PRZ Paincare Holdings,

ORLANDO, Fla., Nov. 13 /PRNewswire-FirstCall/ -- PainCare Holdings, Inc. (AMEX:PRZ), one of the nation's leading providers of pain-focused medical and surgical solutions and services, today reported its financial and operational results for the three and nine month periods, ended September 30, 2007. OPERATIONAL HIGHLIGHTS AND RESTRUCTURING UPDATE: -- During the third quarter, PainCare completed the divesture of four underperforming practices and two surgery centers as part of a major restructuring initiative which began earlier this year. As a consequence, the Company now owns and/or manages ten pain-focused Centers of Excellence in the United States and Canada. Certain of these remaining practices have either downsized or adjusted the provision of services to meet the current demands of the marketplace. -- In July 2007, Integrated Pain Solutions (IPS), PainCare's wholly owned subsidiary engaged in developing the nation's first pain-focused Managed Services Organization, signed an agreement with Coalition America, Inc. (CAI), the nation's leader in medical claim savings, to assist CAI in cost containment programs and pain-related medical treatment for those patients associated with CAI's national customer base of employers, insurers, payors, HMOs, re-insurers and managing general underwriters. -- More recently, IPS signed a national contract with FOCUS Healthcare Management, Inc. Pursuant to the agreement, IPS' national call center will process patient appointments, originating from FOCUS' customer base, with pain management specialists affiliated with IPS' privileged provider networks initially established in New Jersey, Michigan, Tennessee, Florida and Colorado. -- Since first launching operations in early 2007, IPS has made progress in ramping up its infrastructure and beginning the transformation from a development stage to a revenue generating company. To date, IPS has established provider networks in Colorado, Florida, Illinois, Michigan, New Jersey and Tennessee (with plans to expand into Alabama, California, Georgia, New York, Ohio, Pennsylvania and Texas over the next six to nine months). -- PainCare recently announced the formation of a joint venture with MedeFile International, Inc. (OTC:MDFI) (BULLETIN BOARD: MDFI) created to market the MedeFile system, a proprietary personal electronic medical records management solution. Under the agreement, PainCare has been granted exclusive rights to market the MedeFile system direct to consumers in exchange for a 50% share of revenues generated strictly from its marketing activities. OVERVIEW OF 2007 THIRD QUARTER AND YEAR-TO-DATE FINANCIAL RESULTS -- Total revenues from continuing operations for the third quarter were $6.2 million, representing a 19% decline from $7.7 million reported for the same three month period in 2006. For the nine months ended September 30, 2007, total revenues from continuing operations decreased 21% to $21.8 million from $27.5 million in the comparable nine month reporting period in 2006. -- The Company incurred a non-cash, non-recurring impairment charge of $9.4 million in the third quarter of this year. In addition, due to the divestiture of certain business interests, loss from discontinued operations resulted in a non-cash, non-recurring charge totaling $2.3 million during the three months ended September 30, 2007. -- Net loss for the third quarter of this year was $20.0 million, or $.30 loss per diluted share, compared to a net loss of $4.1 million, or $0.06 loss per diluted share in the third quarter of 2006. For the nine months ended September 30, 2007, net loss totaled $82.4 million, or $1.22 loss per diluted share, compared to net income of $13.6 million, or $0.18 per diluted share, reported for the first nine months of last year. PAINCARE HOLDINGS, INC. Consolidated Balance Sheets As of September 30, 2007 and December 31, 2006 September 30, December 31, 2007 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 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, 2007 2006 Consolidated Statement of Operations Revenues: Pain Mgmt. $3,560,198 $4,166,093 Surgery 775,899 1,189,135 Ancillary 1,828,616 2,296,655 Total Revenues 6,164,713 7,651,883 Cost of revenues 3,290,924 2,873,577 Gross profit 2,873,789 4,778,306 General and administrative expense 6,655,957 8,345,006 Amortization expense 344,054 165,609 Impairment 9,386,893 - Depreciation expense 391,571 394,396 Operating income (loss) (13,904,686) (4,126,705) Interest income (expense) (2,094,406) (1,588,985) Derivative benefit - 8,558 Other income (expense) (65,798) 43,589 Income (loss) from continuing operations before income taxes (16,064,890) (5,663,543) Provision (benefit) for income taxes 700,259 165,571 Income (loss) from continuing operations, net of tax (16,765,149) (5,829,114) 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 Loss on disposal of discontinued operations (2,304,617) - Income (loss) from discontinued operations, net of tax (3,280,163) 1,718,946 Income (loss) from operations before a cumulative effect of a change in accounting principle (20,045,312) (4,110,168) Cumulative effect of a change in accounting principle (net of tax of $661,283) - - Net income (loss) $(20,045,312) $(4,110,168) Basic income (loss) per common share: Income (loss) from continuing operations before cumulative effect of a change in accounting principle $(.25) $(.09) Income (loss) from discontinued operations $(.05) $.03 Cumulative effect of a change in accounting principle - - Net income (loss) $(.30) $(.06) Diluted income (loss) per common share: Income (loss) from continuing operations before cumulative effect of a change in accounting principle $(.25) $(.09) Income (loss) from discontinued operations $(.05) $.03 Cumulative effect of a change in accounting principle - - Net income (loss) $(.30) $(.06) Basic weighted average common shares outstanding 67,563,753 64,482,619 Diluted weighted average common shares outstanding 67,563,753 64,482,619 For the nine months ended September 30, 2007 2006 Consolidated Statement of Operations Revenues: Pain Mgmt. $ 12,212,591 $13,565,575 Surgery 2,258,355 4,027,780 Ancillary 7,294,691 9,892,769 Total Revenues 21,765,637 27,486,124 Cost of revenues 10,273,478 7,407,288 Gross profit 11,492,159 20,078,836 General and administrative expense 22,221,145 17,118,583 Amortization expense 372,324 466,753 Impairment 19,328,879 - Depreciation expense 1,168,426 1,146,060 Operating income (loss) (31,598,615) 1,347,440 Interest income (expense) (5,371,185) (3,625,849) Derivative benefit - 10,501,509 Other income (expense) (77,232) 418,262 Income (loss) from continuing operations before income taxes (37,047,032) 8,641,362 Provision (benefit) for income taxes (1,186,194) 1,958,900 Income (loss) from continuing operations, net of tax (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)) (12,673,145) 5,883,061 Loss on disposal of discontinued operations (33,906,263) - Income (loss) from discontinued operations, net of tax (46,579,408) 5,883,061 Income (loss) from operations before a cumulative effect of a change in accounting principle (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) $(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 $ (.53) $.10 Income (loss) from discontinued operations $ (.69) $.09 Cumulative effect of a change in accounting principle - $.02 Net income (loss) $(1.22) $.21 Diluted income (loss) per common share: Income (loss) from continuing operations before cumulative effect of a change in accounting principle $(.53) $.09 Income (loss) from discontinued operations $(.69) $.08 Cumulative effect of a change in accounting principle - $.01 Net income (loss) $(1.22) $ .18 Basic weighted average common shares outstanding 67,061,322 64,040,150 Diluted weighted average common shares outstanding 67,061,322 74,166,535 About PainCare Holdings, Inc. Headquartered in Orlando, Florida, PainCare Holdings, Inc. is one of the nation's leading providers of pain-focused medical and surgical solutions and services. Through its proprietary network of acquired or managed physician practices, and in partnership with independent physician practices and medical institutions throughout the United States and Canada, PainCare is committed to utilizing the most advanced science and technologies to diagnose and treat pain stemming from neurological and musculoskeletal conditions and disorders. Through its wholly-owned subsidiary, Caperian, Inc., PainCare offers medical real estate and development services. Through Integrated Pain Solutions, the Company is engaged in pioneering the nation's first managed services organization that offers a multi-disciplinary healthcare network focused on the treatment of pain. For more information on PainCare Holdings, please visit http://www.paincareholdings.com/. This press release contains forward-looking statements that may be subject to various risks and uncertainties. Such forward-looking statements are made pursuant to the "safe harbor" provisions of the Private Securities Litigation Reform Act of 1995 and are made based on management's current expectations or beliefs as well as assumptions made by, and information currently available to, management. These forward-looking statements, which may include statements regarding our future financial performance or results of operations, including expected revenue growth, cash flow growth, future expenses, future operating margins and other future or expected performance, are subject to the following risks: the acquisition of businesses or the launch of new lines of business, which could increase operating expenses and dilute operating margins; the inability to attract new patients by our owned practices, the managed practices and the limited management practice; increased competition, which could lead to negative pressure on our pricing and the need for increased marketing; the inability to maintain, establish or renew relationships with physician practices, whether due to competition or other factors; the inability to comply with regulatory requirements governing our owned practices, the managed practices and the limited management practices; that projected operating efficiencies will not be achieved due to implementation difficulties or contractual spending commitments that cannot be reduced; and to the general risks associated with our businesses. In addition to the risks and uncertainties discussed above you can find additional information concerning risks and uncertainties that would cause actual results to differ materially from those projected or suggested in the forward-looking statements in the reports that we have filed with the Securities and Exchange Commission. The forward-looking statements contained in this press release represent our judgment as of the date of this release and you should not unduly rely on such statements. Unless otherwise required by law, we undertake no obligation to publicly update or revise any forward- looking statements, whether as a result of new information, future events or otherwise after the date of this press release. In light of these risks and uncertainties, the forward-looking events and circumstances discussed in the filing may not occur, and actual results could differ materially from those anticipated or implied in the forward-looking statements. FOR MORE INFORMATION, PLEASE CONTACT: Investor/Shareholder Relations Dodi Handy, President and CEO, or Daniel Conway, Chief Strategist Elite Financial Communications Group, LLC at 407-585-1080 or via email at DATASOURCE: PainCare Holdings, Inc. CONTACT: Investor Relations: Dodi Handy, President and CEO, or Daniel Conway, Chief Strategist, both of Elite Financial Communications Group, LLC, +1-407-585-1080, Web site: http://www.paincareholdings.com/

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