UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549
FORM 12b-25
Commission File Number
NOTIFICATION OF LATE FILING | ||||
(Check One): | ¨ Form 10-K ¨ Form 11-K ¨ Form 20-F x Form 10-Q | |
| For Period Ended: September 30, 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 – 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.)
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. |
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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 effected numerous dispositions of physician practices during the quarter resulting in the need for additional time to complete the associated accounting and financial reporting.
Part IV – Other Information
| (1) | Name and telephone number of person to contact in regard to this notification: |
| Mark Szporka | (407) | 367-0944 | ||
| (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 the 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 |
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 financial statements of the Registrant for the three and nine months ended September 30, 2007 are included herein. A detailed explanation of the change between the foregoing periods and the corresponding periods in the prior fiscal year is contained in the Registrant’s Form 10-Q for the three months ended September 30, 2007, which was filed with the Securities and Exchange Commission immediately after the filing of this Form 12b-25.
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PAINCARE HOLDINGS, INC.
Consolidated Balance Sheets
As of September 30, 2007 and December 31, 2006
| September 30, 2007 | December 31, 2006 | |||||||
| Assets | ||||||||
Current Assets | ||||||||
Cash | $ | 434,766 | $ | 2,414,160 | ||||
Accounts receivable, net | 6,506,304 | 8,013,638 | ||||||
Note receivable | 968,706 | 500,000 | ||||||
Deposits, prepaids and other | 884,687 | 552,183 | ||||||
Deferred tax asset | 14,052,953 | 1,605,278 | ||||||
Income tax receivable | 1,525,318 | 4,135,375 | ||||||
Current assets of discontinued operations | — | 13,898,821 | ||||||
Total current assets | 24,372,734 | 31,119,455 | ||||||
Property and equipment, net | 6,956,927 | 7,949,791 | ||||||
Goodwill, net | 32,362,550 | 48,685,270 | ||||||
Other assets | 993,753 | 3,602,071 | ||||||
Non-current assets of discontinued operations | — | 72,597,394 | ||||||
Total assets | $ | 64,685,964 | $ | 163,953,981 | ||||
| Liabilities and Stockholders’ Equity | ||||||||
Current liabilities | ||||||||
Accounts payable and accrued expenses | $ | 6,732,193 | $ | 4,035,538 | ||||
Interest payable | 3,367,842 | 781,971 | ||||||
Acquisition consideration payable | 659,575 | 4,026,209 | ||||||
Current portion of notes payable | 7,819,663 | 34,053,378 | ||||||
Convertible debentures | 12,983,796 | 12,415,480 | ||||||
Current portion of default put option | 600,000 | 600,000 | ||||||
Current portion of capital lease obligation | 1,098,369 | 1,374,030 | ||||||
Total current liabilities of discontinued operations | — | 2,311,839 | ||||||
Total current liabilities | 33,261,438 | 59,598,445 | ||||||
Capital lease obligations | 1,142,897 | 1,696,642 | ||||||
Deferred tax liability, non-current | 14,052,953 | 3,048,760 | ||||||
Non-current liabilities of discontinued operations | — | 67,355 | ||||||
Total liabilities | 48,457,288 | 64,411,202 | ||||||
Minority interest related to discontinued operations | 2,191,797 | |||||||
Shareholders’ equity | ||||||||
Common stock, $.0001 par value. Authorized 200,000,000 shares; issued and outstanding 67,648,717 and 66,292,721 shares, respectively | 6,765 | 6,629 | ||||||
Preferred stock, $.0001 par value. Authorized 10,000,000 shares; issued and outstanding -0- shares | — | — | ||||||
Additional paid in capital | 143,999,041 | 142,763,156 | ||||||
Retained earnings | (127,905,841 | ) | (45,465,595 | ) | ||||
Other comprehensive income | 128,711 | 46,792 | ||||||
Total stockholders equity | 16,228,676 | 97,350,982 | ||||||
Total liabilities and stockholders’ equity | $ | 64,685,964 | $ | 163,953,981 | ||||
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PAINCARE HOLDINGS, INC.
Consolidated Statements of Operations
For the Three and Nine Months Ended September 30, 2007 and 2006 (unaudited)
| For the three months ended September 30, | For the nine months ended September 30, | |||||||||||||||
| 2007 | 2006 | 2007 | 2006 | |||||||||||||
Consolidated Statement of Operations | ||||||||||||||||
Revenues: | ||||||||||||||||
Pain Mgmt. | $ | 3,560,198 | $ | 4,166,093 | $ | 12,212,591 | $ | 13,565,575 | ||||||||
Surgery | 775,899 | 1,189,135 | 2,258,355 | 4,027,780 | ||||||||||||
Ancillary | 1,828,616 | 2,296,655 | 7,294,691 | 9,892,769 | ||||||||||||
Total Revenues | 6,164,713 | 7,651,883 | 21,765,637 | 27,486,124 | ||||||||||||
Cost of revenues | 3,290,924 | 2,873,577 | 10,273,478 | 7,407,288 | ||||||||||||
Gross profit | 2,873,789 | 4,778,306 | 11,492,159 | 20,078,836 | ||||||||||||
General and administrative expense | 6,655,957 | 8,345,006 | 22,221,145 | 17,118,583 | ||||||||||||
Amortization expense | 344,054 | 165,609 | 372,324 | 466,753 | ||||||||||||
Impairment | 9,386,893 | — | 19,328,879 | — | ||||||||||||
Depreciation expense | 391,571 | 394,396 | 1,168,426 | 1,146,060 | ||||||||||||
Operating income (loss) | (13,904,686 | ) | (4,126,705 | ) | (31,598,615 | ) | 1,347,440 | |||||||||
Interest income (expense) | (2,094,406 | ) | (1,588,985 | ) | (5,371,185 | ) | (3,625,849 | ) | ||||||||
Derivative benefit | — | 8,558 | — | 10,501,509 | ||||||||||||
Other income (expense) | (65,798 | ) | 43,589 | (77,232 | ) | 418,262 | ||||||||||
Income (loss) from continuing operations before income taxes | (16,064,890 | ) | (5,663,543 | ) | (37,047,032 | ) | 8,641,362 | |||||||||
Provision (benefit) for income taxes | 700,259 | 165,571 | (1,186,194 | ) | 1,958,900 | |||||||||||
Income (loss) from continuing operations, net of tax | (16,765,149 | ) | (5,829,114 | ) | (35,860,838 | ) | 6,682,462 | |||||||||
Discontinued operations: | ||||||||||||||||
Income (loss) from discontinued operations (less applicable | — | — | — | — | ||||||||||||
income tax (provision) benefit of ($0), ( $1,529,919), ($10,129), ($4,897,785)) | (975,546 | ) | 1,718,946 | (12,673,145 | ) | 5,883,061 | ||||||||||
Loss on disposal of discontinued operations | (2,304,617 | ) | — | (33,906,263 | ) | — | ||||||||||
Income (loss) from discontinued operations, net of tax | (3,280,163 | ) | 1,718,946 | (46,579,408 | ) | 5,883,061 | ||||||||||
Income (loss) from operations before a cumulative effect of a change in accounting principle | (20,045,312 | ) | (4,110,168 | ) | (82,440,246 | ) | 12,565,523 | |||||||||
Cumulative effect of a change in accounting principle (net of tax of $661,283) | — | — | — | 991,925 | ||||||||||||
Net income (loss) | $ | (20,045,312 | ) | $ | (4,110,168 | ) | $ | (82,440,246 | ) | $ | 13,557,448 | |||||
Basic income (loss) per common share: | ||||||||||||||||
Income (loss) from continuing operations before cumulative effect of a change in accounting principle | $ | (.25 | ) | $ | (.09 | ) | $ | (.53 | ) | $ | .10 | |||||
Income (loss) from discontinued operations | $ | (.05 | ) | $ | .03 | $ | (.69 | ) | $ | .09 | ||||||
Cumulative effect of a change in accounting principle | — | — | — | $ | .02 | |||||||||||
Net income (loss) | $ | (.30 | ) | $ | (.06 | ) | $ | (1.22 | ) | $ | .21 | |||||
Diluted income (loss) per common share: | ||||||||||||||||
Income (loss) from continuing operations before cumulative effect of a change in accounting principle | $ | (.25 | ) | $ | (.09 | ) | $ | (.53 | ) | $ | .09 | |||||
Income (loss) from discontinued operations | $ | (.05 | ) | $ | .03 | $ | (.69 | ) | $ | .08 | ||||||
Cumulative effect of a change in accounting principle | — | — | — | $ | .01 | |||||||||||
Net income (loss) | $ | (.30 | ) | $ | (.06 | ) | $ | (1.22 | ) | $ | .18 | |||||
Basic weighted average common shares outstanding | 67,563,753 | 64,482,619 | 67,061,322 | 64,040,150 | ||||||||||||
Diluted weighted average common shares outstanding | 67,563,753 | 64,482,619 | 67,061,322 | 74,166,535 | ||||||||||||
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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: November 13, 2007 | By: | /s/ Mark Szporka | ||
| Name: | Mark Szporka | |||
| Title: | Chief Financial Officer |
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