UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 12b-25
NOTIFICATION OF LATE FILING
Commission File Number: 1-13263
(Check One)
[ ] Form 10-K and Form 10-KSB
[ ] Form 20-F
[ ] Form 11-K
[X] Form 10-Q and Form 10-QSB
[ ] Form N-SAR
For the period ended: March 31, 2002
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[ ] Transition Report on Form 10-K and Form 10-KSB
[ ] Transition Report on Form 20-F
[ ] Transition Report on Form 11-K
[ ] Transition Report on Form 10-Q and Form 10-QSB
[ ] Transition Report on Form N-SAR
For the transition period ended:
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Read Attached Instruction Sheet Before Preparing Form. Please Print or
Type.
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
Castle Dental Centers, Inc.
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Full name of registrant
N/A
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Former name if applicable
3701 Kirby Drive, Suite 550
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Address of principal executive office (Street and number)
Houston, Texas 77098
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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)
(a) The reasons described in reasonable detail in Part III of this form
could not be eliminated without unreasonable effort or expense;
[x] (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 15th calendar day following the prescribed
due date; or the subject quarterly report of transition report on Form
10-Q, 10-QSB, 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 Forms 10-K, 10-KSB, 20-F,
11-K, 10-Q, 10-QSB, N-SAR, or the transition report or portion thereof, could
not be filed within the prescribed time period.
The registrant has not filed its Form 10-Q for the period ended March 31,
2002, because the registrant, despite its best efforts, has been unable to
complete its financial statements. The registrant provides general dental and
orthodontic services to patients in 85 dental centers located in Texas, Florida,
Tennessee and California. Because of corporate practice of medicine laws in the
states in which the registrant operates, the registrant provides such services
through Management Services Agreements ("MSAs") with professional corporations
that employ dentists and other dental professionals that provide treatment to
patients. The reason for the delay is that the registrant, pursuant to a letter
to the Chief Accountant to the Securities and Exchange Commission dated May 14,
2002, is seeking permission, in connection with the registrant's adoption of
Financial Accounting Standards No. 142, to account for the MSAs, which are
currently accounted for as intangible assets, as goodwill. Until the accounting
treatment of these agreements can be determined, management will be unable to
finalize the registrant's financial statements.
PART IV
OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this
notification
Joseph P. Keane (713) 490-8602
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(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 answer is no,
identified reports(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 registrant, pursuant to a letter to the SEC dated May 14, 2002 is
seeking permission, in connection with the registrants adoption of FAS No. 142,
to account for the MSAs currently accounted for as intangible assets as
goodwill. Until the accounting treatment of these agreements can be determined,
management will be unable to finalize the registrant's financial statements.
The registrant estimates that it will report a net loss of between $0.30 and
$0.35 per share for the first quarter of 2002 if the MSAs continue to be
accounted for as intangible assets and between $0.20 and $0.25 per share if the
MSAs are accounted for as goodwill. This compares with net loss of $0.08 per
share for the first quarter of 2001.
Castle Dental Centers, Inc.
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(Name of Registrant as Specified in Charter)
Has caused this notification to be signed on its behalf by the undersigned
hereunto duly authorized.
Date: May 16, 2002 By: /s/ Joseph P. Keane
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Joseph P. Keane, Chief Financial Officer