Form 12b-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, 1998
[ ] 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:
_______________________________________________________________________________
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;
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(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 described 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 28, 1998 By: /s/ Paula C. Wurts
Controller,
Assistant Treasurer,
Assistant Clerk
<PAGE>
PRESS RELEASE
FOR IMMEDIATE RELEASE
Contact: Bruce A. Shear, President
PHC, Inc. (978) 536-2777
PHC, INC. REPORTS ANTICIPATED RETURN TO PROFITABILITY
FOR THE FIRST QUARTER AND
RESULTS FOR THE FISCAL YEAR ENDED JUNE 30, 1998
PEABODY, MA, September 28, 1998 - PHC, Inc., dba Pioneer Behavioral Health,
(NASDAQ...PIHC) today announced results for its on-going core behavioral
healthcare business for the Fiscal Year ended June 30, 1998. Revenues were
$19,902,453 compared to revenues for the Fiscal Year ended June 30, 1997 of
$20,169,892. Bruce A. Shear, President, stated, "These results were in line
with previous expectations." The loss from continuing core business
operations prior to depreciation, amortization, and interest was
approximately $600,000. In addition Pioneer Behavioral Health reported that
the Company returned to profitability for the month of August, 1998 and
anticipates profitability for the full quarter ending September 30, 1998.
The results of operations included continued increased reserves for bad
debts. The Company's collections efforts have additionally begun to see
positive results that should mitigate the need for increased reserves in the
future.
Mr. Shear further stated, "This fiscal year was clearly a year of transition
that brought us back to being an exclusive behavioral healthcare provider.
The anticipated return to profitability as well as the number of new
contracts signed should make for an exciting year for our Company. We have
worked very hard to get the Company to this point and we look forward to a
year that will enhance shareholder value and reinforce investor confidence."
Pioneer Behavioral Health'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's press releases are available at no charge through
Business Wire's News On Demand fax service. For a menu of Pioneer's press
releases or to retrieve a specific release, call 800-469-1254.
** SEE FINANCIAL HIGHLIGHTS ATTACHED **
<PAGE>
PHC INC. AND SUBSIDIARIES
CONDENSED BALANCE SHEET
June 30 June 30
1998 1997
(Fiscal Year
End)
ASSETS
Total current assets....................... 9,289,943 11,101,843
Total Assets............................... $17,099,968 $20,423,176
___________ ___________
LIABILITIES AND STOCKHOLDERS' EQUITY
Total current liabilities.................. 8,330,177 6,338,883
Total Liabilities.......................... 12,683,156 14,698,595
Total Stockholders' Equity................. 4,416,812 5,724,581
Total Liabilities and Stockholders
Equity.................................... $17,099,968 $20,423,176
___________ ___________
HIGHLIGHTS OF
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
FOR THE FISCAL YEAR ENDED
June 30 June 30
1998 1997
Total Revenue.............................. 21,246,189 21,927,655
NET (LOSS including discontinued
operations)................................ (6,232,214) (2,839,664)
Basic (Loss) Per Share..................... (1.19) (.87)
Weighted Average Number of Shares
Outstanding................................ 5,237,168 3,270,175
(2)
