PHC INC /MA/
NT 10-K, 1997-09-29
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                               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, 1997

      [  ]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
drescribed  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         (978)                   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 29, 1997            By: Paula C. Wurts__________________________
                                   Controller, Assistant Treasurer,
                                   Assistant Clerk


<PAGE>


                                  PRESS RELEASE
FOR IMMEDIATE RELEASE
                                    Contact:  Bruce A. Shear,  President
                                              PHC, Inc.  (508) 536-2777

           PHC, INC.REPORTS RECORD INCREASE IN CORE BUSINESS REVENUES
                     FOR THE FISCAL YEAR ENDED JUNE 30, 1997

PEABODY,   MA,  September  29,  1997  -  PHC,  Inc.,  dba  Pioneer   Healthcare,
(NASDAQ...PIHC)  today announced  record revenues for the Fiscal Year Ended June
30, 1997. Revenues were $27,234,372  compared to $21,802,758 for the Fiscal Year
ended  June 30, 1996, a 25% increase. Pioneer reported a net loss of $2,839,664
or 87 cents per share  compared  to a net loss of $585,315 or 22 cents per share
for the  Fiscal  Year  ended  June  30,  1996.  The  Company's  core  behavioral
healthcare business reported record revenues of $21,927,655 compared to revenues
of $16,758,836 for the Fiscal Year ended June 30, 1996, a 31% increase.

In commenting on this year's results,  Mr. Shear stated,  "Pioneer's  behavioral
healthcare  business  has  expanded  significantly  in this fiscal year with new
contracts  signed in the railroad and gaming  industries,  reflecting its safety
sensitive  industry  focused  strategy.  The  continued  expansion of outpatient
services as well as the Company's new contract with FHP establishes Pioneer as a
recognized leader in the behavioral  healthcare industry." Shear further stated,
"Our growth and our future is focused in the behavioral  healthcare industry. By
identifying industry niches of need and cultivating key relationships with these
sectors,  we can leverage our strategies  and play a dominate role.  This is the
strategy that will best serve our shareholders."

"Pioneer also adopted a tougher  approach to its accounts  receivable  allowance
reserves.  The  environment  we  operate  in today  makes  collections  of older
receivables more difficult than in previous years. Accordingly,  we are adopting
a more  stringent  reserve  policy  going  forward as well as  instituting  more
aggressive collection techniques."

Shear  further  stated,  "The Fiscal Year ended June 30, 1997 loss was primarily
related  to its long  term care  facility,  Franvale  Nursing  &  Rehabilitation
Center.  The loss at Franvale was  $2,318,756.  The operation has now stabilized
and is approaching  profitability  with occupancy  levels at a six month high. A
new  management  team is in  place  and  marketing  efforts  have  begun to show
positive results.  As previously reported Pioneer continues to look for the best
strategic alternative for Franvale.z"

Pioneer Healthcare's core business provides inpatient and outpatient  behavioral
healthcare  services.  Pioneer  contracts with national  insurance  companies in
addition to major  transportation and gaming companies who have selected them to
provide behavioral health services.

This press release may include  forward-looking  statements  about the Company's
revenues and earnings and future plans and  objectives.  Any such statements are
subject to risks and  uncertainties  that could cause the actual results to vary
materially. These risks are discussed in the Company's Report on Form 10-KSB for
the year  ended  June 30,  1996 and  filed  with  the  Securities  and  Exchange
Commission on October 4, 1996.

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.

                     ** SEE FINANCIAL HIGHLIGHTS ATTACHED **

<PAGE>





                            PHC INC. AND SUBSIDIARIES
                             CONDENSED BALANCE SHEET

 

                                             June 30        June 30
                                          -----------      ----------
                                              1997            1996
                                          -----------      ----------
                                          (Fiscal Year    (Fiscal Year
                                              End)            End)
ASSETS
Total current assets....................    12,786,954     10,001,286
Total Assets............................   $27,860,809    $20,817,217
                                          =============  =============

LIABILITIES AND STOCKHOLDERS' EQUITY
Total current liabilities...............     7,998,040      5,129,897

Total Liabilities.......................    22,136,228    $14,400,028

Total Stockholders'Equity...............     5,724,581     $6,417,189

Total Liabilities and Stockholders
Equity..................................   $27,860,809    $20,817,217
                                          =============  =============


                                  HIGHLIGHTS OF
                 CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

                                            FOR THE FISCAL YEAR ENDED
                                             June 30         June 30
                                           -----------      ----------
                                               1997            1996
                                           -----------      ----------
Total Revenue...........................    27,234,372     21,802,758

(Loss) From Operations..................    (1,266,518)       (42,834)

NET (LOSS)..............................    (2,839,664)      (585,315)

(Loss) Per Share:
 (Loss) per Share from Operations              (.39)          (.02)
  NET (LOSS)per Share                          (.87)          (.22)

Weighted Average Number of Shares            3,270,175      2,709,504
Outstanding



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