UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
Current Report pursuant
to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of report (Date of earliest event reported): November 11, 2006
METROPOLITAN HEALTH NETWORKS, INC.
(Exact name of registrant as specified in its charter)
Florida
(State or other jurisdiction of incorporation)
001-32361 65-0635748
(Commission file number) (I.R.S. Employer Identification No.)
250 Australian Avenue South, Suite 400
West Palm Beach, FL 33401
(Address of principal executive offices, including zip code)
(561) 805-8500
(Registrant's telephone number, including area code)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions:
| | Written communications pursuant to Rule 425 under the Securities Act (17
CFR 230.425)
| | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17
CFR 240.14a-12)
| | Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
| | Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
ITEM 4.02(a). NON-RELIANCE ON PREVIOUSLY ISSUED FINANCIAL STATEMENTS OR A
RELATED AUDIT REPORT OR COMPLETED INTERIM REVIEW.
On November 11, 2006, management and the Audit & Finance Committee of the Board
of Directors of the Company concluded that the unaudited consolidated financial
statements included in the Company's Quarterly Reports on Form 10-Q as of and
for the quarters ended March 31, 2006 and June 30, 2006 should be restated to
reflect a correction of such financial statements related to the Company's
over-recording of revenues generated by the PSN during such quarters.
More specifically, the Company determined that it over-recorded revenues
generated by the PSN by approximately $666,000 during each of the first quarter
and second quarter of 2006. During 2005, the majority of Humana, Inc. members
serviced by the PSN in the PSN's Daytona market were required to pay a monthly
premium of $15 to Humana, Inc. (the "Monthly Premium"). As part of its monthly
capitation payments from Humana, Inc., the Company was paid approximately $12 of
the Monthly Premium per member. Commencing in January 2006, as a result of a
change in health plan benefits, the Monthly Premium was eliminated in the
Daytona market. However, the data the Company received from Humana, Inc. from
January 2006 until July 2006 regarding the revenues the Company were entitled to
receive from Humana, Inc., inadvertently continued to reflect the Monthly
Premium and, accordingly, the Company was over-paid by Humana, Inc. and
over-recorded its net revenues and accounts receivable by approximately $666,000
in the first quarter of 2006 and the second quarter of 2006.
Accordingly, the Company's financial statements contained within its Quarterly
Report on Form 10-Q for each of the quarters ended March 31, 2006 and June 30,
2006 should not be relied upon.
On November 14, 2006, the Company:
o restated its previously issued financial statements for the first
quarter of 2006 by amending its Quarterly Report on Form 10-Q for
the fiscal quarter ended March 31, 2006; and
o restated its previously issued financial statements for the second
quarter of 2006 by amending its Quarterly Report on Form 10-Q for
the fiscal quarter ended June 30, 2006.
Management and the Audit & Finance Committee discussed these issues with the
Company's independent registered public accounting firm, Grant Thornton, LLP.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
Date: November 14, 2006
METROPOLITAN HEALTH NETWORKS, INC.
By: /s/ Roberto Palenzuela
-----------------------------
Roberto Palenzuela
Secretary and General Counsel