PHC INC /MA/
10-Q/A, 2000-06-01
HOME HEALTH CARE SERVICES
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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 MARCH 31, 2000.

|_|  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)

-------------------------------------------------------------------------------
Indicate by check mark  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___

Number of shares  outstanding of each class of common  equity,  as of April 30,
2000:

      Class A Common Stock    7,009,779
      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. Note D to the  Condensed  Consolidated  Financial  Statements  is being
        revised to  provide addtional disclosure regarding  the  method used to
        determine  the  adequacy  of  the  reserve on  amounts  due   from  the
        unrelated professional corporation - March 31, 2000.

        Note E to  the  Condensed  Consolidated Financial  Statements is  being
        revised to present segment information for the quarters ended March 31,
        2000 and 1999 in addition to the information for the nine month periods
        ended March 31, 2000 and 1999.

Item 2. Management's  Discussion  and  Analysis or Plan of  Operation  is being
        revised to expand information on the impact of patient days on revenues.


PART II.  OTHER INFORMATION

Item 6.   Exhibits

Signatures

                                       3
<PAGE>

PART I.  FINANCIAL INFORMATION
ITEM 1.  FINANCIAL STATEMENTS
                            PHC INC. AND SUBSIDIARIES
                      CONDENSED CONSOLIDATED BALANCE SHEETS
                                                       MARCH 31,      JUNE 30,
                                                         2000          1999
                                                       --------       --------
                  ASSETS                              (unaudited)
Current assets:
  Cash & cash equivalents                              $ 172,852     $ 381,170
  Accounts receivable, net of allowance for bad
    debts of $3,374,100 at March 31, 2000,
    $3,647,848 at June 30, 1999                        6,634,608     6,343,227
   Prepaid expenses                                      162,284       101,865
   Other receivables and advances                        232,462       334,155
   Deferred income tax asset                             459,280       459,280
   Other receivables, related party                       77,245        53,517
                                                       _________     _________
       Total current assets                            7,738,731     7,673,214
Accounts receivable, noncurrent                          639,000       595,000
Other receivables, noncurrent, related party, net
    of allowance for doubtful accounts of $1,162,287
    at March 31, 2000 and $782,000 at June 30, 1999    3,211,891     2,908,113
Other receivable                                         128,721       109,165
Property and equipment, net                            1,377,816     1,483,319
Deferred income taxes                                    154,700       154,700
Deferred financing costs, net of amortization of
    $77,072 at March 31, 2000 and $64,041 at June 30,
    1999                                                  32,036        45,067
Goodwill, net of accumulated amortization of
    $195,642 at March 31, 2000 and $116,900 at June
    30, 1999                                           1,682,334     1,761,075
Deferred costs related to discontinued operations        546,778       219,443
Other assets                                             100,849        78,338
                                                     ___________   ___________
     Total assets                                    $15,612,856   $15,027,434
                                                     ===========   ===========
       LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
  Accounts payable                                   $ 1,684,353   $ 1,832,750
  Notes payable--related parties                         200,000       200,000
  Current maturities of long term debt                 1,827,246     1,286,318
  Revolving credit note                                1,914,641     1,669,830
  Current portion of obligations under capital
    leases                                                79,543        60,815
  Accrued payroll, payroll taxes and benefits            360,315       333,955
  Accrued expenses and other liabilities               1,584,578     1,459,290
  Net current liabilities of discontinued
    operations                                         2,641,537     2,641,537
                                                     ___________    __________
     Total current liabilities                        10,292,213     9,484,495
                                                     ___________    __________
Long-term debt                                         1,371,679     1,730,230
Obligations under capital leases                         168,800        51,657
Convertible debentures                                   500,000       500,000
                                                     ___________    __________
  Total noncurrent liabilities                         2,040,479     2,281,887
                                                     ___________     __________
  Total liabilities                                   12,332,692    11,766,382
                                                     ___________     __________
Stockholders' equity:
  Preferred stock, $.01 par value; 1,000,000
    shares authorized, 813 shares issued and
    outstanding June 1999                                     --             8
  Class A common stock, $.01 par value; 20,000,000
    shares authorized, 7,005,404 and 5,612,930
    shares issued March 2000 and June 1999,
    respectively                                          70,054        56,129
  Class B common stock, $.01 par value; 2,000,000
    shares authorized, 727,170 and 727,210 issued
    March 2000 and June 1999 respectively, convertible
    into one share of Class A common Stock                 7,272         7,272
  Additional paid-in capital                          16,631,381    15,967,176
  Treasury stock, 2,776 shares at cost                   (12,122)      (12,122)
  Accumulated deficit                                (13,416,421)  (12,757,411)
                                                     ___________   ____________
  Total stockholders' equity                           3,280,164     3,261,052
                                                     ___________  _____________
      Total liabilities and stockholders' equity     $15,612,856   $15,027,434
                                                     ===========  ============

            See Notes to Condensed Consolidated Financial Statements

                                       4
<PAGE>
                            PHC INC. AND SUBSIDIARIES
           CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)

                                 THREE MONTHS ENDED        NINE MONTHS ENDED
                                      MARCH 31                  MARCH 31
                                 2000         1999         2000         1999
                                         (as restated)           (as restated)
                           ___________________________________________________
Revenues:
   Patient Care, net        $5,541,406   $4,333,651   $13,599,089  $13,125,581
   Management Fees             290,192      122,141       783,427      518,983
   Other                       148,434      254,092       469,076      726,965
                            __________   __________    __________   __________
       Total revenue         5,980,032    4,709,884    14,851,592   14,371,529
                            __________   __________    __________   __________
Operating expenses:
   Patient care expenses     2,485,483    2,165,868     6,822,757    6,828,704
   Cost of management
     contracts                 147,133      130,292       364,899      389,304
   Provision for doubtful
     accounts                  560,641      275,263     1,629,029    1,419,583
   Website expenses            200,817           --       548,657           --
   Administrative expenses   1,895,836    1,808,024     5,373,104    5,967,518
                             __________   __________    __________   __________
     Total operating
       expenses              5,289,910    4,379,447    14,738,446   14,605,109
                             __________   __________    __________   __________
Income (loss)from operations   690,122      330,437       113,146     (233,580)
                             __________   __________    __________   __________

Interest income                111,604      118,258       309,780      357,006
Other income                    35,874       19,286       161,935       58,206
Interest expense              (215,793)    (240,612)     (601,071)  (1,013,046)
                             __________   __________    __________   __________
     Total other expenses      (68,315)    (103,068)     (129,356)    (597,834)
                             __________   __________    __________   __________
Income (loss) before
  Provision for Taxes          621,807      227,369       (16,210)    (831,414)
Provision for Income Taxes      53,189       43,724        53,289       44,635
                             __________   __________    __________   __________
Net income (loss)           $  568,618   $  183,645   $   (69,499) $  (876,049)
                              =========   =========    ===========  ===========

BASIC AND DILUTED EARNINGS PER SHARE

Net income (loss)           $  568,618   $  183,645   $   (69,499) $  (876,049)

Preferred stock dividends     (533,318)     (62,547)     (589,514)     (92,356)
                             __________   __________    __________   __________
Income (loss)applicable to
  common shareholders       $   35,300   $  121,098   $  (659,013) $  (968,405)
                              =========   =========    ===========  ===========
Basic income (loss) per
  common share              $     0.00   $     0.02   $     (0.10) $     (0.16)

Basic weighted average number
  shares outstanding         7,225,013    6,182,204     6,645,742    5,910,928

Diluted income (loss) per
  common share              $     0.00   $     0.02   $     (0.10) $     (0.16)

Diluted weighted average number
    of shares outstanding    7,651,468    6,194,456     6,645,742    5,910,928

            See Notes to Condensed Consolidated Financial Statements

                                       5
<PAGE>
                            PHC INC. AND SUBSIDIARIES
           CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
                                                     FOR THE NINE MONTHS ENDED
                                                              MARCH 31
                                                          2000       1999
                                                                  (as restated)
                                                  _____________________________
Cash flows from operating activities:
  Net loss                                             $(69,499)     $(876,049)
  Adjustments to reconcile net loss to net cash
     used in operating activities:
  Depreciation and amortization                         249,474        249,483
  Compensatory stock options, stock and warrants
    issued for obligations                              104,490        174,234
  Changes in:
    Accounts Receivable                                (580,750)       325,224
    Prepaid expenses                                    (60,419)      (165,512)
    Other assets                                       (349,846)        69,859
    Accounts payable                                   (148,397)       194,736
    Accrued expenses and other liabilities              151,648       (152,036)
                                                      __________    ___________
Net cash used in operating activities                  (703,299)      (180,061)
                                                      __________    ___________
Cash flows from investing activities:
  Acquisition of property and equipment                 (64,231)      (150,420)
   Disposition of property, equipment and
     intangibles                                             --        363,104
                                                      __________    ___________
Net cash provided by (used in) investing activities     (64,231)       212,684
                                                      __________    ___________

Cash flows from financing activities:
  Revolving debt, net                                   244,811       (283,181)
  Net debt activity                                     318,248       (344,550)
  Deferred financing costs                               (5,288)        (3,319)
  Preferred stock dividends paid                         (4,809)        (5,712)
  Issuance of common stock                                6,250         15,011
  Convertible debt                                           --        500,000
                                                      __________    ___________
Net cash provided by (used in)financing activities      559,212       (121,751)
                                                      __________    ___________
NET DECREASE IN CASH                                   (208,318)       (89,128)
Beginning cash balance                                  381,170        227,077
                                                      __________    ___________
ENDING CASH BALANCE                                    $172,852       $137,949
                                                      ==========    ===========
SUPPLEMENTAL CASH FLOW INFORMATION:
    Cash paid during the period for:
         Interest                                      $616,071       $802,549
         Income taxes                                    88,689         94,919

SUPPLEMENTAL DISCLOSURES OF NONCASH INVESTING AND
    FINANCING ACTIVITIES:
       Conversion of preferred stock to common stock    756,346        185,571
       Issuance of preferred stock in lieu of cash
         dividends                                       33,386         44,000
       Issuance of common stock in lieu of cash
         dividends                                      551,319         54,447

            See Notes to Condensed Consolidated Financial Statements

                                       6
<PAGE>
                           PHC, INC. AND SUBSIDIARIES
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                 MARCH 31, 2000

NOTE A - THE COMPANY

     PHC, Inc. and its wholly owned  subsidiaries  (the "Company") is a national
health care company  specializing in behavioral  health  services  including the
treatment of substance  abuse,  which includes  alcohol and drug  dependency and
related  disorders and the provision of psychiatric  services.  The Company also
provides management,  administrative and online behavioral health services.  The
Company primarily operates under three business segments:

     (1) BEHAVIORAL  HEALTH  TREATMENT  SERVICES,  including two substance abuse
treatment facilities:  Highland Ridge Hospital, located in Salt Lake City, Utah;
and Mount  Regis  Center,  located  in Salem,  Virginia,  and eight  psychiatric
treatment  locations  which include Harbor Oaks Hospital,  a 64-bed  psychiatric
hospital  located in New  Baltimore,  Michigan and seven  outpatient  behavioral
health locations (two in Las Vegas, Nevada operating as Harmony Healthcare,  one
in  Shawnee  Mission,  Kansas  operating  as Total  Concept  and four  locations
operating  as Pioneer  Counseling  Center in the Detroit, Michigan  metropolitan
area);

     (2)  BEHAVIORAL  HEALTH  ADMINISTRATIVE  SERVICES,  including  delivery  of
management, administrative and help line services. PHC, Inc. provides management
and administrative services for its behavioral health treatment subsidiaries and
BSC-NY,  Inc., a subsidiary of PHC, Inc., provides management services on behalf
of  physician  owned  behavioral  health  practices in the greater New York City
metropolitan  area.  Pioneer  Development and Support Services ("PDSS") provides
help line services primarily through contracts with major railroads; and

     (3) BEHAVIORAL  HEALTH ONLINE SERVICES,  which includes  behavioral  health
education, training and products for the behavioral health professional, through
its website behavioralhealthonline.com.

     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 nine months ended March 31, 2000
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.

                                       7
<PAGE>

NOTE C - RESTATEMENT OF MARCH 31, 1999 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 December  31, 1998 and March 31, 1999  quarters as required.
The  Company  has amended  the  December  31, 1998 and March 31, 1999  financial
information to reflect the  Black-Scholes  value of these warrants as additional
expense of $69,357 and $31,400 respectively.

     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 $545,000 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 may result
in a non-cash  gain and an increase in net worth.  (See our 10-QSB for  December
31, 1999 filed with the commission on February 14, 2000, "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.  New  York  currently   prohibits  the  ownership  of  a
professional  corporation by a corporation;  therefore,  in connection  with the
merger,  a physician owned 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 Stress Centers,  Inc.
The Company advanced  Shliselberg the funds to acquire those assets and at March
31, 2000 Shliselberg  owed the Company  $4,374,178 which includes in addition to
acquisition costs,  management fees of approximately  $2,351,000 and interest on
the  advances  of  approximately  $869,000.   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  $1,162,287   through   March  31,  2000.   The  reserve  for  estimated
uncollectible  amounts  is based on  management's  assessment  of  Shliselberg's
ability  to  pay  its  debts.   Such   assessment   includes  an  evaluation  of
Shliselberg's  working  capital,  net  assets,  profitability  and  current  and
projected cash flow. The reserve has been increased since June 30, 1998 to cover
net  losses  incurred  by  Shliselberg.  The  carrying  value  of the  Company's
receivable at March 31, 2000  approximates the net assets of Shliselberg.  Based
on management's  assessment of Shliselberg's  projected cash flow, collection of
the  receivable  is expected  beyond the next twelve  months.  Accordingly,  the
receivable  is  classified  as a noncurrent  asset in the  accompanying  balance
sheets.

                                       8
<PAGE>

NOTE E - BUSINESS SEGMENT INFORMATION

     The Company's  behavioral  health treatment  services have similar economic
characteristics,  services, patients and clients.  Accordingly,  all  behavioral
health treatment  services are reported on an aggregate basis under one segment.
The Company's segments are more fully described in Note A above. Residual income
and expenses from closed facilities are included in the administrative  services
segment. The following summarizes the Company's segment data:

                          Behavioral Health
                   Treatment  Administrative  Online
                   Services     Services     Services  Eliminations    Total
_______________________________________________________________________________
For the three
  months ended
  March 31,2000
Revenues -- external
  customers         $5,541,406    $438,626   $    --     $     --   $5,980,032
Revenues --
  intersegment              --     464,000        --     (464,000)          --
Net income (loss)      882,849    (113,414) (200,817)          --      568,618

For the three
  months ended
  March 31, 1999
Revenues -- external
  customers         $4,325,170    $384,714  $     --      $    --   $4,709,884
Revenues --
  intersegment              --     405,000        --     (405,000)          --
Net income (loss)      144,666      38,979        --           --      183,645
For the nine
 months ended March
 31, 2000
Revenues - external
  customers        $13,599,089  $1,252,503  $     --        $  --  $14,851,592
Revenues -
  intersegment              --   1,342,000        --   (1,342,000)          --
Net income (loss)      231,107     248,051  (548,657)          --      (69,499)
Total  assets        9,988,294  25,366,980    18,931  (19,761,349)  15,612,856

For the nine
 months ended March
 31, 1999
Revenues - external
 customers          12,587,893   1,783,636        --           --   14,371,529
Revenues -
  intersegment              --   1,203,000        --   (1,203,000)          --
 Net loss             (608,183)   (267,866)       --           --     (876,049)
 Total assets       10,203,994  24,992,297        --  (19,259,430)   5,936,861

                                       9
<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

     Net patient care revenue increased 27.9% to $5,541,406 for the three months
ended March 31, 2000 from  $4,333,651  for the three months ended March 31, 1999
and  3.6% to  $13,599,089  for  the  nine  months  ended  March  31,  2000  from
$13,125,581  for the nine months ended March 31, 1999.  This increase in revenue
is due to a 29.8%  increase  in  census  in our in  patient  facilities  and the
expansion of treatment services at our chemical dependency facility in Salt Lake
City Utah to include dual  diagnosis  patients.  During this period of increased
inpatient  census,  we also  experienced a  substantial  increase in out patient
visits.  The quarter ended March 31, 2000 also provided more services to private
pay patients and fewer  patients  paid under lower rate  contracts  than in most
prior periods providing for a more profitable payor mix.

     Two of the key  indicators of  profitability  of inpatient  facilities  are
patient  days,  or census,  and payor mix.  Patient  days is the  product of the
number of patients times length of stay. Increases in the number of patient days
result in higher  census,  which coupled with a more  favorable  payor mix (more
patients  with higher  paying  insurance  contracts  or paying  privately)  will
usually result in higher profitability.  Therefore, patient census and payor mix
are monitored very closely.

     Patient care expenses  increased  14.8% to $2,485,483  for the three months
ended March 31, 2000 from  $2,165,868  for the three months ended March 31, 1999
due to the increased costs of salaries,  drugs, laboratory tests, food and other
hospital  supplies  related to the  increase  in census.  Although  there was an
increase in patient  revenues  for the nine months ended March 31, 2000 over the
same period in 1999, we experienced  small decrease in patient care expenses for
the  nine  months  ended  March  31,  2000  due  to  recent   streamlining   and
consolidation  of  operations  in  prior  quarters.   Administrative   expenses,
excluding bad debt and website expenses,  have also increased 4.9% to $1,895,836
for the three months ended March 31, 2000 from  $1,808,024  for the three months
ended March 31,  1999.  This  increase is primarily  due to increased  corporate
marketing expenses and increased consultant and maintenance costs related to our
Salt Lake City Utah  facility.  Administrative  costs for the nine months  ended
March 31, 2000 decreased 10% to $5,373,104  from  $5,967,518 for the nine months
ended  March  31,  1999.  This  decrease  in  expenses  is also a result  of the
reengineering and streamlining of all operations.

     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. The revenue
of the  website  will  include  only  commissions  on the sale of  products  and
services. A corresponding liability will be recorded at the time of the sale for
the cost of the product or service due to the provider.  This is necessary since
the full  amount of the sale will be  charged to the end user and  processed  by
Behavioralhealthonline.com.

     Interest  expense  decreased  40.6% to $601,071  for the nine months  ended
March 31, 2000 from  $1,013,046  for the nine months ended March 31, 1999.  This
decrease is primarily due to one time  interest  charges on debt renewal and the
charge of the black  scholes  value of warrants  issued in  connection  with the
renewal of the debt in the last fiscal year.

     Provision for taxes represents State income taxes. The company has recorded
no provision  for Federal  income taxes for the nine months ended March 31, 2000
and 1999 due to available net operating loss carry forwards.

     Preferred stock dividends increased to $533,318 for the quarter ended March
31, 2000 from $62,547 for the quarter ended March 31, 1999.  The increase in the
price of the class A common  stock in January  prompted  the  conversion  of all
outstanding  preferred stock. This preferred stock carried a minimum  conversion
price of $2.00 with an additional  dividend due for the  difference  between the
actual conversion price and the minimum conversion price.  Dividends recorded in
the  quarter  ended March 31,  2000 of  $530,252  were a result of this  minimum
conversion price and were paid in restricted class A common stock.

                                       10
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     We continue to view  receivables  most  conservatively  by maintaining  the
ratio of reserves  for bad debt to  receivables  at  approximately  32% which is
evidenced  by a 14.7%  increase in bad debt  expense  for the nine months  ended
March 31,  2000 over the same  period  last  year.  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.  In addition to  decreasing  the number of days our
patient receivables remain  outstanding,  our more timely follow-up practice has
resulted in fewer accounts  charged to bad debt due to untimely filing of claims
since errors on claims are identified and corrected in a more timely manner than
in prior years. The $639,000 shown as non-current patient accounts receivable is
presented at net  realizable  value.  These amounts are due from  individuals in
payment for treatment on which extended payment plans have been arranged and are
being met.

     During the nine months  ended March 31, 2000 we  increased  deferred  costs
related  to  discontinued  operations  by  $327,335  to  $546,778.  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 and result in
increased equity in that amount.

     We also  increased  other assets by 28.7% to $100,849 as of March 31, 2000.
This is directly  related to increases in deposits on expanded  leased  property
and    deferred     costs    related    to    the    equity     financing    for
Behavioralhealthonline.com.

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  increased  during  the  quarter  ended  March  31,  2000 by 4.8%,
approximately  $335,381.  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 March 31, 2000 the Company met its cash flow needs
through  ongoing  accounts  receivable  financing  and  through  debt and equity
transactions as follows:

     During the quarter ended March 31, 2000 the Company issued 1,221,860 shares
of class A common  stock in exchange  for the  remaining  781 shares of Series B
Convertible Preferred Stock and $533,318 in dividends.

     In January 2000 the Company issued 13,572 shares of class A common stock in
conjunction with a consultant agreement.

     In March 2000 the Company  issued  warrants to  purchase  10,000  shares of
class A common stock  exercisable at $1.50 in exchange for $10,000 in consultant
services provided to Behavioral Health Online, Inc.

     Also in the quarter  ended March 31, 2000 the Company  issued 12,330 shares
of class A common  stock as part of the  employee  stock  purchase  plan,  3,000
shares of class A common stock as an employee  bonus and 5,000 shares of class A
common stock upon the exercise of employee stock options at $1.25 each.

     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.

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YEAR 2000 COMPLIANCE

     As  reported  in the  company's  December  31,  1999  10-QSB  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.

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PART II         OTHER INFORMATION

ITEM 6.   EXHIBITS

EXHIBIT NO.                              DESCRIPTION

       27.00 Financial Data Schedule


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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: June 1, 2000                             /s/ Bruce A. Shear
                                                   President
                                                   Chief Executive Officer

Date: June 1, 2000                             /s/ Paula C. Wurts
                                                   Controller
                                                  Assistant Treasurer

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