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PainCare Holdings Enters Into Agreement to Acquire Gables Surgical Center Located in Miami, Florida

Posted on: Monday, 25 July 2005, 09:01 CDT

ORLANDO, Fla., July 25 /PRNewswire-FirstCall/ -- PainCare Holdings, Inc. , a leader in the delivery of orthopedic rehabilitation, minimally invasive spine surgery and pain management solutions, today announced that it has entered into an agreement to acquire a controlling interest in PSHS Beta Partners, Ltd. d/b/a Gables Surgical Center (GSC), a Medicare certified and Florida licensed ambulatory surgical center located in Miami, Florida.

(Photo: http://www.newscom.com/cgi-bin/prnh/20050329/NYTU045LOGO )

With approximately 2000 patient visits each year, GSC is an innovative, state-of-the-art facility offering the latest orthopedic and interventional pain management surgical technology and anesthetic techniques available. As the outpatient surgical center preferred by many of Dade County's most prestigious orthopedic and pain management surgical specialists, GSC has earned a reputation for offering the best quality care, and the highest level of personal care.

In accordance with the terms of the acquisition agreement, PainCare will acquire through a wholly owned subsidiary, subject to regulatory approval and certain pre-closing conditions, 100% of the interest in GSC owned by the General Partner, PSHS Partnership Ventures, Inc., and approximately 25% of the interest in GSC owned by four Limited Partners. PainCare Surgery Centers II, Inc., a wholly owned subsidiary of PainCare, will, as of the closing, become the sole general partner of GSC and will own 73% of all partnership interests in the partnership.

In consideration for the general partner's interest and a controlling stake in GSC, PainCare will pay the sellers a total of $8,221,370 less certain debt that will be satisfied as of the closing in a combination of cash and common stock. Based on its historical financial performance, GSC is expected to contribute more than $3.5 million in net revenues and more than $1.5 million in net operating income to PainCare each year.

John Beebe, Chief Executive Officer of PSHS Partnership Ventures, stated, "In May of this year, we officially began our relationship with PainCare when the Company acquired our Lake Worth Surgical Center in Palm Beach. The entire process -- beginning with negotiations through to consummation of the sale and followed by flawless transition into the PainCare network -- was one marked by remarkable ease, utmost professionalism and thoughtful execution. That positive experience readily led to the expansion of our relationship with the PainCare team and the sale of GSC."

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 aggressively expanding 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 cadre of medical professionals offer 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 five ambulatory surgery centers located in the southeast region of the United States.

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@highadvertising.com Investor Relations Stephanie Noiseux, Elite Financial Communications Group, LLC at 407.585.1080 or via email at prz@efcg.net

Photo: http://www.newscom.com/cgi-bin/prnh/20050329/NYTU045LOGO

PainCare Holdings, Inc.

CONTACT: Media, Mike Krutzler of Higher Advertising, Inc.,+1-407-447-1340, Mike@highadvertising.com; or Investors, Stephanie Noiseux ofElite Financial Communications Group, LLC, +1-407-585-1080, prz@efcg.net, bothfor PainCare Holdings, Inc.

Web site: http://www.paincareholdings.com/

Source: PRNewswire-FirstCall

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