SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 12b-25
Commission File Number: 000-14940
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NOTIFICATION OF LATE FILING
|_| Form 10-K |_| Form 11-K |_| Form 20-F |X| Form 10-Q |_| Form N-SAR
For Period Ended: June 30, 2006
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|_| Transition Report on Form 10-K |_| Transition Report on Form 10-Q
|_| Transition Report on Form 20-F |_| Report on Form N-SAR
|_| Transition Report on Form 11-K
For Transition Period Ended: Not applicable
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Nothing in this form shall be construed to imply that the Commission
has verified any information contained herein.
If the notification relates to a portion of the filing checked above,
identify the item(s) to which the notification relates: Not applicable
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PART I
REGISTRANT INFORMATION
Full name of registrant: HealthSouth Corporation
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Former name, if applicable: Not Applicable
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Address of principal executive office: One HealthSouth Parkway
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City, state and zip code: Birmingham, Alabama 35243
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PART II
RULE 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.)
| (a) The reason described in 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, Form 11-K, Form N-SAR or
| Form N-CSR, or portion thereof, will be filed on or
| before the fifteenth calendar day following the
| prescribed due date; or the subject quarterly report or
| transition report on Form 10-Q, or portion thereof, will
| be filed on or 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
NARRATIVE
State below in reasonable detail the reasons why Forms 10-K, 11-K,
20-F, 10-Q, N-SAR, N-CSR, or the transition report portion thereof, could not
be filed within the prescribed time period.
Over the past three and a half years, HealthSouth Corporation (the
"Company") has devoted a significant portion of its time and attention to
matters primarily outside the ordinary course of business, including replacing
its executive management team, cooperating with federal investigators,
defending numerous lawsuits, restructuring its finances and reconstructing its
accounting records. During the past 14 months, the Company filed with the
Securities and Exchange Commission (the "SEC") (i) its comprehensive Annual
Report on Form 10-K ("2003 Annual Report") for the fiscal years ended December
31, 2003 and 2002, including a restatement of previously issued consolidated
financial statements for the fiscal years ended December 31, 2001 and 2000,
(ii) its Annual Report on Form 10-K for the fiscal year ended December 31, 2004
("2004 Annual Report"), (iii) its Annual Report on Form 10-K for the fiscal
year ended December 31, 2005 ("2005 Annual Report") and (iv) its Quarterly
Report on Form 10-Q for the quarter ended March 31, 2006 (the "March 31 10-Q").
The reconstruction of the Company's historical financial and
accounting records and the preparation of the 2003 Annual Report, the 2004
Annual Report, the 2005 Annual Report and the March 31 10-Q required
substantial resources of the Company. In addition, although the Company has
spent substantial time and effort improving its internal control over financial
reporting, management will conclude in the Company's Quarterly Report on Form
10-Q for the fiscal quarter ended June 30, 2006 that the Company's internal
control over financial reporting was not effective as of June 30, 2006 and that
the material weaknesses that existed as of December 31, 2005 (as disclosed in
the 2005 Annual Report) were still present at June 30, 2006. Finally, the
Company has expended additional time and resources since the filing of its
March 31 10-Q to prepare not only the periodic information for the six months
ended June 30, 2006, but also the periodic information for the six months ended
June 30, 2005, which, as noted below, has never before been presented. As a
result of the foregoing, the Company is unable to timely prepare its financial
statements with respect to its fiscal quarter ended June 30, 2006. As such, the
Company will not be able to file its Quarterly Report on Form 10-Q for the
fiscal quarter ended June 30, 2006 on a timely basis. The Company intends to
complete the preparation of its financial statements for the period ended June
30, 2006 and file its Quarterly Report on Form 10-Q relating thereto by August
14, 2006, as prescribed by Rule 12b-25(b).
PART IV
OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this
notification:
John P. Whittington (205) 970-7712
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(Name) (Area Code) (Telephone Number)
(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 12 months or for such shorter period that the
registrant was required to file such report(s) been filed? If the answer is no,
identify report(s).
|_| Yes |X| No
As previously indicated in its Notifications of Late Filing on Form
12b-25, the Company was unable to timely file the following reports for
substantially the same reasons as set forth in Part III above: (i) its
Quarterly Reports on Form 10-Q for all quarterly periods ended after September
30, 2002 through and including the quarterly period ended September 30, 2005,
for which such reports were required and (ii) its Annual Reports on Form 10-K
for the fiscal years ended December 31, 2002, 2003, 2004 and 2005. As reported
above, the Company filed a comprehensive 2003 Annual Report with the SEC on
June 27, 2005, filed its 2004 Annual Report with the SEC on December 2, 2005,
and filed its 2005 Annual Report with the SEC on March 29, 2006. The
comprehensive 2003 Annual Report contained the required financial statements
for the periods ended December 31, 2002 and 2003, the 2004 Annual Report
contained the required financial statements for the period ended December 31,
2004, and the 2005 Annual Report contained the required financial statements
for the period ended December 31, 2005. Other than the March 31 10-Q, which
includes quarterly financial information for the quarterly periods ended March
31, 2005 and March 31, 2006, the Company has not filed any of the previously
described Quarterly Reports, nor did it include such required quarterly
information in the comprehensive 2003 Annual Report, the 2004 Annual Report or
the 2005 Annual Report filed with the SEC.
(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.
This item is not applicable because the Company has never published
information for the six months ended June 30, 2005. The Company's Form 10-Q for
the second quarter of 2006 will include quarterly and year-to-date information
for 2005. The Company currently estimates it will have a pre-tax loss from
continuing operations for the second quarter of 2006, but its pre-tax loss from
continuing operations will decrease from the second quarter of 2005 by
approximately $10 million to $20 million. As expected, consolidated net
operating revenues for the three months ended June 30, 2006, as compared to the
same period in 2005 decreased due primarily to continuing volume decreases in
the Company's operating segments. However, this revenue decline has been
largely offset by reduced expenses. In addition, the results of operations for
the second quarter of 2006 will include an approximate $19 million gain on the
Company's interest rate swap. As previously disclosed, the Company's pre-tax
loss for the six months ended June 30, 2006 will include a $361 million loss on
early extinguishment of debt related to the Company's recapitalization
transactions completed in March 2006. In addition, as previously disclosed, the
Company's pre-tax loss for the six months ended June 30, 2005 will include a
$215 million loss related to the global, preliminary agreement in principle
with the lead plaintiffs in the federal securities class actions and the
derivative litigation, as well as with the Company's insurance carriers, to
settle claims filed against it, certain of its former directors and officers,
and certain other parties.
HealthSouth Corporation
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(Name of Registrant as Specified in Charter)
Has caused this notification to be signed on its behalf by the
undersigned thereunto duly authorized.
HealthSouth Corporation
By: /s/ John P. Whittington
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John P. Whittington
Interim General Counsel and
Corporate Secretary
Date: August 8, 2006