PainCare Holdings, Inc. Announces Third Quarter Financial Results

ORLANDO, Fla., Nov. 15 /PRNewswire-FirstCall/ -- PainCare Holdings, Inc. , a leader in the delivery of pain management solutions, including interventional pain management, minimally-invasive spine surgery, orthopedic rehabilitation, ambulatory surgery centers and diagnostics, today reported its financial results for the three- and nine-month periods ended September 30, 2005.

Financial Highlights for the Three-Month Period Ended September 30, 2005 Compared to Same Three-Month Period Ended September 30, 2004:

* Revenues rose 99% to approximately $21.0 million from approximately $10.5 million, * Operating Income increased 152% to approximately $7.2 million from approximately $2.9 million; and * Net Income grew 125% to $3.5 million, or $.06 diluted earnings per share, compared to approximately $1.5 million, or $.04 diluted earnings per share.

Financial Highlights for the Nine-Month Period Ended September 30, 2005 Compared to Same Nine-Month Period Ended September 30, 2004:

* Revenues increased 93% to approximately $51.0 million from approximately $26.4 million; * Operating Income improved 124% to approximately $17.2 million from approximately $7.7 million; and * Net Income increased 114% to approximately $9.1 million, or $.15 diluted earnings per share, compared to approximately $4.3 million, or $.11 diluted earnings per share.

As of September 30, 2005, the Company had approximately $41.0 million in cash and receivables and total stockholders’ equity of approximately $102.0 million. In addition, PainCare also achieved positive cash flow from operations of approximately $4.0 million for the current nine month reporting period, compared to positive cash flow of $1.7 million reported for the same period in the prior year. Working capital, as of September 30, 2005, stood at approximately $43.6 million.

Randy Lubinsky, Chief Executive Officer of PainCare, stated, “Successful execution of our business plan continues to drive strong revenue and earnings growth for our Company, as reflected in our third quarter results. In keeping with ‘Managing for Long Term Growth,’ our recently unveiled three-year plan for fostering PainCare’s growth and development through the year 2008, strategies moving forward will concentrate on perpetuating growth through accretive acquisitions, organic growth of our practices and surgery centers, expansion of our ancillary services platform and emphasis on consistently growing earnings-per-share at least 25% each year on a year-over-year basis. Our goal to self-finance future growth from internal cash flow within two years remains our ultimate objective and one that we are committed to achieving.”

At the Company’s recent Annual Meeting of Stockholders, PainCare issued revised 2005 and 2006 financial guidance. For the year ending December 31, 2005, PainCare expects to report revenues of $65-$67 million; operating income of $23.5-$24.5 million; $13-$13.5 million in net income; and $0.22-$0.23 earnings per fully diluted share. Year end results for 2006 are expected to show $100-$103 million in revenues; $37-$38 million in operating income; $20-$21 million in net income; and approximately $0.30-$0.31 earnings per fully diluted share. To achieve these 2006 financial objectives, PainCare expects to raise an additional $10 to $12 million in external financing, in addition to its operating cash flow, in the form of equity or debt; the terms and timing of which will be determined based on market conditions.

PainCare will also host a teleconference this afternoon, Tuesday, November 15, beginning at 4:15 PM Eastern, and invites all interested parties to join management in a discussion regarding the Company’s financial results, corporate progression and other meaningful developments. The conference call can be accessed via telephone by dialing toll free 1-800-218-8862 or via the internet at http://www.paincareholdings.com . For those unable to participate at that time, a replay of the web cast will be available for 90 days on http://www.paincareholdings.com .

PainCare Holdings, Inc. Consolidated Balance Sheets As of September 30, 2005 and December 31, 2004 September 30, December 31, 2005 2004 Assets (Unaudited) (Audited) Current assets: Cash $18,086,682 $19,100,840 Accounts receivable, net 22,909,586 14,077,643 Due from shareholders 2,954,580 1,794,957 Deposits & prepaid expenses 3,455,423 1,117,317 Acquisition consideration paid in escrow 14,525,761 -- Total current assets 61,932,032 36,090,757 Property and equipment, net 10,935,321 7,119,065 Goodwill, net 85,069,645 55,237,910 Other assets 6,522,189 4,628,770 Total assets $164,459,187 $103,076,502 Liabilities and Stockholders’ Equity Current liabilities: Accounts payable and accrued expenses $2,247,741 $562,314 Acquisition consideration payable 916,667 17,900,833 Income tax payable 3,851,709 2,199,100 Interest payable 68,895 131,368 Current portion of notes payable 9,812,713 765,177 Current portion of convertible debentures -- 3,885,000 Current portion of capital lease obligations 1,437,600 930,117 Total current liabilities 18,335,325 26,373,909 Notes payable, less current portion 28,750,000 295,583 Convertible debentures, less current portion 10,456,000 17,186,000 Capital lease obligations, less current portion 2,562,850 2,190,627 Deferred income tax liability 715,752 1,500,200 Total liabilities 60,819,927 47,546,319 Minority interests 1,732,729 -- Stockholders’ Equity: Common stock, $.0001 par value, authorized 75,000,000 shares; issued and outstanding 55,143,884 and 41,512,833 5,514 4,151 Preferred stock, $.0001 par value, authorized 10,000,000 shares; issued and outstanding 0 shares -- -- Additional paid in capital 85,243,879 47,995,110 Retained earnings 16,610,811 7,499,546 Other comprehensive income 46,327 31,376 Total stockholders’ equity 101,906,531 55,530,183 Total liabilities and stockholders’ equity $164,459,187 $103,076,502 PainCare Holdings, Inc. Consolidated Statements of Operations (Unaudited) For the Three and Nine Months Ended September 30, 2005 and 2004 For the For the For the For the Three Three Nine Nine Months Months Months Months Ended Ended Ended Ended September September September September 30, 2005 30, 2004 30, 2005 30, 2004 Total revenues: Pain $14,904,949 $6,060,655 $35,460,297 $14,311,376 management Surgeries 1,389,222 1,333,926 4,444,255 3,856,246 Ancillary services 4,569,489 3,067,121 11,083,701 8,270,878 Total Revenues 20,863,660 10,461,702 50,988,253 26,438,500 Cost of sales 3,279,321 1,303,902 8,295,102 4,363,899 Gross profit 17,584,339 9,157,800 42,693,151 22,074,601 General and administrative expenses 9,906,921 5,952,089 24,218,347 13,514,874 Amortization expense 91,318 127,894 333,661 264,476 Depreciation expense 418,665 229,665 924,542 596,050 Operating income 7,167,435 2,848,152 17,216,601 7,699,201 Interest expense (1,376,216) (523,351) (2,355,325) (1,236,367) Other income 91,938 48,398 235,321 101,051 Income before income taxes 5,883,157 2,373,199 15,096,597 6,563,885 Provision for income taxes 2,129,200 831,320 5,608,200 2,298,060 Income before minority interest 3,753,957 1,541,879 9,488,397 4,265,825 Minority interest 280,060 -- 377,132 -- Net income $3,473,897 $1,541,879 $9,111,265 $4,265,825 Basic earnings per common share $0.06 $0.05 $0.18 $0.15 Basic weighted average common shares outstanding 53,495,697 31,692,969 49,859,872 29,276,572 Diluted earnings per common share $0.06 $0.04 $0.15 $0.11 Diluted weighted average common shares outstanding 65,020,702 39,265,988 62,860,091 38,721,269 About PainCare Holdings, Inc.

Founded in Orlando, Florida, in 2000, PainCare is rapidly emerging as one of North America’s leading providers of cost-effective, high-tech pain relief. The Company has established and is growing a highly specialized, professional health services organization that is comprised of many internationally renowned neuro- and orthopedic surgeons, physiatrists and pain management specialists. Specifically, PainCare’s group of medical professionals offers pain sufferers a wide range of modalities including interventional pain management, minimally invasive spine surgery and orthopedic rehabilitation.

Through acquired or managed practices, and in partnership with independent physician practices, group practices and medical institutions throughout the country, PainCare also offers numerous ancillary services including MedX-Direct, a proprietary, on-site, turnkey orthopedic rehabilitation program; EDX-Direct, a comprehensive electro-diagnostic medicine program; diagnostic imaging services; Intra Articular Joint Program, a proprietary, non-operative treatment protocol for addressing knee pain and stiffness caused by osteoarthritis; and medical real estate services. In addition, the Company owns and operates nine ambulatory surgery centers.

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 practices; 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: Media Relations Mike Krutzler, Higher Advertising, Inc. at 407.447.1340 or via email at Mike@higheradvertising.com Investor Relations Stephanie Noiseux, Elite Financial Communications Group, LLC at 407.585.1080 or via email at prz@efcg.net

PainCare Holdings, Inc.

CONTACT: Media relations, Mike Krutzler, Higher Advertising, Inc., +1-407-447-1340, or Mike@higheradvertising.com; or Investor Relations,Stephanie Noiseux, Elite Financial Communications Group, LLC,+1-407-585-1080, or prz@efcg.net, both of PainCare Holdings

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