PHC INC /MA/
10-Q/A, 2000-05-03
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                    U. S. SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                                  FORM 10-QSB/A

(Mark
One)

 |X| QUARTERLY  REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES  EXCHANGE ACT
     OF 1934 FOR THE QUARTERLY PERIOD ENDED DECEMBER 31, 1999.

  |_|  TRANSITION  REPORT  UNDER  SECTION  13  OR 15  (d)  OF  THE  SECURITIES
     EXCHANGE  ACT OF 1934 FOR THE  TRANSITION  PERIOD  FROM  ____________  TO
     -----------


 COMMISSION FILE NUMBER     0-22916
                           -----------


                                    PHC, INC.
        (EXACT NAME OF SMALL BUSINESS ISSUER AS SPECIFIED IN ITS CHARTER)

           Massachusetts                                        04-2601571
(STATE OR OTHER JURISDICTION OF                              (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION)                              IDENTIFICATION NO.)

200 Lake Street, Suite 102, Peabody MA                             01960
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)                        (ZIP CODE)

                                  978-536-2777
                           (ISSUER'S TELEPHONE NUMBER)

- -------------------------------------------------------------------------------
(FORMER  NAME,  FORMER  ADDRESS AND FORMER  FISCAL YEAR,  IF CHANGED  SINCE LAST
REPORT) Check  whether the issuer (1) filed all reports  required to be filed by
Section 13 or 15(d) of the  Exchange  Act during the past 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_ __

APPLICABLE ONLY TO CORPORATE ISSUERS
Number of shares  outstanding of each class of common equity, as of January 31,
2000:

      Class A Common Stock    5,760,438
      Class B Common Stock      727,170


TRANSITIONAL SMALL BUSINESS DISCLOSURE FORMAT
(Check one):
Yes______   No      X
               ------

                                       2
<PAGE>

                                   PHC, INC.

PART I.     FINANCIAL INFORMATION

     Item 1. Financial information is being amended to reflect the quarter ended
     December  1998  facility  closing  and  relocation  expenses  as  operating
     expenses as shown in the fiscal year end reports.

     Financial  information  is being  amended to separately  identify  deferred
     expenses  of the  closed  Quality  Care  Centers  of  Massachusetts,  Inc.,
     Franvale Nursing and Rehabilitation  Center,  which was previously included
     in other assets.

     Notes to the condensed consolidated financial statements are being expanded
     to include additional  disclosure  regarding amounts due from the unrelated
     Professional Corporation, Shliselberg Physicians Services, P.C.

     Notes to the condensed consolidated financial statements are being expanded
     to include the segment information disclosure required by SFAS 131.

Item 2.
           Management's  Discussion  and  Analysis or Plan of Operation is being
           amended to discuss the  increase  in other  assets and it's effect on
           future financial statements.





Signatures


                                       3
<PAGE>

PART I.  FINANCIAL INFORMATION
ITEM 1    FINANCIAL STATEMENTS
                      PHC INC. AND SUBSIDIARIES (UNAUDITED)
                           CONSOLIDATED BALANCE SHEETS
                                                      DEC. 31           JUNE 30
                                                      -------           -------
                                                        1999              1999
                                                        ----              ----
                  ASSETS
Current assets:
  Cash & Cash Equivalents                               $  25,034     $ 381,170
  Accounts receivable, net of allowance for bad
    debts of $3,398,687 at Dec. 31, 1999,
    $3,647,848 at June 30, 1999                         5,582,163     6,343,227
   Prepaid expenses                                       177,949       101,865
   Other receivables and advances                         234,924       334,155
   Deferred Income Tax Asset                              459,280       459,280
   Other Receivables, related party                        77,245        53,517
                                                          -------       -------
       Total current assets                             6,556,595     7,673,214
Accounts Receivable, noncurrent                           632,500       595,000
Other receivables, noncurrent, related party, net
  of allowance for doubtful accounts of $948,533 at
  Dec 31, 1999 and $782,000 at June 30, 1999            2,987,338     2,908,113
Other Receivable                                          106,152       109,165
Property and equipment, net                             1,425,081     1,483,319
Deferred income taxes                                     154,700       154,700
Deferred financing costs, net of amortization of
  $73,395 at Dec. 31, 1999 and $64,041 at June 30, 1999    35,713        45,067
Goodwill, net of accumulated amortization of
  $169,760 at Dec. 31, 1999 and $116,900 at June 30,
  1999                                                  1,708,215     1,761,075
Deferred costs related to discontinued operations         530,397       219,443
Other assets                                               99,462        78,338
                                                         ---------    ---------
     Total assets                                     $14,236,153   $15,027,434
                                                     ============   ===========
          LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
  Accounts payable                                     $1,812,022    $1,832,750
  Notes payable--related parties                          200,000       200,000
  Current maturities of long term debt                    795,170     1,286,318
  Revolving credit note                                 1,047,867     1,669,830
  Current portion of obligations under capital
    leases                                                118,292        60,815
  Accrued payroll, payroll taxes and benefits             314,505       333,955
  Accrued expenses and other liabilities                1,357,556     1,459,290
  Net current liabilities of discontinued
    operations                                          2,641,537     2,641,537
                                                        ---------    ----------
     Total current liabilities                          8,286,949     9,484,495
                                                        ----------    ---------
Long-term debt                                          2,614,409     1,730,230
Obligations under capital leases                          159,193        51,657
Convertible debentures                                    500,000       500,000
                                                        ----------    ---------
  Total noncurrent liabilities                          3,273,602     2,281,887
                                                        ----------    ---------
  Total liabilities                                    11,560,551    11,766,382

Stockholders' Equity:
  Preferred stock, $.01 par value; 1,000,000 shares
    authorized, 781 and 813 shares issued and
    outstanding Dec. 1999 and June 1999 respectively            8             8
  Class A common stock, $.01 par value; 20,000,000
    shares authorized, 5,749,642 and 5,612,930 shares
    issued Dec. 1999 and June 1999 respectively            57,496        56,129
  Class B common stock, $.01 par value; 2,000,000 shares
    authorized, 727,170 and 727,210 issued Dec. 99 and
    June 99 respectively, convertible into one share of
    Class A common stock                                    7,272         7,272
  Additional paid-in capital                           16,074,670    15,967,176
  Treasury stock, 2,776 shares at cost                    (12,122)      (12,122)
  Accumulated Deficit                                 (13,451,722)  (12,757,411)
                                                      ------------  ------------
  Total Stockholders' Equity                            2,675,602     3,261,052
                                                      ------------  ------------
      Total Liabilities and Stockholders' Equity      $14,236,153   $15,027,434
                                                      ------------  ------------

                 See Notes to Consolidated Financial Statements

                                       4
<PAGE>

                            PHC INC. AND SUBSIDIARIES
           CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)

                                 THREE MONTHS ENDED         SIX MONTHS ENDED
                                    DECEMBER 31               DECEMBER 31
                                    -----------               -----------
                                 1999        1998         1999        1998
                                         (as restated)           (as restated)
Revenues:
     Patient Care, net       $4,106,185   $4,315,192   $8,057,683    $8,791,930
   Management Fees              227,831      197,389      493,235       396,842
   Other                        154,735      237,769      320,642       472,873
                             ----------   ----------   ----------    ----------
       Total revenue          4,488,751    4,750,350    8,871,560     9,661,645
                             ----------   ----------   ----------    ----------
 Operating expenses:
   Patient care expenses      2,211,866    2,354,785    4,337,274     4,662,836
   Cost of management
     contracts                  105,860      130,847      217,766       259,012
   Provision for doubtful
     accounts                   630,036      788,130    1,068,388     1,144,320
   Website expenses             213,785           --      347,840          --
   Administrative expenses    1,848,759    2,253,577    3,477,268     4,159,494
                             ----------   ----------   ----------    ----------
     Total operating
       expenses               5,010,306    5,527,339    9,448,536    10,225,662
                             ----------   ----------   ----------    ----------
Loss from operations           (521,555)    (776,989)    (576,976)     (564,017)
                             ----------   ----------   ----------    ----------

Interest income                 101,735      129,366      198,176       238,748
Other income                     36,065       34,578      126,061        38,920
Interest expense               (194,410)    (460,122)    (385,278)     (772,434)

     Total other expenses       (56,510)    (296,178)     (61,041)     (494,766)

Loss before Provision for
   Taxes                       (578,165)  (1,073,167)    (638,017)   (1,058,783)
Provision for Income Taxes           --           --          100           911
                             ----------   ----------   ----------    ----------
Loss from Operations         $ (578,165) $(1,073,167)  $ (638,117)  $(1,059,694)
                             ----------   ----------   ----------    ----------
Dividends                       (43,733)     (15,265)     (56,196)      (29,809)
                             ----------   ----------   ----------    ----------
Loss applicable to common
  shareholders               $ (621,898) $(1,088,432)  $ (694,313)  $(1,089,503)

Basic and diluted (loss) per
  common share               $    (0.09) $     (0.19)  $    (0.11)  $     (0.19)

Basic and diluted weighted
  average number of shares
  outstanding                 6,380,958    5,896,659    6,359,254     5,778,239
                 See Notes to Consolidated Financial Statements

                                       5
<PAGE>
                            PHC INC. AND SUBSIDIARIES
           CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
                                                   FOR THE SIX MONTHS ENDED
                                                          DECEMBER 31
                                                       1999              1998
                                                       ----              ----
                                                                   (as restated)
Cash flows from operating activities:
  Net (loss)                                         $(638,117)     $(1,059,694)
  Adjustments to reconcile net income to net cash
    provided by (used in) operating activities:
  Depreciation and amortization                        163,444          161,421
  Compensatory stock options and stock and warrants
    issued for obligations                              67,797          143,738
  Changes in:
    Accounts Receivable                                722,855          519,722
    Prepaid expenses and other current assets          (76,084)        (179,597)
    Other assets                                      (332,078)         (14,760)
    Accounts payable                                   (20,728)         447,358
    Accrued expenses and other liabilities            (121,184)        (321,564)
                                                       ---------      ---------
Net cash used in operating activities                 (234,095)        (303,376)
                                                      ---------       ---------
Cash flows from investing activities:
  Acquisition of property and equipment                (53,313)        (123,227)
  Disposition of property, equipment and
    intangibles                                             --          341,929
                                                       --------        --------
Net cash provided by (used in) investing activities    (53,313)         218,702
                                                       --------        --------
Cash flows from financing activities:
  Revolving debt, net                                 (621,963)         (56,871)
  Net debt activity                                    558,044          (35,509)
  Deferred financing costs                                  --           (7,202)
  Preferred stock dividends paid                        (4,809)         (30,020)
  Convertible debt                                          --          500,000
                                                       --------        --------
Net cash provided by (used in) financing activities    (68,728)         370,398
                                                       --------        --------

NET INCREASE (DECREASE) IN CASH                       (356,136)         285,724
Beginning cash balance                                 381,170          227,077
                                                       --------        --------
ENDING CASH BALANCE                                     25,034          512,801
                                                       --------        --------
SUPPLEMENTAL CASH FLOW INFORMATION:
    Cash paid during the period for:
         Interest                                     $400,278         $562,046
         Income taxes                                   35,500           51,195

SUPPLEMENTAL DISCLOSURES OF NONCASH INVESTING AND
  FINANCING ACTIVITIES:
    Conversion of Preferred Stock to Common Stock      $50,000          $40,000
    Issuance of Preferred Stock in lieu of cash
      for Dividends due                                $18,000          $33,000
    Issuance of Common Stock in lieu of cash for
      for Dividends due                                $33,386          $     0

                 See Notes to Consolidated Financial Statements

                                       6
<PAGE>
                           PHC, INC. AND SUBSIDIARIES
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                DECEMBER 31, 1999

NOTE A - THE COMPANY

      PHC, Inc. (the "Company") is a national  health care company  specializing
in the treatment of substance abuse,  which includes alcohol and drug dependency
and related disorders, and in the provision of psychiatric services. The Company
currently  operates two substance  abuse  treatment  facilities:  Highland Ridge
Hospital,  located in Salt Lake City,  Utah; and Mount Regis Center,  located in
Salem,  Virginia,  near Roanoke and eight  psychiatric  facilities:  Harbor Oaks
Hospital,  a 64-bed  psychiatric  hospital  located in New Baltimore,  Michigan;
Harmony Healthcare,  a provider of outpatient  behavioral health services at two
locations in Las Vegas,  Nevada;  Total  Concept  EAP, a provider of  outpatient
behavioral health services in Shawnee Mission,  Kansas; and North Point-Pioneer,
Inc. ("NPP") which operates four outpatient  behavioral health centers under the
name Pioneer  Counseling  Center in the greater Detroit  metropolitan  area. The
Company also operates BSC-NY, Inc., which provides management and administrative
services to psychotherapy  and  psychological  practices in the greater New York
City metropolitan area. Through its subsidiary,  Behavioral Health Online, Inc.,
("BHO"),  the Company operates its web site,  Behavioralhealthonline.com,  which
offers  behavioral  health  education,  training and products for the behavioral
health professional.

      In June,  1998 the Company's sub acute  long-term care facility,  Franvale
Nursing and Rehabilitation  Center, in Braintree,  Massachusetts was closed in a
state  receivership  action which was  precipitated  when the Company caused the
owner of the Franvale facility, Quality Care Centers of Massachusetts,  Inc., to
institute a proceeding under Chapter 11 of the Federal  Bankruptcy Code. The net
assets and liabilities of this facility are shown as discontinued  operations in
the  accompanying  financial  statements.  The  liquidation  of the  assets  and
liabilities of Franvale may result in a non-cash  financial  statement gain. The
recognition  of any  gain  has  been  deferred  until  final  resolution  of all
contingent liabilities.

NOTE B - BASIS OF PRESENTATION

      The accompanying  unaudited condensed  consolidated  financial  statements
have been prepared in accordance  with the  instructions to Form 10-QSB and Item
310 of Regulation S-B.  Accordingly,  they do not include all of the information
and footnotes required by generally accepted accounting  principles for complete
financial statements. In the opinion of management,  all adjustments (consisting
only of normal recurring accruals)  considered necessary for a fair presentation
have been included. Operating results for the six months ended December 31, 1999
are not necessarily  indicative of the results that may be expected for the year
ending June 30, 2000. The accompanying  financial  statements  should be read in
conjunction  with  the June  30,  1999  consolidated  financial  statements  and
footnotes  thereto included in the Company's 10-KSB filed on October 13, 1999 as
amended on October 20, 1999 and November 29, 1999.

NOTE C - RESTATEMENT OF DECEMBER 31, 1998 FINANCIAL INFORMATION

   In  December  1998 the Company  issued  $500,000  in  convertible  debentures
together  with  25,000  warrants  and  105,000  warrants  in lieu  of  cash  for
professional  fees.  In error the value of these  warrants was not charged as an
expense  during the  period.  The Company  has  amended  the  December  31, 1998
financial  information to reflect the  Black-Scholes  value of these warrants as
additional expense of $69,357.

   During the December 31, 1998 quarter the Company  issued shares to the former
owners of BSC in a price  guarantee  agreement.  The value of these  shares  was
incorrectly  recorded as acquisition price at the time of issuance.  The Company
has amended the December 31, 1998 financial information to expense approximately
$92,000 in increased expenses related to this transaction.

                                       7
<PAGE>

   The Company  also  amended the December  31, 1998  financial  information  to
reverse the recognition of part of the gain related to the liquidation of assets
of Quality Care Centers of  Massachusetts,  Inc.  having  determined that it was
more appropriate to defer  recognition of any gain until final resolution of all
contingent  liabilities.  The accompanying balance sheet includes  approximately
$2,600,000 in current  liabilities and $530,000 in deferred  expenses related to
the closing of the Quality Care Centers of Massachusetts facility, Franvale. The
deferred expenses are from various  litigations  brought against the subsidiary,
which  except for the  Massachusetts  litigation,  have been settled and related
legal costs.  The Company  anticipates  that the final case  pending,  which was
filed by the State of  Massachusetts,  will result in  additional  costs of less
than the reserves available when all cases are settled.  Based on existing facts
and conditions we anticipate  that the elimination of this liability will result
in a non-cash gain and a substantial  increase in net worth. (See "Part II, Item
1,  Legal  Proceedings"  for  details  regarding  the case filed by the State of
Massachusetts)

Note D - Receivable due from unrelated Professional Corporation

     On November 1, 1996,  BSC-NY,  Inc. ("BSC"),  merged with Behavioral Stress
Centers,  Inc.,  a  provider  of  management  and  administrative   services  to
psychotherapy  and  psychological   practices  in  the  greater  New  York  City
Metropolitan  Area. In connection  with the merger,  the Company  issued 150,000
shares of PHC,  Inc.  Class A common  stock to the former  owners of  Behavioral
Stress  Centers,  Inc. Also, in connection  with the merger,  another entity was
formed,  Shliselberg Physician Services,  P.C. formerly Perlow Physicians,  P.C.
("Shliselberg"),  to acquire  the assets of the  medical  practices  theretofore
serviced by Behavioral  Health Centers,  Inc.. The Company advanced  Shliselberg
the funds to acquire those assets and at December 31, 1999  Shliselberg owed the
Company $3,935,871 which includes in addition to acquisition  costs,  management
fees of  approximately  $2,090,735 and interest on the advances of approximately
$765,921.  During  fiscal 1998 the Company  established  a reserve  against this
receivable  in the amount of  $382,000.  The  Company  increased  the reserve to
$782,000 in the fiscal year ended June 30, 1999 and to $948,533 through December
31, 1999. It is expected that collections will be received over the next several
years and  accordingly,  these amounts have been  classified as noncurrent.  The
Company has no ownership interest in Shliselberg.

Note E - Business Segment Information

     The Company's nine operating business units have separate  management teams
and  infrastructures  that offer behavioral  health treatment  through different
delivery  systems as  presented  in Note A above.  As allowed  by  Statement  of
Financial  Accounting  Standards  131,  Harbor  Oaks  Hospital,  Highland  Ridge
Hospital,  Harmony Healthcare,  North Point-Pioneer,  Mount Regis Center, BSC-NY
and Total Concept have been aggregated. None of the other operating units of the
Company  exceed the  quantitative  thresholds  of the  Standard  for  separately
reporting  segment  information.   Accordingly  the  following   information  is
presented as required by SFAS 131:

                                   AGGREGATED       ALL
                                    SEGMENTS       OTHERS         TOTAL
   FOR THE SIX MONTHS ENDED
     DECEMBER 31, 1999
   REVENUES                       $8,490,918      $380,642      $8,871,560
   SEGMENT PROFIT (LOSS)            (898,308)      260,191        (638,117)
   TOTAL ASSETS                   12,531,345     1,704,808      14,236,153
   DEPRECIATION & AMORTIZATION       134,080        29,364         163,444

   FOR THE SIX MONTHS ENDED
     DECEMBER 31, 1998
   REVENUES                      $ 8,599,565    $1,062,080      $9,661,645
   SEGMENT PROFIT (LOSS)            (963,273)      (96,421)     (1,059,694)
   TOTAL ASSETS                   14,030,690     2,608,224      16,638,914
   DEPRECIATION & AMORTIZATION       124,512        36,909         161,421

                                       8
<PAGE>

ITEM 2.     MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

                           PHC, INC. AND SUBSIDIARIES
                     MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                  FINANCIAL CONDITION AND RESULTS OF OPERATIONS

RESULTS OF OPERATIONS

      During the quarter  ended  December 31, 1999,  we  experienced a loss from
operations of $578,165.  Of this loss $217,225 is  attributable  to the start-up
operations of  Behavioralhealthonline.com  and the additional $360,940 is due to
the seasonal decline in census in our inpatient facilities.  Seasonal decline is
attributable to the number of holidays in the quarter ending in December and our
patient's reluctance to be away from home during these holidays.

      Net patient care revenue decreased 4.8% to $4,106,185 for the three months
ended December 31, 1999 from  $4,315,192 for the three months ended December 31,
1998 and 8.4% to  $8,057,683  for the six months  ended  December  31, 1999 from
$8,791,930 for the six months ended December 31, 1998.  This decrease in revenue
is  primarily  due to the closing of the  Virginia  outpatient  operations,  the
seasonal decline in census in our inpatient  facilities as referred to above and
a change in payor mix at our Utah  facility.  The trend of lower census has been
reversed in the  current  quarter.  Our census for the month of January  2000 is
higher  than  the  census  for  January   1999  and   reflects  an  increase  of
approximately  45% over the census for  December  1999.  This higher  census has
continued into February and we expect will result in increased profitability.

      Patient care expenses  decreased  6.1% to $2,211,866  for the three months
ended December 31, 1999 from  $2,354,785 for the three months ended December 31,
1998 and 7.0% to  $4,337,274  for the six months  ended  December  31, 1999 from
$4,662,836 for the six months ended December 31, 1998. This decrease in expenses
is a result  of the  closing  of the  Virginia  clinics,  continued  operational
changes at all  subsidiaries  and expected  decreases  related to the decline in
revenues.  Administrative  expenses  decreased  3.3% to $1,848,759 for the three
months  ended  December  31, 1999 from  $1,911,648  for the three  months  ended
December 31, 1998 and 8.9% to $3,477,268  for the six months ended  December 31,
1999 from  $3,817,565  for the six months ended  December 31, 1998. The December
31,  1998  Administrative  expenses  used for  comparison  exclude  $341,929  in
facility  relocation and closing costs.  Administrative  expense  decreases were
primarily a result of the closing of the Virginia clinics. This current level of
administrative expenses is expected to be the new normal level since the results
of the streamlining of operations has been fully affected.

      Website  expenses  include all costs relevant to the  development  and the
operations  of  the  Behavioralhealthonline.com   website.  These  expenses  are
expected to continue to increase  while the site is in development  stages.  The
site is not expected to produce revenues until the final quarter of fiscal 2000.
We are currently pursuing equity financing for the site development.

      We continue to view  receivables  most  conservatively  by maintaining the
ratio of reserves for bad debt to receivables at approximately  35%. This amount
is based on the current age of accounts  receivable  and is expected to decrease
as our more  aggressive  collection  practices  decrease  the number of days our
patient receivables remain unpaid.

     During the six months ended  December 31, 1999 we increased  deferred costs
related  to  discontinued  operations  by  $310,954  to  $530,397.  These  costs
represent  additional  legal fees paid and  accrued  as a result of the  ongoing
Quality Care Centers of Massachusetts litigation and investigation.  This amount
will be offset by this discontinued  segments liabilities of $2,641,537 when the
bankruptcy proceedings of that subsidiary have been finalized.

      We also  increased  other asset by 26% to $99,462 as of December 31, 1999.
This is directly  related to increases in deposits on expanded  leased  property
and deferred costs related to equity financing for Behavioralhealthonline.com.

                                       9
<PAGE>

LIQUIDITY AND CAPITAL RESOURCES

      A significant  factor in the liquidity and cash flow of the Company is the
timely  collection  of its accounts  receivable.  Net accounts  receivable  from
patient care  decreased  during the six months ended December 31, 1999 by 10.4%,
approximately  $720,000.  This is a result of increased  collection activity and
more  aggressive bad debt write offs. The Company  continues to closely  monitor
its accounts receivable balances and is working to reduce amounts due consistent
with growth in revenues.

      During the quarter  ended  December 31, 1999 the Company met its cash flow
needs through ongoing accounts receivable  financing and through debt and equity
transactions as follows:

 DATE  TRANSACTION TYPE  NUMBER   PROCEEDS    MATURITY     TERMS        STATUS
                          OF                    DATE
                          SHARES

 10/99 Warrants issued    37,500         0   07/05/2004   exercise   outstanding
       for                                                price
       investment                                         $1.45
       banking
       services
       including
       assisting in
       identifying
       potential
       equity
       investors for
       Behavioral
       Health Online,
       Inc.

 11/99 Revolving term       0     $979,000   11/30/2001   prime plus outstanding
       Note maximum               ($579,000               5% annual
       advance                    paid off                interest rate
       $1,000,000.                existing                plus 1%
       Secured by a               debt                    annual
       Restated                   and                     commitment
       Mortgage on the            $400,000                fee
       Michigan                   advanced
       property and               for
       Guarantees of              working
       the Parent                 capital)
       Company and its
       Chief Executive
       Officer.

     We utilize our accounts receivable funding facilities to the maximum extent
available to meet current cash needs and sustain existing  operations.  Although
our existing  operations  are  operating at a profit,  expenses  incurred by our
non-revenue  producing start-up Company,  Behavioral Health Online,  Inc., cause
negative cash flow from operations and create the need for additional financing.
We are currently  aggressively  pursuing financing for our website operations to
help relieve the strain on cash flow from our behavioral health  facilities.  If
financing  for our  website  operations  does not become  available  in the near
future or should our existing operations result in unanticipated  losses, we may
be required to borrow funds on less favorable  terms than have been available in
the past.


YEAR 2000 COMPLIANCE

      The  required  modifications  to  the  Company's  billing  and  receivable
software were  completed in a timely manner to preclude  major problems with the
change  over to the  eight-digit  date on January 1, 2000.  Some minor  problems
arose in the area of reporting,  which were  immediately  corrected  without any
major delays in work progress.

      We did not  experience  any  stoppage  or delays in receipt  of  essential
products  nor were there any year 2000  equipment  problems  or utility  service
interruptions.

      In our efforts to protect against any adverse  situations arising from the
change over to the year 2000, the Company expended approximately $55,000.

                                       10
<PAGE>

     Signatures

     In accordance  with the  requirements  of the Exchange Act, the  registrant
caused this report to be signed on its behalf by the undersigned  thereunto duly
authorized.


                                          PHC, Inc.
                                          Registrant


Date: May 2, 2000                         /s/ Bruce A. Shear
                                              Bruce A. Shear
                                              President
                                              Chief Executive Officer




Date: May 2, 2000                         /s/ Paula C. Wurts
                                              Paula C. Wurts
                                              Controller
                                              Assistant Treasurer


                                       11
<PAGE>


<TABLE> <S> <C>

<ARTICLE>      5
<LEGEND>

This schedule  contains  financial  information  extracted from the consolidated
balance  sheet and the  consolidated  statement  of income  filed as part of the
report on Form 10-QSB and is  qualified  in its  entirety by  reference  to such
report on Form 10-QSB.
</LEGEND>

<CIK>                               0000915127
<NAME>                              PHC, Inc.
<MULTIPLIER>                        1
<CURRENCY>                          US

<S>                                <C>
<PERIOD-TYPE>                       6-MOS
<FISCAL-YEAR-END>                   JUN-30-2000
<PERIOD-START>                      JUL-1-1999
<PERIOD-END>                        DEC-31-1999
<EXCHANGE-RATE>                     1.000
<CASH>                              25,034
<SECURITIES>                        0
<RECEIVABLES>                       9,613,350
<ALLOWANCES>                        3,398,687
<INVENTORY>                         0
<CURRENT-ASSETS>                    6,556,595
<PP&E>                              2,531,407
<DEPRECIATION>                      1,106,326
<TOTAL-ASSETS>                      14,236,153
<CURRENT-LIABILITIES>               8,286,949
<BONDS>                             0
               0
                         8
<COMMON>                            64,768
<OTHER-SE>                          2,610,826
<TOTAL-LIABILITY-AND-EQUITY>        14,236,153
<SALES>                             0
<TOTAL-REVENUES>                    8,871,560
<CGS>                               0
<TOTAL-COSTS>                       9,448,536
<OTHER-EXPENSES>                    385,278
<LOSS-PROVISION>                    1,068,388
<INTEREST-EXPENSE>                  385,278
<INCOME-PRETAX>                     (638,017)
<INCOME-TAX>                        100
<INCOME-CONTINUING>                 (638,117)
<DISCONTINUED>                      0
         <EXTRAORDINARY>            0
<CHANGES>                           0
<NET-INCOME>                        (638,117)
<EPS-BASIC>                         (.11)
<EPS-DILUTED>                       (.11)



</TABLE>


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