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, 2000
[ ] 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:
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Nothing in this form shall be construed to imply that the Commission has
verified any information contained herein.
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If the notification relates to a portion of the filing checked above,
identify the Item(s) to which the notification relates:
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Part I - Registrant Information
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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
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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. See attached press release.
Part - IV Other Information
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(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, 2000 By: /s/ Paula C. Wurts
Controller,
Treasurer,
Assistant Clerk
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PRESS RELEASE
FOR IMMEDIATE RELEASE Contact: Bruce A. Shear, President
PHC, Inc. (978) 536-2777
PHC, INC. REPORTS HIGHER OPERATING INCOME AND REVENUE GROWTH
FOR THE FISCAL YEAR ENDED JUNE 30, 2000
PEABODY, MA, September 28, 2000 - PHC, Inc., dba Pioneer Behavioral Health
(NASDAQ...PIHC) a leading provider of inpatient and outpatient behavioral health
services, today reported results for the Fiscal Year Ended June 30, 2000.
Income from operations prior to interest, taxes, depreciation, amortization and
Internet expenses rose to $1,139,318 for the Fiscal Year ended June 30, 2000
from $932,660 for the prior year. Revenue for the year rose to $20,378,760 from
$19,139,496 for the Fiscal Year ended June 30, 1999, a 6.5% increase.
Commenting on the results, Bruce A. Shear, President, stated, "We have reached
another milestone, which was a return to profitability from our core business,
and our operating income was the highest in six years. Income from operations
prior to our Internet company expenses was $749,314 for the Fiscal Year Ended
June 30, 2000 compared to a loss of $542,175 for the prior year, an increase of
$1,291,489. On a consolidated basis, PHC, Inc. reported a net loss of
$1,577,145. Included in this net loss are expenses from our Wellplace.com
Internet subsidiary of $520,463 and $964,474 for dividends on preferred stock."
Shear added, "Occupancy levels at our treatment facilities continue at a high
level for the month of September. We recently announced a number of new
contracts at our Harmony Healthcare and Pioneer Pharmaceutical Research
divisions that are just beginning to generate revenue, and are expected to
contribute greatly to enhancing shareholder value during this current fiscal
year."
Pioneer's Internet subsidiary recently launched its new website and changed its
name to Wellplace.com. "This new site, along with the recently announced
acquisition of TherapyRightNow and the appointment of Joyce Reitman as Chief
Executive Officer, will also contribute greatly to enhancing shareholder value
during this fiscal year. The architecture and management team is now in place to
take Wellplace.com to the next level," Shear concluded.
ABOUT PIONEER BEHAVIORAL HEALTH
Pioneer Behavioral Health's core business provides inpatient and outpatient
behavioral healthcare services. The company contracts with national insurance
companies, major transportation and gaming companies to provide behavioral
health services. Pioneer also owns and operates WellPlace.com, a leading
Internet-based provider of behavioral health services to consumers and
professionals. For more information, please visit our web site at
WWW.WELLPLACE.COM.
The company will hold a comference call on Friday, September 29, 2000 at 11:00
AM (EDT). to listen to the live call, dial 888-335-6674.
** SEE FINANCIAL HIGHLIGHTS ATTACHED **
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PHC, INC. AND SUBSIDIARIES
FINANCIAL HIGHLIGHTS
<TABLE>
<S> <C> <C> <C> <C>
FOR THE THREE MONTH FOR THE FISCAL YEAR ENDED
06/30/00 06/30/99 06/30/00 06/30/99
Total Revenue $5,527,168 $4,767,967 $20,378,760 $19,139,496
Net Income (Loss) from
Continuing Operations before
Interest, Taxes, Depreciation,
Amortization and Wellplace.com (26,231) (71,927) 1,139,318 932,660
Net Income (Loss) before Wellplace.com
and dividends on preferred stock (370,274) (468,474) (92,208) (1,344,523)
Net Income (Loss) (918,132) (527,791) (1,577,145) (1,496,198)
Basic Earnings (Loss) Per Share
from Continuing Operations before
Interest, Taxes, Depreciation and
Amortization ($.003) (.011) .164 .155
Weighted Average Number of Shares
Outstanding 7,737,649 6,301,339 6,916,598 6,008,263
</TABLE>
CONDENSED CONSOLIDATED BALANCE SHEET
06/30/00 06/30/99
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ASSETS
Total current assets $ 7,644,018 $ 7,673,214
Total Assets 15,887,809 14,807,991
LIABILITIES AND STOCKHOLDERS' EQUITY
Total current liabilities 9,238,997 9,265,052
Total Liabilities and Stockholders'
Equity 15,887,809 14,807,991
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, 1997, June 30, 1998, and June 30, 1999, filed with the
Securities and Exchange Commission on Oct. 14, 1997 as amended on Oct. 29, 1997;
Oct.13, 1998 as amended on Dec.7, 1999; and Oct. 13, 1999 as amended on Nov. 29,
1999, respectively.
