(Check One): ¨ Form 10-K ¨ Form 11-K ¨ Form 20-F x Form 10-Q | UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549
FORM 12b-25
Commission File Number
NOTIFICATION OF LATE FILING | |||
| For Period Ended: March 31, 2007 | ||
| ¨ 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
PAINCARE HOLDINGS, INC.
Full Name of Registrant
Former Name if Applicable
1030 N. Orange Avenue, Ste. 105
Address of Principal Executive Office (Street and Number)
Orlando, FL 32801
City, State and Zip Code
PART II - Rule 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.)
x | (a) | The reasons described in reasonable detail in Part III of this form could not be eliminated without unreasonable effort or expense; | ||
| (b) | The subject annual report, semi-annual report, transition report on Form 10-K, 10-KSB, 20-F, 11-K or Form N-SAR, or portion thereof will be filed on or before the fifteenth calendar day following the prescribed 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 the Form 10-K, 10-KSB, 11-K, 20-F, 10-Q, 10-QSB, N-SAR or portion thereof could not be filed within the prescribed time period.
The Registrant could not complete the Form 10-Q within the prescribed time because the Registrant is in the process of changing auditors, and the new auditors need additional time to review the Company’s financial statements for the period in question.
Part IV - Other Information
| (1) | Name and telephone number of person to contact in regard to this notification: |
Mark Szporka (Name) | (407) (Area Code) | 367-0944 (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 the report(s): ¨ Yes x No |
| * | Form 10-Q for the fiscal quarter ended 3/31/06 |
| (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 |
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.
The following events, which occurred during the quarter ending on March 31, 2007, will result in a significant change in the Registrant’s results of operations from the corresponding period the prior fiscal quarter which will be reflected in the Registrant’s earnings statements to be included in the Registrant’s Form 10-Q:
| • | the disposition of the Centeno subsidiary on February 22, 2007. This transaction resulted in a loss on disposal, unaudited, of $243,350 net of tax. |
| • | the announcement that the Surgery Center Division was being sold on October 19, 2006. The Surgery Center Division will be classified as “held for sale” in the Registrant’s consolidated financial statements. The Surgery Center Division has revenues, unaudited, of approximately $3.8 million for the quarter. |
The Surgery Center Division and Georgia Pain Physicians will be reported as discontinued operations in the Registrant’s consolidated financial statements for the quarter ending March 31, 2007. The revenues for the divisions are approximately $4.9 million and the income before income taxes and minority interest is approximately $1.5 million.
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PAINCARE HOLDINGS, INC.
Consolidated Balance Sheets
As of March 31, 2007 and December 31, 2006
March 31, 2007 | December 31, 2006 | |||||||
| (unaudited) | ||||||||
| Assets | ||||||||
Current assets: | ||||||||
Cash and cash equivalents | $ | 2,623,725 | $ | 3,180,542 | ||||
Accounts receivable, net | 11,382,743 | 10,744,604 | ||||||
Deposits and prepaid expenses | 808,979 | 1,541,540 | ||||||
Current deferred tax asset | 2,141,299 | 1,785,386 | ||||||
Income tax receivable | 5,156,712 | 4,135,375 | ||||||
Current assets of discontinued operations | 9,327,261 | 9,732,008 | ||||||
Total current assets | 31,440,719 | 31,119,455 | ||||||
Property and equipment, net | 9,457,675 | 9,579,704 | ||||||
Goodwill, net | 87,490,877 | 88,263,819 | ||||||
Other assets | 3,872,372 | 4,016,010 | ||||||
Non-current assets of discontinued operations | 29,029,513 | 30,262,937 | ||||||
Total assets | $ | 161,291,156 | $ | 63,241,925 | ||||
| Liabilities and Stockholders’ Equity | ||||||||
Liabilities: | ||||||||
Accounts payable and accrued expenses | $ | 6,442,330 | $ | 5,634,124 | ||||
Derivative liabilities | 600,000 | 600,000 | ||||||
Acquisition consideration payable | 3,103,095 | 4,026,209 | ||||||
Current portion of notes payable | 34,195,868 | 34,053,378 | ||||||
Current portion of convertible debentures | 12,676,613 | 12,415,480 | ||||||
Current portion of capital lease obligations | 1,311,545 | 1,383,790 | ||||||
Current liabilities of discontinued operations | 1,566,951 | 1,485,464 | ||||||
Total current liabilities | 59,896,402 | 59,598,445 | ||||||
Capital lease obligations, less current portion | 1,657,510 | 1,717,138 | ||||||
Deferred tax liability non-current | 2,901,595 | 2,336,704 | ||||||
Non-current liabilities of discontinued operations | 11,250 | 46,859 | ||||||
Total liabilities | 64,466,757 | 63,699,146 | ||||||
Minority interests related to discontinued operations | 2,275,490 | 2,191,797 | ||||||
Commitments and contingencies | ||||||||
Stockholders’ equity: | ||||||||
Common stock, $.0001 par value. Authorized 200,000,000 shares; issued and outstanding 66,849,164 and 66,292,721 shares, respectively | 6,685 | 6,629 | ||||||
Preferred stock, $.0001 par value. Authorized 10,000,000 shares; issued and outstanding -0- shares | — | — | ||||||
Additional paid in capital | 143,124,782 | 142,763,156 | ||||||
Accumulated deficit | (48,640,692 | ) | (45,465,595 | ) | ||||
Accumulated other comprehensive income | 58,134 | 46,792 | ||||||
Total stockholders’ equity | 95,548,909 | 97,350,982 | ||||||
Total liabilities and stockholders’ equity | $ | 161,291,156 | $ | 163,241,925 | ||||
See accompanying notes to consolidated financial statements.
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PAINCARE HOLDINGS, INC.
Consolidated Statements of Operations
For the Three Months Ended March 31, 2007 and 2006 (Unaudited)
For the Three Months Ended March 31, | ||||||||
| 2007 | 2006 | |||||||
| (as restated) | ||||||||
Revenues: | ||||||||
Pain management | $ | 9,622,598 | $ | 10,649,878 | ||||
Surgeries | 1,342,193 | 1,881,030 | ||||||
Ancillary services | 2,860,769 | 3,828,377 | ||||||
Total revenues | 13,825,560 | 16,359,285 | ||||||
Cost of revenues | 3,944,257 | 2,865,889 | ||||||
Gross profit | 9,881,303 | 13,493,396 | ||||||
General and administrative expense | 11,521,356 | 1,345,734 | ||||||
Impairment of goodwill | 229,745 | — | ||||||
Amortization expense | 148,745 | 469,062 | ||||||
Depreciation expense | 481,560 | 487,996 | ||||||
Operating income (loss) | (2,500,103 | ) | 11,190,604 | |||||
Interest Income (expense) | (1,652,674 | ) | (618,094 | ) | ||||
Derivative benefit (expense) | — | 10,394,555 | ||||||
Other income | 25,426 | 87,531 | ||||||
Income (loss) from continuing operations before income taxes | (4,127,351 | ) | 21,054,596 | |||||
Benefit (provision) for income taxes | 1,437,174 | (3,920,837 | ) | |||||
Income (Loss) from continuing operations | (2,690,177 | ) | 17,133,759 | |||||
Discontinued operations: | ||||||||
Income (loss) from discontinued operations (less applicable income tax expense (benefit) of $111,630 and $794,878) | (241,570 | ) | 91,682 | |||||
Loss on disposal of discontinued operations (less applicable income tax benefit of $125,362 | (243,350 | ) | — | |||||
Income (loss) from discontinued operations, net of tax | (484,920 | ) | 91,682 | |||||
Income (Loss) from discontinued operations before a cumulative effect of a change in accounting principle | (3,175,097 | ) | 17,225,441 | |||||
Cumulative effect of a change in accounting principle (net of tax of $661,283 | — | 991,925 | ||||||
Net Income (Loss) | $ | (3,175,097 | ) | $ | 18,217,366 | |||
Basic income (loss) per common share: | ||||||||
Loss from continuing operations before cumulative effect of a change in accounting principle | $ | (.04 | ) | $ | .28 | |||
Loss from discontinued operations | $ | (.01 | ) | $ | — | |||
Cumulative effect of a change in accounting principle | $ | — | $ | .02 | ||||
Net loss | $ | (.05 | ) | $ | .30 | |||
Diluted loss per common share: | ||||||||
Loss from continuing operations before cumulative effect of a change in accounting principle | $ | (.04 | ) | $ | .24 | |||
Loss from discontinued operations | $ | (.01 | ) | $ | — | |||
Cumulative effect of a change in accounting principle | $ | — | $ | .01 | ||||
Net loss | $ | (.05 | ) | $ | .25 | |||
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PAINCARE HOLDINGS, INC.
(Name of Registrant as specified in charter)
Has caused this notification to be signed on its behalf by the undersigned thereunto duly authorized.
| Date: May 11, 2007 | By: | /s/ Mark Szporka | ||
| Name: | Mark Szporka | |||
| Title: | Chief Financial Officer |
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