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, 1999
[ ] 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, 1999 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 POSITIVE OPERATING
RESULTS FOR THE FISCAL YEAR ENDED JUNE 30, 1999
PEABODY, MA, September 28, 1999 - PHC, Inc., dba Pioneer Behavioral Health,
(NASDAQ...PIHC) today announced results for its on-going core operations for the
Fiscal Year ended June 30, 1999. Revenues were $18,601,808 compared to revenues
for the Fiscal Year ended June 30, 1998 of $18,939,101. Income from continuing
operations prior to interest, taxes, depreciation, and amortization, was
$845,747 compared to a loss of $505,422 for Fiscal Year Ended June 30, 1998. The
results of the fiscal year ended June 30, 1998 have been resated to reflect some
minor adjustments.
In commenting on the results, Bruce A. Shear, President, stated, "The continued
refocusing of our core business operations has markedly improved Pioneer. As
previously reported, our emphasis in this last Fiscal Year was to refocus the
Company on its core behavioral health business and return the Company to
profitability from an operations standpoint. We have accomplished both of these
goals." Income from continuing operations before interest, taxes, depreciation,
and amortization was $318,696 for the quarter ended June 30, 1999 compared to a
loss of $1,356,812 for the quarter ended June 30, 1998.
Mr. Shear further stated, "We have signed many new contracts in the gaming and
transportation industries and have kicked off our most exciting new venture,
BehavioralHealthOnLine.com. BehavioralHealthOnLine.com's mission is to become
the worldwide leader in providing behavioral health services over the internet."
The goals for this current Fiscal Year are to further enhance shareholder value
by improving the profitability of our core behavioral health business and fully
operationalizing BehavioralHealthOnLine.com.
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
engaged the Company to provide behavioral health services. Pioneer also owns and
operates BehavioralHealthOnLine.com, a leading provider of behavioral health
services over the internet.
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 years ended June 30, 1996, June 30, 1997 and June 30, 1998 filed with the
Securities and Exchange Commission on October 4, 1996, October 14, 1997, and
October 13, 1998 respectively.
** SEE FINANCIAL HIGHLIGHTS ATTACHED **
<PAGE>
PHC, INC. AND SUBSIDIARIES
CONDENSED BALANCE SHEET
June 30 June 30
1999 1998
(Fiscal Year End)
ASSETS
Total current assets....................... 7,673,214 8,532,173
Total Assets............................... $14,916,748 $16,952,350
___________ ___________
LIABILITIES AND STOCKHOLDERS' EQUITY
Total current liabilities.................. 8,196,359 8,330,177
Total Liabilities and Stockholders'
Equity.................................... $14,916,748 $16,952,350
___________ ___________
HIGHLIGHTS OF
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
FOR THE FISCAL YEAR ENDED
June 30 June 30
1999 1998
Total Revenue.............................. 19,139,496 21,246,189
Net Income (Loss) from Continuing Operations
before Interest, Taxes, Depreciation and
Amortization............................... 845,747 (505,422)
Basic Earnings (Loss) Per Share from Continuing
Operations before Interest, Taxes, Depreciation
and Amortization........................... .14 (.10)
Weighted Average Number of Shares
Outstanding................................ 6,008,263 5,237,168
NOTE TO EDITORS: Pioneers 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 1-800-469-1254
(2)
