                               3

Condensed Consolidated Balance Sheets                                         4

Condensed Consolidated Statements of Cash Flows                               6

Notes to Condensed Consolidated Financial Statements                          7

Management's Discussion and Analysis of Results of Operations 
  and Financial Condition                                                     9

PART II - OTHER INFORMATION                                                  14

SIGNATURES                                                                   15

EXHIBIT INDEX                                                                16



































<PAGE> 3
<TABLE>
                   PHP HEALTHCARE CORPORATION AND SUBSIDIARIES

                 Condensed Consolidated Statements of Operations
                    Three Months ended July 31, 1994 and 1995
                                   (Unaudited)
                     (In  thousands, except per share data)
<CAPTION>
                                                            1994        1995
                                                         ----------  ----------
<S>                                                      <C>         <C>

Revenues . . . . . . . . . . . . . . . . . . . . . . .     $43,638     $46,171 

Direct costs . . . . . . . . . . . . . . . . . . . . .      37,578      37,654 
                                                         ----------  ----------

     Gross profit. . . . . . . . . . . . . . . . . . .       6,060       8,517 

General and administrative expenses. . . . . . . . . .       5,102       6,733 
                                                         ----------  ----------

     Operating income  . . . . . . . . . . . . . . . .         958       1,784 

Other income (expense):
     Interest expense. . . . . . . . . . . . . . . . .        (819)       (524)
     Interest income . . . . . . . . . . . . . . . . .          84         201 
     Miscellaneous income (expense). . . . . . . . . .         (20)         31 
     Minority interest in earnings of subsidiaries . .         (73)        --- 
                                                         ----------  ----------

     Earnings before income taxes. . . . . . . . . . .         130       1,492 

Income tax expense . . . . . . . . . . . . . . . . . .          39         567 
                                                         ----------  ----------

     Net earnings. . . . . . . . . . . . . . . . . . .     $    91     $   925 
                                                         ==========  ==========

Net earnings per common share. . . . . . . . . . . . .     $  0.02     $  0.15 
                                                         ==========  ==========

Weighted average number of common shares 
  outstanding. . . . . . . . . . . . . . . . . . . . .       5,102       6,297 
                                                         ==========  ==========

<FN>

See accompanying notes to condensed consolidated financial statements.

</TABLE>








<PAGE> 4
<TABLE>
                   PHP HEALTHCARE CORPORATION AND SUBSIDIARIES

                      Condensed Consolidated Balance Sheets
                        (In thousands, except share data)
<CAPTION>
                                                        April 30,     July 31, 
                                                           1995         1995   
                                                        ----------  -----------
                                                                    (Unaudited)

<S>                                                      <C>        <C>

ASSETS
Current assets:
  Cash and cash equivalents. . . . . . . . . . . . . .    $ 1,178      $ 4,420 
  Accounts receivable, net (note 2). . . . . . . . . .     24,537       23,678 
  Contract settlement receivable, net (note 2) . . . .      8,022        8,022 
  Pharmaceutical and medical supplies. . . . . . . . .      1,089        1,077 
  Receivables from officers. . . . . . . . . . . . . .      2,912        3,001 
  Income tax receivable. . . . . . . . . . . . . . . .        592          388 
  Other current assets . . . . . . . . . . . . . . . .      2,099        2,881 
                                                        ----------   ----------
       Total current assets. . . . . . . . . . . . . .     40,429       43,467 
Property and equipment, net. . . . . . . . . . . . . .     23,096       23,053 
Excess of cost over fair value of assets acquired, 
  net of accumulated amortization of $810 in April 
  and $848 in July . . . . . . . . . . . . . . . . . .      3,092        3,054 
Deferred income taxes. . . . . . . . . . . . . . . . .      1,125        1,125 
Receivables from officers, net . . . . . . . . . . . .        885          885 
Other assets . . . . . . . . . . . . . . . . . . . . .      2,523        2,884 
                                                        ----------   ----------
                                                          $71,150      $74,468 
                                                        ==========   ==========

LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
  Current maturities of notes payable to bank. . . . .    $ 1,368      $ 1,368 
  Current maturities of notes payable - other. . . . .        879        1,065 
  Accounts payable . . . . . . . . . . . . . . . . . .      6,405        6,699 
  Claims payable - medical services. . . . . . . . . .      6,000        8,046 
  Accrued salaries and benefits. . . . . . . . . . . .      8,129        8,014 
  Income taxes payable . . . . . . . . . . . . . . . .        ---          567 
  Deferred income taxes. . . . . . . . . . . . . . . .      1,507        1,507 
  Billings in excess of costs. . . . . . . . . . . . .        719          567 
                                                        ----------   ----------
       Total current liabilities . . . . . . . . . . .     25,007       27,833 
Notes payable to bank, net of current maturities . . .     23,280       22,932 
Notes payable - other, net of current maturities . . .      1,174        1,023 
Deferred gain on sale of building. . . . . . . . . . .      1,085        1,066 
Deferred lease obligation. . . . . . . . . . . . . . .        272          309 
                                                        ----------   ----------
       Total liabilities . . . . . . . . . . . . . . .     50,818       53,163 
                                                        ----------   ----------
Minority interest. . . . . . . . . . . . . . . . . . .          4            4 
                                                        ----------   ----------
Stockholders' equity:
  Preferred stock, $.01 par value, 500,000 shares 
    authorized, none issued. . . . . . . . . . . . . .        ---          --- 
<PAGE> 5
                   PHP HEALTHCARE CORPORATION AND SUBSIDIARIES

  Common stock, $.01 par value, 25,000,000 shares 
    authorized, 7,073,351 shares issued in April and 
    July . . . . . . . . . . . . . . . . . . . . . . .         71           71 
  Additional paid-in-capital . . . . . . . . . . . . .     29,443       29,465 
  Note receivable from sale of stock . . . . . . . . .       (900)        (900)
  Retained deficit . . . . . . . . . . . . . . . . . .     (1,570)        (645)
  Treasury stock, 1,665,010 common shares in April 
    and 1,658,485 common shares in July, at cost . . .     (6,716)      (6,690)
                                                        ----------   ----------
       Total stockholders' equity. . . . . . . . . . .     20,328       21,301 
Contingencies (notes 2 and 3). . . . . . . . . . . . .                         
                                                        ----------   ----------

                                                          $71,150      $74,468 
                                                        ==========   ==========

<FN>

See accompanying notes to condensed consolidated financial statements.

</TABLE>




































<PAGE> 6
<TABLE>
                   PHP HEALTHCARE CORPORATION AND SUBSIDIARIES

                 Condensed Consolidated Statements of Cash Flows
                                   (Unaudited)
                                 (In thousands)
<CAPTION>
                                                          Three Months Ended   
                                                                July 31,       
                                                           1994         1995   
                                                        ----------   ----------
<S>                                                     <C>          <C>

Net cash provided by operating activities. . . . . . .   $    386     $  4,396 
                                                        ----------   ----------
Cash flows from investing activities:
  Acquisition of property and equipment. . . . . . . .     (2,197)        (801)
  Net proceeds from sale of property and equipment . .     14,181          --- 
  Acquisition of subsidiaries, net of cash acquired. .       (569)         --- 
                                                        ----------   ----------
       Net cash provided by (used in) investing 
         activities. . . . . . . . . . . . . . . . . .     11,415         (801)
                                                        ----------   ----------

Cash flows from financing activities:
  Net repayments under revolving promissory notes. . .        (23)          (6)
  Borrowings on notes payable. . . . . . . . . . . . .        504          485 
  Repayments on notes payable. . . . . . . . . . . . .    (11,298)        (792)
  Increase in receivables from officers. . . . . . . .        ---          (88)
  Proceeds from the exercise of stock options. . . . .        ---           48 
  Distributions paid to limited partners . . . . . . .       (133)         --- 
                                                        ----------   ----------
       Net cash used in financing activities . . . . .    (10,950)        (353)
                                                        ----------   ----------
       Net increase in cash and cash equivalents . . .        851        3,242 
Cash and cash equivalents, beginning of period . . . .      2,370        1,178 
                                                        ----------   ----------
Cash and cash equivalents, end of period . . . . . . .   $  3,221     $  4,420 
                                                        ==========   ==========

<FN>

See accompanying notes to condensed consolidated financial statements.

</TABLE>














<PAGE> 7
                   PHP HEALTHCARE CORPORATION AND SUBSIDIARIES

              Notes to Condensed Consolidated Financial Statements

                                  July 31, 1995
                                   (Unaudited)

(1) Summary of Significant Accounting Policies

    Basis of Presentation

    In the opinion of the Company, the interim condensed consolidated financial
statements include all adjustments, consisting of only normal recurring
adjustments, necessary for a fair presentation of the results for the interim
periods. Certain information and footnote disclosures normally included in
financial statements prepared in accordance with generally accepted accounting
principles have been condensed or omitted. The interim condensed consolidated
financial statements should be read in conjunction with the Company's April 30,
1994 and 1995 audited consolidated financial statements. The interim operating
results are not necessarily indicative of the operating results for the full
fiscal year. Certain amounts in the fiscal year 1995 condensed consolidated
financial statements have been reclassified to conform with the fiscal year
1996 presentation.


(2) Accounts Receivable

    (a)  Contract Claim

    In April 1994, the Company submitted a Request for Equitable Adjustment
(REA) under a contract with the Department of the Army for material changes in
the nature of the contract requirements from those represented during the
contract proposal process.  The REA was denied by the Army and the Company has
submitted a claim for its increased costs of performance under the contract
pursuant to the Contracts Dispute Act of 1978.  Billed accounts receivable of
$1.9 million as of April 30, and July 31, 1995, have been fully reserved
pending further actions by the Board of Contract Appeals. 


    (b)  Contract Settlement Receivable

    CHP, the Company's wholly owned health maintenance organization, earns
substantially all of its revenue under a prepaid Medicaid contract with the
D.C. Department of Human Services (DCDHS) to provide health care services to
the Medicaid recipients of the District of Columbia.  The Medicaid program is
jointly funded by the District of Columbia and the Health Care Finance
Administration (HCFA) of the Department of Health and Human Services (HHS).

    Under a three-year contract ended September 30, 1994, interim payments were
provided on an enrollment basis with a final settlement at the end of the
contract period, subject to a defined upper payment limit as determined by HCFA
of HHS.  Final settlement with DCDHS and HCFA is subject to an audit of CHP's
activities.  The Company believes final settlement should result in amounts due
the Company at April 30, 1995 in excess of $20 million, which is expected to be
lower than the actual upper payment limit.  Due to the complexity inherent in
the contract and the definition of the settlement process as provided for in
the contract, the Company has recorded amounts due under the contract of $8.0
million at April 30 and July 31, 1995, which represents the Company's
conservative interpretation of amounts due under the contract.  The Company
<PAGE> 8
                   PHP HEALTHCARE CORPORATION AND SUBSIDIARIES

        Notes to Condensed Consolidated Financial Statements (continued)

believes that final settlement will occur during fiscal 1996.  In addition,
proposed congressional legislation is pending which upon passage would in
management's opinion result in a retroactive entitlement of the full recovery
of the settlement receivable.

    Effective October 1, 1994, CHP entered into a new one-year contract with
DCDHS.  CHP receives capitation payments for the inpatient services under the
risk portion of the contract.  Additionally, CHP receives interim payments with
an annual final settlement for the other services under the non-risk portion of
the contract.  At April 30 and July 31, 1995, CHP recorded accounts receivable
of $1.9 million and $2.8 million, respectively, for the difference between what
was due under the contract versus what was received.  Final settlement of
amounts due under this contract is subject to an audit of the Company's
activities by DCDHS.


(3) Contingencies

    The Company is a defendant in various legal actions.  The principal actions
allege or involve claims under contractual arrangements, employment matters and
medical malpractice with an estimated possible range of loss between
approximately $200,000 and $1.0 million in excess of insurance coverage.  The
Company has recorded reserves of $200,000 related to these actions at July 31,
1995.  In the opinion of management, after consultation with legal counsel, the
possible additional losses related to these actions, if any, will not result in
any material adverse effect on the Company's consolidated financial position,
results of operations, or cash flows. The Company maintains medical malpractice
insurance coverage which provides for reimbursement of any claim amounts in
excess of $250,000 per incident.


























<PAGE> 9
                   PHP HEALTHCARE CORPORATION AND SUBSIDIARIES

               MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF
                       OPERATIONS AND FINANCIAL CONDITION

                                     GENERAL

    In fiscal 1995 the Company achieved parity between its Government and
Commercial Managed Health Care Service revenues after having been a 98%
Government business as recently as fiscal 1992. 

    Revenues from the Commercial Managed Health Care Services division have
grown to $102.2 million or 50% of total revenues in 1995 from $1.3 million or
1% of total revenues in 1992.  Operations in this division consist of: (1) the
Company's wholly owned subsidiary, D.C. Chartered Health Plan, Inc., which
operates an HMO in the District of Columbia, serving primarily the government
assisted Medicaid population, (2) the Company's project with Blue Cross Blue
Shield of New Jersey ("BCBSNJ") to operate ten family health centers, manage
and maintain an integrated network of specialists, and provide utilization and
case management, and (3) family health centers which are operated either on a
contract basis for large employers or on a commercial walk-in basis. 
Previously, this division also included the ambulatory surgery centers
previously managed through a majority owned subsidiary, Paragon Ambulatory
Surgery, Inc. ("Paragon").  In April 1994 the Company sold three of its
outpatient surgery centers and in September 1994 sold the remaining two
centers.  Management determined that these centers were inconsistent with the
Company's long-term commercial strategy.

    Revenues from the Government Managed Health Care Service division have
decreased slightly from a peak of $116.4 million in 1992 to $101.5 million in
1995.  The Company provides health care services to government agencies across
a diverse scope of service groups including ambulatory care, medical staffing,
mental health, long-term care, and total managed care.  Government health care
services have become increasingly price competitive as the government moves
toward increased privatization of services and attempts to reduce spending.  
In addition, Department of Defense health care services are increasingly bid in
larger regional contracts for an expanded scope of services.

    Revenues from the operations of the Reston, Virginia office building
acquired in May 1993 and sold in July 1994 are included as Other revenue.

    The Company's revenues have almost doubled from $118 million in 1992 to
$204 million in 1995.  Gross profit margins decreased to 7% and 6% in 1993 and
1994, respectively, from 14% in 1992.  In 1995, the gross profit margin was
11%.  The decreased gross profit margins in 1993 and 1994 were due to increased
competition for the Company's government contracts and certain other events in
1993 and 1994.  The Company earned net income of $952,000 in 1995 after net
losses of $3.8 million and $9.3 million in 1993 and 1994, respectively.  The
1993 and 1994 losses were due to the decrease in gross profits, increased
business development costs related to commercial business efforts, increased
corporate support staff costs, government contract proposal activity costs,
increased interest expense resulting from various acquisitions and capital
expenditures to meet operational needs, and certain other significant
nonrecurring events.





<PAGE> 10
                   PHP HEALTHCARE CORPORATION AND SUBSIDIARIES

               MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF
                 OPERATIONS AND FINANCIAL CONDITION (continued)

    The Company expects that gross profits will continue to increase in fiscal
1996.  The anticipated improvement is based on CHP's expanding enrollment and a
new contract at a higher premium rate with the District of Columbia, the
continuation of the operational phase of the BCBSNJ project under which the
Company began providing health care services in January 1995, and continued
expansion in the Commercial Managed Care Services division.  

    CHP, the Company's wholly owned health maintenance organization, earns
substantially all of its revenue under a prepaid Medicaid contract with the
D.C. Department of Human Services (DCDHS) to provide health care services to
the Medicaid recipients of the District of Columbia.  The Medicaid program is
jointly funded by the District of Columbia and the Health Care Finance
Administration (HCFA) of the Department of Health and Human Services (HHS).

    Under a three-year contract ended September 30, 1994, interim payments were
provided on an enrollment basis with a final settlement at the end of the
contract period, subject to a defined upper payment limit as determined by
HCFA.  Final settlement with DCDHS and HCFA is subject to an audit of CHP's
activities.  The Company believes final settlement should result in amounts due
the Company at April 30, 1995 in excess of $20 million, which is expected to be
lower than the actual upper payment limit.  Due to the complexity inherent in
the contract and the definition of the settlement process as provided for in
the contract, the Company has recorded amounts due under the contract of $8.0
million at April 30 and July 31, 1995, which represents the Company's
conservative interpretation of amounts due under the contract.  The Company
believes that final settlement will occur during fiscal 1996.  In addition,
proposed congressional legislation is pending which upon passage would, in
management's opinion, result in a retroactive entitlement of the full recovery
of the settlement receivable.

    Effective October 1, 1994, CHP entered into a new one-year contract with
DCDHS.  CHP receives capitation payments for the inpatient services under the
risk portion of the contract.  Additionally, CHP receives interim payments with
an annual final settlement for the other services under the non-risk portion of
the contract.  At April 30 and July 31, 1995, CHP recorded accounts receivable
of $1.9 million and $2.8 million, respectively, for the difference between what
was due under the contract versus what was received.  Final settlement of
amounts due under this contract is subject to an audit of the Company's
activities by DCDHS.















<PAGE> 11
                   PHP HEALTHCARE CORPORATION AND SUBSIDIARIES

               MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF
                 OPERATIONS AND FINANCIAL CONDITION (continued)

                              RESULTS OF OPERATIONS

                The Three Months Ended July 31, 1994 Compared To
                      The Three Months Ended July 31, 1995

The following table indicates revenues by the Company's service divisions and
the related percentage of total revenues:

<TABLE>
<CAPTION>
                                            July 31, 1994       July 31, 1995
                                         ------------------  ------------------
                                         Revenues   % of     Revenues   % of
Division                                 (000's)    Total    (000's)    Total
---------------------------------------  --------  --------  --------  --------
<S>                                      <C>       <C>       <C>       <C>

Government Managed Health Care Services  $26,596    61.0     $23,347    50.6
Commercial Managed Health Care Services   16,586    38.0      22,824    49.4
Other Revenue                                456     1.0         ---     ---
                                         --------  --------  --------  --------

Total                                    $43,638   100.0     $46,171   100.0
                                         ========  ========  ========  ========
</TABLE>

    The Company's revenues increased by 6% or $2.5 million, to $46 million for
the quarter ended July 31, 1995 compared to the quarter ended July 31, 1994. 
This overall increase was due to growth in the Commercial Managed Health Care
Services division.

    Commercial Managed Health Care Services division revenue increased by $6.2
million, or 27%, to $22.8 million for the quarter ended July 31, 1995 from
$16.6 million for the quarter ended July 31, 1994. CHP provided approximately
60% of this revenue increase as a result of growth in its membership enrollment
and a new contract at a higher premium rate with the District of Columbia which
commenced in October 1994.  The BCBSNJ project generated the balance of the
revenue growth in the Commercial Managed Health Care Services division. This
increase was attributable to the operating phase of this contract which
commenced in January 1995, operating nine community based health care centers
and related ISOC services. The tenth center began operations in September 1995.
Revenues from the additional eight months of operating activity in fiscal 1996
will be offset by the construction and pre-operational activity which was
performed in the last three quarters of fiscal 1995.  Additional revenue
increases resulted from expanded utilization at several existing primary care
projects and the commencement of operations at a new project for Northwestern
Steel and Wire. Offsetting these revenue increases was a decrease in revenue
which resulted from the sale of the remaining two outpatient surgery centers in
September 1994. 

    Government Managed Health Care Services division revenue decreased by 14%
or $3.2 million from $26.6 million for the quarter ended July 31, 1994 to $23.3
million for the quarter ended July 31, 1995.  This decrease was primarily
attributable to the completion of certain projects including: one medical
<PAGE> 12
                   PHP HEALTHCARE CORPORATION AND SUBSIDIARIES

               MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF
                 OPERATIONS AND FINANCIAL CONDITION (continued)

staffing, three on-site ambulatory care, two mental health care, and two
affordable health care projects, and decreased utilization at a NAVCARE
project.  Partly offsetting these decreases in revenues were increases in
revenues during this quarter resulting from an increased contract rate with the
Arkansas Department of Corrections, and a contractual expansion of services at
three PRIMUS projects.

    Other revenue consisted of the operations of the Reston, Virginia office
building, acquired in May 1993 and sold in July 1994, which accounted for
$456,000 in operational revenue for the quarter ended July 31, 1994.

    The Company's gross profit increased by $2.5 million, or 29%, to $8.5
million for the quarter ended July 31, 1995 from $6.0 million for the quarter
ended July 31, 1994.  Gross profit margin increased from 14% to 18%.  This
increase was due to profitability improvement in both the Government and
Commercial Managed Health Care Service divisions.  

    The Commercial Managed Health Care Services division gross profit increase
was almost entirely attributable to CHP.  CHP's gross profit improvement
resulted from a new contract at a higher premium rate with the District of
Columbia which commenced in October 1994 and an expansion in enrollment. 
Offsetting this increase in gross profit was a slight decrease resulting from
the sale of the remaining two outpatient surgery centers in September 1994.

    The Government Managed Health Care Services division gross profit increase
was due to (1) an expanded inmate population and increased contract rate with
the Arkansas Department of Corrections, (2) an expansion of services at three
PRIMUS projects, and (3) improved profitability at the Company's NAVCARE
projects due to improved cost control.  Offsetting this increase in
profitability was a decrease resulting from the completion of certain projects
discussed above and decreased utilization at one NAVCARE project discussed
above.

    General and administrative expenses increased 32% or $1.6 million, to $6.7
million for the quarter ended July 31, 1995 from $5.1 million for the prior
year first quarter.  The increase is primarily a function of the Company's
Commercial Managed Health Care initiatives and is due to: (1) increased
corporate compensation costs related to the hiring and retention of existing
and additional management personnel, and (2) increased travel and consulting
expenses related to commercial business development efforts.

    Operating income increased by $826,000 or 86% to $1.8 million for the
quarter ended July 31, 1995 from $1.0 million for the quarter ended July 31,
1994.  Operating margin increased to 3.9% from 2.2%.  This increase was
primarily due to the expanded gross profit margins, reduced by increased
general and administrative expenses.

    Interest expense decreased 36%, or $295,000, to $524,000 for the quarter
ended July 31, 1995 from $819,000 for the prior year first quarter.  This
decrease is primarily a function of the decrease in the Company's long-term
debt resulting from the sale of the Reston office building in July 1994, and
the sale of the remaining two outpatient surgery centers in September 1994.


<PAGE> 13
                   PHP HEALTHCARE CORPORATION AND SUBSIDIARIES

               MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF
                 OPERATIONS AND FINANCIAL CONDITION (continued)

    The effective income tax rates of 38% in fiscal 1996 and 30% in 1995
represent the combined federal and state income tax rates adjusted as
necessary.  The 1995 rate was lower than the 1996 rate due to the impact of
certain net operating loss carryforwards.


                         LIQUIDITY AND CAPITAL RESOURCES

    Typically, the Company's principal sources of funds are operations and bank
borrowings.

    During the quarter ended July 31, 1995 operations provided $4.4 million in
cash.  This represents an increase in cash provided by operations of $4.0
million compared with the $386,000 provided by operations in the prior year
quarter.  In general, the increase in cash provided by operations is primarily
due to an increase in net earnings of $834,000 and an increase in the claims
payable for the Company's HMO operations at its wholly-owned subsidiary, CHP,
resulting from a fluctuation in the timing of payments to providers.

    The Company's number of days revenue in average outstanding receivables was
48 days for the three months ended July 31, 1995, compared to 41 days for the
prior year quarter.  This increase is due to the difference between the payment
and revenue processes on the BCBSNJ project.
 
    The Company believes that the current cash equivalents, anticipated cash
flow generated by operations and expanded borrowing capabilities will be
sufficient for known future capital needs of the Company.  There may be,
however, further expansion opportunities which require additional external
financing and the Company may, from time to time, consider obtaining such funds
through the public or private issuance of equity or debt securities.
























<PAGE> 14
                   PHP HEALTHCARE CORPORATION AND SUBSIDIARIES

PART II - OTHER INFORMATION

Item 6.  Exhibits and Reports on Form 8-K

         a)  Exhibits

             11.0    Statement re: Computation of per share earnings for the
                     three months ended July 31, 1994 and 1995

         b)  Reports on Form 8-K

             None













































<PAGE> 15
                   PHP HEALTHCARE CORPORATION AND SUBSIDIARIES

                                   SIGNATURES

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 duly authorized.
                                        
                                          PHP HEALTHCARE CORPORATION
                                          -------------------------------------
                                          (Registrant)

                                          By: /s/ Anthony M. Picini
                                              ---------------------------------
                                              ANTHONY M. PICINI
                                              Senior Vice President of Finance
                                              and Chief Financial Officer

Date:  September 14, 1995








































<PAGE> 16
                   PHP HEALTHCARE CORPORATION AND SUBSIDIARIES

                                  EXHIBIT INDEX

Exhibit  Item
-------  ----------------------------------------------------------------------

11.0     Statement re: Computation of per share earnings for the three months
         ended July 31, 1994 and 1995



























































<PAGE> 17
                                                                     EXHIBIT 11
<TABLE>
                   PHP HEALTHCARE CORPORATION AND SUBSIDIARIES

                 STATEMENT RE: COMPUTATION OF PER SHARE EARNINGS
                         FOR THE QUARTER ENDED JULY 31,
<CAPTION>
                                                           1994         1995   
                                                        ----------   ----------
<S>                                                     <C>          <C>

Primary Earnings
     Net earnings. . . . . . . . . . . . . . . . . . .  $   91,000   $  925,000

Weighted average number of common shares 
     outstanding . . . . . . . . . . . . . . . . . . .   5,075,809    5,410,099

Add common share equivalents (determined using the 
     "treasury stock" method) representing shares 
     issuable upon exercise of stock options and
     warrants. . . . . . . . . . . . . . . . . . . . .      26,463      887,153
                                                        ----------   ----------

Weighted average number of shares used in calculation 
     of primary earnings per share . . . . . . . . . .   5,102,272    6,297,252
                                                        ==========   ==========

Primary earnings per common share. . . . . . . . . . .  $     0.02   $     0.15
                                                        ==========   ==========

Fully Diluted Earnings
     Net earnings. . . . . . . . . . . . . . . . . . .  $   91,000   $  925,000
     Net interest expense related to convertible 
       debt. . . . . . . . . . . . . . . . . . . . . .         ---        6,000
                                                        ----------   ----------
     Net earnings as adjusted. . . . . . . . . . . . .  $   91,000   $  931,000
                                                        ==========   ==========

Weighted average number of common shares 
     outstanding . . . . . . . . . . . . . . . . . . .   5,075,809    5,410,099

Add common share equivalents (determined using the 
     "treasury stock" method) representing shares 
     issuable upon exercise of stock options and
     warrants. . . . . . . . . . . . . . . . . . . . .      26,562      946,696

Assuming conversion of convertible debt. . . . . . . .         ---       55,555
                                                        ----------   ----------

Weighted average number of shares used in calculation 
     of fully diluted earnings per share . . . . . . .   5,102,371    6,412,350
                                                        ==========   ==========

Fully diluted earnings per common share. . . . . . . .  $     0.02   $     0.15
                                                        ==========   ==========


</TABLE>

<TABLE> <S> <C>


























































<ARTICLE>        5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
FINANCIAL STATEMENTS FOR PHP HEALTHCARE CORPORATION AND IS QUALIFIED IN ITS
ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<CIK>            0000803568
<NAME>           PHP HEALTHCARE CORPORATION
<MULTIPLIER>     1,000
       
<S>                             <C>
<PERIOD-TYPE>                   3-MOS
<FISCAL-YEAR-END>                          APR-30-1996
<PERIOD-START>                             MAY-01-1995
<PERIOD-END>                               JUL-31-1995
<CASH>                                           4,420
<SECURITIES>                                         0
<RECEIVABLES>                                   33,738
<ALLOWANCES>                                     2,038
<INVENTORY>                                      1,077
<CURRENT-ASSETS>                                43,467
<PP&E>                                          36,907
<DEPRECIATION>                                  13,854
<TOTAL-ASSETS>                                  74,468
<CURRENT-LIABILITIES>                           27,833
<BONDS>                                         23,955
<COMMON>                                            71
                                0
                                          0
<OTHER-SE>                                      27,920
<TOTAL-LIABILITY-AND-EQUITY>                    74,468
<SALES>                                              0
<TOTAL-REVENUES>                                46,171
<CGS>                                                0
<TOTAL-COSTS>                                   37,654
<OTHER-EXPENSES>                                     0
<LOSS-PROVISION>                                     0
<INTEREST-EXPENSE>                                 524
<INCOME-PRETAX>                                  1,492
<INCOME-TAX>                                       567
<INCOME-CONTINUING>                                925
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                       925
<EPS-PRIMARY>                                      .15
<EPS-DILUTED>                                        0
        



</TABLE>


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