SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 12b-25
NOTIFICATION OF LATE FILING
(Check One): |_| Form 10-KSB |_| Form 11-K |_| Form 20-F
|X| Form 10-QSB |_| Form N-SAR |_| Form N-CSR
For Period Ended: June 30, 2006
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|_| Transition Report on Form 10-K |_| Transition Report on Form 10-QSB
|_| Transition Report on Form 20-F |_| Transition Report on Form N-SAR
|_| Transition Report on Form 11-K
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 related to a portion of the filing check above,
identify the item(s) to which the notification relates:
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PART I
REGISTRANT INFORMATION
Full name of registrant INCENTRA SOLUTIONS, INC.
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Former name if applicable
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Address of principal executive office (Street and number)
1140 Pearl Street
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City, state and zip code Boulder, Colorado 80302
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PART II
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;
|
|(b) The subject quarterly report on Form 10-QSB will be filed on or
|X| | 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
State below in reasonable detail the reasons why Form 10-QSB could not
be filed within the prescribed period.
We were unable to file our Quarterly Report on Form 10-QSB within the
prescribed time period without unreasonable effort or expense because we had not
yet completed the footnotes to the financial statements required to be included
in our Quarterly Report on Form 10-QSB, which footnotes relate to our recent
sale of Front Porch Digital, Inc. and the repayment of a majority of our
long-term debt using the proceeds of such sale.
As a result of the foregoing, our Quarterly Report on Form 10-QSB for the
quarter ended June 30, 2006 will be filed on or before August 18, 2006, which is
within the extension period provided under Rule 12b-25.
PART IV
(1) Name and telephone number of person to contact in regard to
this notification.
Eric M. Hellige (212) 421-4100
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(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 twelve
months or for such shorter period that the registrant was
required to file such report(s) been filed? If the answer is
no, identify such reports.
Yes |_| No |X|
On April 13, 2006, as filed with the Commission on April 17, 2006, the
Registrant filed a Current Report on Form 8-K relating to its acquisition of all
of the outstanding capital stock of Network System Technologies, Inc. The
Registrant has not yet filed the audited financial statements and pro forma
financial information required by such filing.
(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? 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.
Yes |X| No |_|
During the quarter ended June 30, 2006, we acquired Network System
Technologies, Inc., an Illinois corporation ("NST"). As a result of this
acquisition, we anticipate a significant change in our total revenue and results
of operations for the quarter ended June 30, 2006.
Primarily as a result of the additional revenues from the inclusion of
NST, our total revenue from continuing operations for the three-months ended
June 30, 2006 increased $4.6 million, or 34%, to $18.1 million as compared to
total revenue of $13.5 million for the three months ended June 30, 2005. This
was offset by a reduction in sales of $4.1 million from our wholly-owned
subsidiaries, ManagedStorage International, Inc., ("MSI"), Incentra of CA, Inc.
("Incentra of CA") and PWI Technologies, Inc. ("PWI").
Primarily as a result of the adoption of a new accounting standard,
during the three months ended June 30, 2006, we incurred an operating loss from
continuing operations of $2.7 million as compared to a loss from operations of
$1.4 million for the three months ended June 30, 2005. This increase in our loss
from continuing operations was due to the adoption of SFAS 123R accounting for
additional non-cash compensation expense of $0.4 million, decreased contribution
from PWI, MSI and Incentra of CA, Inc. and an increase in sales related
headcount in the various regions.
Primarily as a result of the additional revenues from the inclusion of
NST, our total revenue from continuing operations for the six months ended June
30, 2006 increased approximately $9.7 million, or 58%, to $26.5 million as
compared to total revenue of $16.7 million for the six months ended June 30,
2005. This increase was attributable to the additional revenues of $8.7 million
resulting from the inclusion of NST for the 2006 period and $1.7 million for the
inclusion of PWI for the 2006 period, offset by a reduction in sales from MSI of
$0.3 million.
Primarily as a result of the adoption of a new accounting standard,
during the six months ended June 30, 2006, we incurred an operating loss from
continuing operations of $5.3 million as compared to a loss from operations of
$3.2 million for the six months ended June 30, 2005. This increase in our loss
from continuing operations was due to the adoption of SFAS 123R accounting for
additional non cash compensation expenses of $0.7 million, decreased
contribution from PWI, MSI and Incentra of CA, Inc. and an increase in
sales-related headcount in the various regions.
INCENTRA SOLUTIONS, INC. has caused this notification to be signed on its
behalf by the undersigned thereunto duly authorized.
Date: August 15, 2006 By: /s/ Thomas P. Sweeney III
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Name: Thomas P. Sweeney III
Title: Chief Executive Officer