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 SEPTEMBER 30, 1998. |_| 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 October 16, 1998: Class A Common Stock 4,935,267 Class B Common Stock 727,328 TRANSITIONAL SMALL BUSINESS DISCLOSURE FORMAT (Check one): Yes______ No X - 1 - PHC, INC. Part I, Item 1 financial statements filed in the Company's 10-QSB for the period ended September 30, 1998, filed with the Securities and Exchange Commission on November 3, 1998, are being amended to reflect the following: 1. The effect of the changes to the financial statements for the period ended June 30, 1998, as amended. a. Increase in general and administrative expenses amounting to approximately $148,000 related to the issuance of warrants to a financial advisor to the Company. b. Increase in dividends related to the beneficial conversion feature of series B convertible preferred stock of approximately $190,000. 2. Increase in interest expense related to the issuance of warrants with debt of approximately $26,000 for the three months ended September 30, 1998. - 2 - PART I. FINANCIAL INFORMATION ITEM 1 FINANCIAL STATEMENTS PHC INC. AND SUBSIDIARIES (UNAUDITED) CONSOLIDATED BALANCE SHEETS SEPT. 30 JUNE 30 1998 1998 (as restated) (as restated) ______________________________ ASSETS Current assets: Cash & Cash Equivalents $ 81,275 $ 227,077 Accounts receivable, net of allowance for bad debts of $3,539,637 at Sept. 30, 1998, $3,488,029 at June 30, 1998 7,220,700 7,441,972 Prepaid expenses 181,984 156,695 Other receivables and advances 282,661 127,064 Deferred Income Tax Asset 515,300 515,300 Other Receivables, related party 305,766 64,065 __________ _________ Total current assets 8,587,686 8,532,173 Accounts Receivable, noncurrent 610,000 685,000 Other receivables, noncurrent, related party, net of allowance for doubtful accounts of $382,000 Sept. 30, 1998 and June 30, 1998 3,048,742 2,941,402 Other Receivable 117,680 426,195 Property and equipment, net 2,124,485 2,128,273 Deferred income taxes 154,700 154,700 Deferred financing costs, net of amortization of $4,514 at Sept. 30, 1998 and $18,065 at June 30, 1998 59,593 53,608 Goodwill, net of accumulated amortization of $26,869 at Sept. 30, 1998 $307,707 at June 30, 1998 1,983,363 2,011,613 Other assets 136,568 19,386 __________ _________ Total assets $16,822,817 $16,952,350 __________ _________ LIABILITIES AND STOCKHOLDERS' EQUITY Current liabilities: Accounts payable $ 2,691,024 $ 2,346,213 Notes payable--related parties 243,696 159,496 Current maturities of long term debt 1,137,138 1,107,167 Revolving credit note 1,559,490 1,683,458 Current portion of obligations under capital leases 64,652 67,492 Accrued Payroll, Payroll Taxes and Benefits 260,547 729,194 Accrued expenses and other liabilities. 1,093,807 1,004,763 Net current liabilities of discontinued operations 2,641,537 2,641,537 __________ _________ Total Current liabilities 9,691,891 9,739,320 Long-term debt 2,742,730 2,850,089 Obligations under capital lease 77,160 93,747 __________ _________ Total noncurrent liabilities 2,819,890 2,943,836 __________ _________ Total liabilities 12,511,781 12,683,156 __________ _________ Stockholders' Equity: Preferred stock, $.01 par value; 1,000,000 shares authorized, 976 and 950 shares issued and outstanding Sept. 30, 1998 and June 30, 1998 liquidation preference ($976,000 and 950,000 respectively) 10 10 Class A common stock, $.01 par value; 20,000,000 shares authorized, 4,935,267 shares issued Sept. 98 and June 98 49,353 49,353 Class B common stock, $.01 par value; 2,000,000 shares authorized, 727,328 issued Sept. 98 and June 98, convertible into one share of Class A common stock 7,273 7,273 Additional paid-in capital 15,529,019 15,485,895 Treasury stock, 2,776 shares at cost (12,122) (12,122) Accumulated Deficit (11,262,497) (11,261,215) ____________ ____________ Total Stockholders' Equity 4,311,036 4,269,194 ____________ ____________ Total Liabilities and Stockholders' Equity $16,822,817 $16,952,350 ____________ ____________ See Notes to Consolidated Financial Statements - 3 - PHC INC. AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED) Three Months Ended September 30 1998 1997 (as restated) ___________________________________ Revenues: Patient Care, net $4,476,738 $4,770,735 Management Fees 235,104 233,283 Other 199,453 173,477 ___________ __________ Total revenue 4,911,295 5,177,495 Operating expenses: Patient care expenses 2,308,051 2,641,817 Cost of Management Contracts 128,165 102,400 Provision for doubtful accounts 356,190 427,093 Administrative expenses 1,905,917 2,286,764 ___________ _________ Total operating expenses 4,698,323 5,458,074 ___________ __________ Income (loss) from operations 212,972 (280,579) ___________ __________ Other income (expense): Interest income 109,382 97,647 Interest expense (312,312) (326,588) Other income (expense), net 4,342 34,750 ___________ __________ Total other expense, net (198,588) (194,191) Income (loss) before Provision for Taxes 14,384 (474,770) Provision for Income Taxes 911 7,200 ___________ __________ Income (loss) from continuing operations 13,473 $(481,970) Loss from discontinued operations -- (436,668) Net income (loss) $ 13,473 $(918,638) Dividends (14,544) 0 ___________ __________ Loss applicable to common shareholders $ (1,071) $(918,638) ___________ __________ Basic and Diluted earnings (loss) per common share: Continuing Operations $ .00 $ (.11) Discontinued Operations -- (.10) Total $ .00 $ (.21) Basic and Diluted weighted average number of shares outstanding 5,659,819 4,444,706 See Notes to Consolidated Financial Statements - 4 - PHC INC. AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED) FOR THE THREE MONTHS ENDED SEPTEMBER 30 1998 1997 (as restated) __________________________ Cash flows from operating activities: Net income (loss) $13,473 $(918,638) Adjustments to reconcile net income or loss to net cash provided by (used in) operating activities: Depreciation and amortization 78,775 146,337 Compensatory stock options and stock and warrants issued for obligations 25,624 46,131 Changes in: Accounts receivable (43,681) (228,345) Prepaid expenses and other current assets (25,289) 137,686 Other assets 30,436 11,461 Accounts payable 344,811 40,577 Accrued expenses and other liabilities (379,603) (64,853) Net liabilities of discontinued operations -- 193,087 _________ ________ Net cash provided by (used in) operating activities 44,546 (636,557) Cash flows from investing activities: Acquisition of property and equipment (46,737) (39,084) ___________ __________ Costs related to business acquisitions -- (8,390) Net cash used in investing activities (46,737) (47,474) Cash flows from financing activities: Revolving debt, net (123,968) (462,847) Proceeds from borrowings 100,000 446,062 Payments on debt (111,895) -- Deferred financing costs (5,985) -- Preferred Stock Dividends (1,763) -- ___________ __________ Net cash provided by (used in) financing activities (143,611) (16,785) ___________ __________ NET INCREASE (DECREASE) IN CASH (145,802) (700,816) Beginning cash balance 227,077 844,471 ___________ __________ ENDING CASH BALANCE $81,275 $143,655 SUPPLEMENTAL CASH FLOW INFORMATION: Cash paid during the period for: Interest $282,821 $ 33,101 Income taxes 51,195 37,956 SUPPLEMENTAL DISCLOSURES OF NONCASH INVESTING AND FINANCING ACTIVITIES: Conversion of Debt to Common Stock -- $2 ,734,375 Conversion of Preferred Stock to Common Stock -- 584,587 Stock issued for North Point Acquisition -- 31,383 Issuance of Preferred Stock in lieu of cash for Dividends due $ 26,000 -- See Notes to Consolidated Financial Statements - 5 - 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: December 7, 1999 /s/ Bruce A. Shear Bruce A. Shear President Chief Executive Officer Date: December 7, 1999 /s/ Paula C. Wurts Paula C. Wurts Controller Assistant Treasurer - 6 -