UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 12b-25
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SEC File Number
000-22996
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Cusip Number
375908100
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NOTIFICATION OF LATE FILING
(Check One): Form 10-K Form 20-F Form 11-K XForm 10-Q
Form N-SAR
For Period Ended: March 31, 2002
[ ] 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: ___________________
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Read Instruction (on back page) Before Preparing Form. Please Print or Type.
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Nothing in this form shall be construed to imply that the Commission has
verified any information contained herein.
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If the notification relates to a portion of the filing checked above, identify
the Item(s) to which the notification relates:
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PART I -- REGISTRANT INFORMATION
Gilman + Ciocia, Inc.
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Full Name of Registrant
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Former Name if Applicable
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1311 Mamaroneck Avenue
Address of Principal Executive
Office (Street and Number)
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White Plains, NY 10605
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;
X (b) The subject annual report, semi-annual report, transition
report on Form 10-K, Form 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 of transition report on Form 10-Q, or portion thereof will
be filed on or before the fifth
(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, 20-F, 11-K, 10-Q,
N-SAR, or the transition report portion thereof, could not be filed within the
prescribed time period.
See below attachment.
(Attach Extra Sheets if Needed)
PART IV-- OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this
notification
Carolyn Canzoneri (914) 397-4829
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(Name) (Area Code) (Telephone Number)
(2) Have all other periodic reports 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 preceeding 12 months or for such shorter period that the
registrant was required to file such report(s) been filed? If answer is no,
identify report(s). X Yes ____No
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(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.
See below attachment.
Gilman + Ciocia, 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 June 7, 2002 /s/ Thomas Povinelli
________________________ By________________________________________
Thomas Povinelli, President
INSTRUCTION: The form may be signed by an executive officer of the registrant of
by any other duly authorized representative. The name and title of the person
signing the form shall be typed or printed beneath the signature. If the
statement is signed on behalf of the registrant by an authorized representative
(orther than an executive officer), evidence of the representative's authority
to sign on behalf of the registrant shall be filed with the form.
ATTENTION
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International misstatements or omissions of fact constitute Federal Criminal
Violations (See 18 U.S.C. 1001).
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General Instructions
1. This form is required by Rule 12b-25 (17 CFR 240.12b-25) of the General Rules
and Regulations under the Securities Exchange Act of 1934.
2. One signed original and four conformed copies of this form and amendments
thereto must be completed and filed with the Securities and Exchange Commission,
Washington, D.C. 20549, in accordance with Rule 0-3 of the General Rules and
Regulations under the Act. The information contained in or filed with the form
will be made a matter of public record in the Commission files.
3. A manually signed copy of the form and amendments thereto shall be filed with
each national securities exchange on which any class of securities of the
registrant is registered.
4. Amendments to the notifications must also be filed on form 12b-25 but need
not restate information that has been correctly furnished. The form shall be
clearly indentified as an amended notification.
5. Electronic filers. This form shall not be used by electronic filers unable to
timely file a report solely due to electronic difficulties. Filers unable to
submit a report within the time period prescribed due to difficulties in
electronic filing should comply with either Rule 201 or Rule 202 of Regulation
S-T (ss.232.201 or ss.232.202 of this chapter) or apply for an adjustment in
filing date pursuant to Rule 13(b) of Regulation S-T (ss.232.13(b) of this
Chapter).
Attachment to Form 12b-25 Notification of Late Filing
of Gilman + Ciocia, Inc.
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Part III
The Company is a small company with limited in-house accounting and clerical
staff. The income tax filing season, combined with an audit by the Company's
in-house accounting staff described below, overstretched the Company's clerical
overhead staff beyond its means, and, as a result, the subject quarterly report
on Form 10-Q for the quarter ended March 31, 2002 could not be completed within
the prescribed time period without unreasonable effort and expense.
The Company's internal accounting staff identified prior period adjustments
relating to the intercompany accounts between the Company and its wholly owned
subsidiary that will require restatement of prior quarterly results and the
results of operations for the Company's 2001 fiscal year and the quarter ending
December 31, 2001. Such restatements and the amendments to reports relating
thereto have required extensive time of the Company's accounting staff. The
amounts of the adjustments have not yet been exactly determined and have not yet
been examined by the Company's auditors, however, the Company believes that such
adjustments will cumulatively result in a net increase to the pre-tax earnings
previously reported by the Company.
Part IV
(3)
Revenues for the quarter ended March 31, 2002 are expected to decrease by
approximately $3.3 million from the restated comparable period during the prior
year. The $3.3 million decrease includes decreases of approximately $2.4 million
in tax preparation fees, $.4 million in financial planning services and $.5
million in other services.
The approximately $2.4 million decrease in tax preparation revenues is
predominantly the result of the closing of approximately 25 offices, as part of
an effort to consolidate or eliminate unprofitable offices, and the timing of
the Easter/Passover holiday. The Easter/Passover holiday occurred in late March
during the current quarter compared to late April in the comparable quarter
during the prior year, resulting in a slow-down in some offices during the last
week of the quarter ended March 31, 2002.
The approximately $.4 million decrease in financial planning services is
predominantly the result of the general weakness currently prevailing in the
financial services sector.
The approximately $.5 million decrease in other services includes decreases of
approximately $.4 million in the Company's online tax preparation at e1040.com
and $.1 million in direct mail services.
Operating expenses for the quarter ended March 31, 2002 are expected to decrease
by approximately $.4 million from the restated comparable period during the
prior year. The approximately $.4 million decrease includes an approximately
$1.5 million decrease in advertising and an approximately $.1 million decrease
in brokerage fees and licenses offset by an increase of approximately $.7
million in salaries and commissions, an increase of approximately $.4 million in
general and administrative expenses and an increase in rent of approximately $.1
million.
Operating income for the quarter ended March 31, 2002 is expected to decrease by
approximately $2.9 million from the restated comparable period during the prior
year. This decrease is predominantly the result of declines in revenue of
approximately $3.3 million partially offset by declines in operating expenses of
approximately $.4 million.