Form12b-25
[As last amended in Release No. 34-35113, December 19,1994, 59 F.R.
67752.]
U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 12b-25
NOTIFICATION OF LATE FILING
(Check One)
[ X] Form 10-K [ ] Form 20-F [ ] Form 11-K [ ]
Form 10-Q [ ] Form N-SAR
For Period Ended: ___June 30, 1996 [ ]Transition Report on Form 10-K
[ Transition Report on Form 20-F [ ]Transition Report on Form 11-K
[ ]Transition Report on Form 10-Q [ ]Transition Report on Form N-SAR
For the Transition Period Ended:
READ ATTACHED INSTRUCTION SHEET BEFORE PREPARING FORM. PLEASE
PRINT OR TYPE.
Nothing in this form shall be construed to imply that the Commission has
verified any information contained herein.
If the notification relates to a portion of the filing checked above,
identify the Item(s) to which the notification relates:
Part I - Registrant Information
Full Name of Registrant
PHC,Inc.
Former Name if Applicable N/A
200 Lake Street, Suite 102
Address of Principal Executive Office ( Street and number)
Peabody, Massachusetts 01960
City, State and Zip Code
Part II - Rules 12b-25 (b) and (c)
If the subject report could not be filed without unreasonable effort or expense
and the registrant seeks relief pursuant to Rule 12b-25(b), the following should
be completed. (Check box if appropriate)
(a) The reasons described in reasonable detail in Part III of this
form could not be eliminated without unreasonable effort or expense;
(b) The subject annual report, semi-annual report, transition report on
Form 10-K, Form 20-F, 11-K or Form N-SAR, or portion thereof will be filed on or
before the fifteenth calendar day following the prescribed due date; or the
subject quarterly report or transition report on Form 10-Q, or portion thereof
will be filed on or before the fifth calendar day following the prescribed due
date; and
(c)The accountant's statement or other exhibit required by Rule
12b-25(c) has been attached if applicable.
Part III - Narrative
State below in reasonable detail the reasons why Form 10-K, 20-F, 11-K, 10-Q,
N-SAR or the transition report or portion thereof could not be filed within the
prescribed time period.
Audited Financial Statements are unavailable. (Attach Extra Sheets if
Needed)
Part - IV Other Information
(1) Name and telephone number of person to contact in regard to this
notification.
Paula C. Wurts (508) 536-2777
(Name) (Area Code) (Telephone Number)
(2) Have all other periodic reports required under section 13 or 15(d) of the
Securities Exchange Act of 1934 or section 30 of the Investment Company Act of
1940 during the preceding 12 months or for such shorter period that the
registrant was required to file such report(s) been filed? If the answer is no,
identify report(s).
[ X ]Yes [ ] No
(3) Is it anticipated that any significant change in results of operations
from the corresponding period for the last fiscal year will be reflected by the
earnings statements to be included in the subject report or portion thereof?
[ X ]Yes [ ] No
See attached press release.
If so: attach an explanation of the anticipated change, both narratively and
quantitatively, and, if appropriate, state the reasons why a reasonable estimate
of the results cannot be made.
PHC, Inc.
has caused this notification to be signed on its behalf by the
undersigned thereunto duly authorized.
Date September 27, 1996 By /s/ Paula C. Wurts
Controller, Assistant Treasurer, Assistant Clerk
INSTRUCTION: The form may be signed by an executive officer of the registrant or
by any other duly authorized representative. The name and title of the person
signing the form shall be typed or printed beneath the signature. If the
statement is signed-on behalf of the registrant by an authorized representative
(other than an executive officer), evidence of the representative's authority to
sign on behalf of the registrant shall be filed with the form.
ATTENTION
Intentional misstatements or omissions of fact constitute Federal
Criminal Violations (See 18 U.S.C. 1001).
GENERAL INSTRUCTIONS
1. This form is required by Rule 12b-25 (17 CFR 240, 12b.25) of the General
Rules and Regulations under the Securities Exchange Act of 1934.
2. One signed original and four conformed copies of this form and amendments
thereto must be completed and filed with the Securities and Exchange Commission,
Washington, D.C. 20549, in accordance with Rule 0-3 of the General Rules and
Regulations under the Act. The information contained in or filed with the Form
will be made a matter of the public record in the Commission files.
3. A manually signed copy of the form and amendments thereto shall be filed with
each national securities exchange on which any class of securities of the
registrant is registered.
4. Amendments to the notifications must also be filed on Form 12b-25 but need
not restate information that has been correctly furnished. The form shall be
clearly identified as an amended notification.
5. Electronic Filers. This form shall not be used by electronic filers unable to
timely file a report solely due to electronic difficulties. Filers unable to
submit a report within the time period prescribed due to difficulties in
electronic filing should comply with either Rule 201 or Rule 202 of Regulation
S-T ( 232.201 or 232.202 of this chapter) or apply for an adjustment in filing
date pursuant to Rule 13(b) of Regulation S-T ( 232.13(b) of this chapter).
<PAGE>
PRESS RELEASE
FOR IMMEDIATE RELEASE: CONTACT: BRUCE A. SHEAR, PRESIDENT
PHC, INC. (508)
536-2777
PHC, INC. REPORTS
32% INCREASE IN REVENUES FOR FISCAL YEAR ENDED JUNE 30, 1996
AND COMPLETION OF ACQUISITIONS
PEABODY, MA (September 27, 1996) PHC, Inc., dba PIONEER HEALTHCARE, (NASDAQ:
PIHC) today announced financial results for its fiscal year ended June 30, 1996.
Revenue for the year was $21,802,758, a record for the Company. For the fiscal
year ended June 30, 1995, revenues were $16,536,618.
Pioneer Healthcare also announced the completion of the previously announced
acquisition of psychiatric outpatient clinics in the Detroit area known as North
Point. In addition, the Company announced that it had also acquired three
additional psychiatric clinics in the Detroit area. The Company intends to merge
certain of these clinics which will result in the operation of six comprehensive
outpatient behavioral care clinics strategically located throughout metropolitan
Detroit.
Operating results for the year resulted in a loss of $585,315 compared to
earnings of $268,671 for fiscal year ended June 30, 1995. The loss of 21 cents
per share compared to a profit of 11 cents per share for the prior fiscal year.
The loss from operations resulted primarily from the longer than anticipated
time needed to increase occupancy at the Company's new long-term subacute
facility (Franvale Nursing and Rehabilitation Center) and start up expenses for
new acquisitions.
Bruce A. Shear, President, announced that, "Occupancy levels at our long term
care facility are now in excess of 90% and that the acquisitions completed are
on schedule to contribute to this year's performance." The Company continues to
seek acquisition opportunities to expand its current operations. Mr. Shear
further stated that the Company's policy of acquiring facilities complementary
to its long term growth plan continues to play an active role in the Company's
plans for the current fiscal year.
Pioneer Healthcare provides inpatient and outpatient alcohol, drug treatment,
and psychiatric care. It also provides long-term/sub-acute services through its
subsidiary, Franvale Nursing and Rehabilitation Center, in Braintree MA.
(See Financial Highlights attached)
NOTE TO EDITORS: PIONEER HEALTHCARE'S PRESS RELEASES ARE AVAILABLE AT NO CHARGE
THROUGH PR NEWSWIRE'S COMPANY NEWS ON-CALL FAX SERVICE. FOR A MENU OF PIONEER
HEALTHCARE'S PRESS RELEASES OR TO RETRIEVE A SPECIFIC RELEASE, CALL
800-758-5804, EXTENSION 105159.
<PAGE>
PRESS RELEASE
September 27, 1996
PAGE 2 of 2
PHC INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
AT THE FISCAL YEAR
June 30 June 30
1996 1995
ASSETS
Total current assets $10,001,286 7,059,308
Total Assets 20,817,217 15,415,385
========== ==========
LIABILITIES AND STOCKHOLDERS' EQUITY
Total current liabilities 5,129,897 3,708,837
Total liabilities 14,400,028 10,954,845
Total Stockholders' Equity 6,417,189 4,460,540
Total Liabilities and Stockholders Equity 20,817,217 15,415,385
========== ==========
HIGHLIGHTS OF
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
FOR THE FISCAL YEAR ENDED
June 30 June 30
1996 1995
Total Revenue $21,802,758 $16,536,618
Income from Operations (42,834) 915,169
NET INCOME (LOSS) (585,315) 268,671
Earnings (Loss) per Share:
Income (Loss) from Operations (.02) .38
NET INCOME (LOSS) (.21) .11
Weighted Number of Shares Outstanding 2,709,504 2,403,457
