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: June 30, 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 June 30,
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 provides treatment to
patients. The Company adopted SFAS 142 effective January 1, 2002, and has
reclassified approximately $54.9 million from management services agreements to
goodwill. Under SFAS No. 142, substantially all of the Company's goodwill is no
longer amortized, and the Company must perform an annual impairment test for
goodwill and intangible assets. The Company allocates these assets to four
reporting units. SFAS No. 142 requires the Company to compare the fair value of
each reporting unit to its carrying amount on an annual basis to determine if
there is potential impairment. The Company has engaged the services of an
outside consultant in preparation of the fair market analysis of the reporting
units and has not yet been able to finalize this evaluation.
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,
identify 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.
In connection with the Company's adoption of SFAS 142, the Company will
record a substantial impairment charge, estimated at $37.0 million, in the
second quarter of 2002 related the write-down of its goodwill. The Company
recognized net losses of $.57 and $.66 per share for the three and six month
periods ending June 30, 2001, respectively. For the three and six month periods
ending June 30, 2002, the Company will recognize net losses of approximately
$0.22 and 6.21 per share, respectively.
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: August 15, 2002 By: /s/ Joseph P. Keane
________________________________________
Joseph P. Keane, Chief Financial Officer