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): May 14, 2015 |
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AMERICAN SHARED HOSPITAL SERVICES |
(Exact name of registrant
as specified in charter) |
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California |
1-08789 |
94-2918118 |
(State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
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Four Embarcadero Center, Suite 3700, San Francisco, CA 94111 |
(Address of principal executive offices) |
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Registrant’s telephone number, including area code 415-788-5300 |
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(Former name or former address, if changed since last report) |
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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 2.02 Results of Operations and Financial
Conditions
On May 14, 2015, the Company issued a press
release announcing its financial results for the first quarter 2015. The full text of the press release is furnished as Exhibit 99.1
to this report. The Company does not intend for this exhibit to be incorporated by reference into future filings under the Securities
Exchange Act of 1934.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit 99.1 — Earnings press
release dated May 14, 2015
The information in this report is summary
information that is intended to be considered in the context of our SEC filings and other public announcements that we may make,
by press release or otherwise, from time to time. We disclaim any current intention to revise or update the information contained
in this report, although we may do so from time to time as our management believes is warranted. Any such updating may be made
through the filing of other documents or reports with the SEC, through press releases or through other public disclosures.
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.
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American Shared Hospital Services |
Date: |
May 14, 2015 |
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By: |
/s/ Ernest A. Bates, M.D. |
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Name: |
Ernest A. Bates, M.D. |
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Title: |
Chairman and CEO |
Exhibit 99.1
AMERICAN SHARED HOSPITAL SERVICES
REPORTS FIRST QUARTER
RESULTS
San Francisco, CA – May 14,
2015 -- AMERICAN SHARED HOSPITAL SERVICES (NYSE MKT:AMS), a leading provider of turnkey technology solutions for advanced
radiosurgical and radiation therapy services, today announced financial results for the first quarter of 2015. Among the first
quarter highlights:
● Revenue increased 10.3% compared
to the first quarter of 2014, excluding prior year's revenue in Turkey.
● Operating income increased to $456,000
versus an operating loss of $103,000 last year.
● Net income increased to $128,000
versus a net loss of $96,000 for the first quarter of 2014.
● Book value increased to $4.93 per
share versus $4.78 per share at December 31, 2014.
First Quarter Results
For the three months ended March 31, 2015,
medical services revenue increased 1.3% to $4,117,000 compared to medical services revenue of $4,064,000 for the first quarter
of 2014. Revenue for last year's first quarter included the Company's operations in Turkey, which were sold effective May 31, 2014.
Excluding prior year's revenue in Turkey, medical services revenue increased 10.3% for the first quarter of 2015 compared to the
first quarter of 2014.
Net income for the first quarter of 2015
was $128,000, or $0.02 per share. This compares to a net loss for the first quarter of 2014 of $96,000, or $0.02 per share, which
included a pre-tax gain from foreign currency transactions of $15,000 due to the strengthening of the Turkish Lira against the
U.S. Dollar.
The total number of procedures performed
in AMS' U.S. Gamma Knife business increased 8.1% for the first quarter compared to the same period of 2014, excluding
procedures performed in Turkey.
Medical services gross margin for the first
quarter of 2015 increased to 38.8%, compared to medical services gross margin of 31.7% for the first quarter of 2014, primarily
the result of lower costs due to the sale of the Turkish subsidiary.
Operating income increased to $456,000
for the first quarter of 2015 compared to an operating loss of $103,000 for the same period a year earlier. Pretax income, net
of income attributable to non-controlling interest, increased to $258,000 for the first quarter of 2015 compared to a pretax loss
of $126,000 for the first quarter of 2014.
Selling and administrative expenses for
the first quarter of 2015 decreased to $821,000 compared to $922,000 for the first quarter of 2014, primarily due to the sale of
the Company's operations in Turkey, as well as lower payroll-related costs and rent expense.
Balance Sheet Highlights
At March 31, 2015, cash and cash equivalents
were $927,000 compared to $1,059,000 at December 31, 2014. As of December 31, 2014, AMS had a $9,000,000 renewable line of credit
with a bank secured by a certificate of deposit. This line was paid in full on January 2, 2015 using the proceeds from the certificate
of deposit. As a result, current liabilities decreased to $7,583,000 at March 31, 2015 compared to $16,251,000 at December 31,
2014. Shareholders' equity at March 31, 2015 was $26,434,000, or $4.93 per outstanding share. This compares to shareholders' equity
at December 31, 2014 of $26,154,000, or $4.78 per outstanding share.
CEO Comments
Chairman and Chief Executive Officer Ernest
A. Bates, M.D., said, "The trend of improved operating performance for AMS' Gamma Knife business that began last year continued
in the first quarter of 2015, the result of increased procedure volume, higher Medicare reimbursement for certain procedures, and
continued tight control over operating costs. The Gamma Knife Perfexion remains the 'gold standard' for cranial radiosurgery. It
is an excellent device for treating metastatic brain tumors, which are diagnosed in an estimated 180,000 new patients annually.
We remain optimistic about our Gamma Knife business in 2015."
Regarding Medicare reimbursement, Dr. Bates
explained that the Centers for Medicare and Medicaid Services (CMS) established a comprehensive Ambulatory Payment Classification
(APC) for Gamma Knife and LINAC one session cranial radiosurgery, one of the most common procedures performed on these devices.
Beginning January 1, 2015, the comprehensive reimbursement rate of approximately $9,768 is inclusive of the delivery and ancillary
codes but exclusive of co-insurance payments or other adjustments. For 2014, the average CMS reimbursement rate for delivery and
ancillary codes (exclusive of co-insurance and other adjustments) was approximately $5,600.
Dr. Bates continued, "Longer term, we believe that proton therapy will be the primary driver of AMS'
growth. Our first proton center, now under construction at UF Health Cancer Center at Orlando Health, is expected to begin treating
patients in first quarter 2016. We are in discussions with other hospitals around the country that have expressed strong interest
in partnering with AMS to develop proton centers of their own, also employing the advanced, single treatment room MEVION S250™
proton therapy system now being installed at UF Health Cancer Center at Orlando Health.
"With more than a year of clinical
experience with the world's first MEVION S250 system at the S. Lee Kling Proton Therapy Center at Barnes-Jewish Hospital and Washington
University School of Medicine in St. Louis, the issues of the device's reliability and throughput--top priorities for many hospitals
considering this system--have largely been put to rest. The clinical data from the first year of treating patients at this site
recently reported by Mevion are remarkably positive. The MEVION S250 took just 11 months to treat its first 100 patients--the fastest
per treatment room ramp-up of any proton therapy system. The system has already treated more than 20 patients in a single day and
in a single work shift. The system also has demonstrated efficient treatment times, with 97% operational uptime just five months
after opening, and the ability to treat a diverse and complex array of cancers in both children and adult.
"Just last month, the MEVION S250
proton therapy system located at the Ackerman Cancer Center in Jacksonville, Florida became the second system to begin treating
patients with this advanced form of radiation therapy.
"This is why we are confident that
we can launch additional proton projects in short order once appropriate financing is available. Based on the outstanding performance
of the MEVION S250 in St. Louis, the initial patient treatments at the Ackerman Cancer Center, and the progress of our device in
Orlando, lenders we speak with are increasingly comfortable that the demonstrated clinical advantages of proton technology in the
treatment of a wide range of cancers will support a robust economic return for the Mevion device, even with its relatively high
purchase price and long lead time required to get the system up and running compared to other radiotherapy devices."
Earnings Conference Call
American Shared has scheduled a conference
call at 12:00 p.m. PDT (3:00 p.m. EDT) today. To participate in the live call, dial (800) 351-9852 at least 5 minutes prior to
the scheduled start time. A simultaneous WebCast of the call may be accessed through the Company's website, www.ashs.com,
or through CCBN, www.earnings.com (individual investors) or www.streetevents.com (institutional investors). A replay
will be available for 30 days at these same internet addresses, or by calling (888) 843-7419, pass code 3972 5527#.
About AMS
American Shared Hospital Services provides
turnkey technology solutions for advanced radiosurgical and radiation therapy services. AMS is the world leader in providing Gamma
Knife radiosurgery equipment, a non-invasive treatment for malignant and benign brain tumors, vascular malformations and trigeminal
neuralgia (facial pain). The Company also offers the latest IGRT and IMRT systems, as well as its proprietary Operating Room for
the 21st CenturySM concept. AMS owns a common stock investment in Mevion Medical Systems, Inc., developer of the compact
MEVION S250 Proton Therapy System.
Safe Harbor Statement
This press release may be deemed to
contain certain forward-looking statements with respect to the financial condition, results of operations and future plans of American
Shared Hospital Services, which involve risks and uncertainties including, but not limited to, the risks of the Gamma Knife and
radiation therapy businesses, the risks of developing The Operating Room for the 21st Century program, the risks of investing in
a development-stage company, Mevion Medical Systems, Inc., and the risks of the timing, financing, and operations of the Company’s
proton therapy business. Further information on potential factors that could affect the financial condition, results of operations
and future plans of American Shared Hospital Services is included in the filings of the Company with the Securities and Exchange
Commission, including the Company's Annual Report on Form 10-K for the year ended December 31, 2014, and the definitive Proxy Statement
for the Annual Meeting of Shareholders to be held on June 16, 2015.
Contacts: |
American Shared Hospital
Services |
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Ernest A. Bates, M.D., (415) 788-5300 |
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Chairman and Chief Executive Officer |
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eabates@ashs.com |
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Berkman Associates |
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Neil Berkman, (310) 477-3118 |
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President |
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info@berkmanassociates.com |
AMERICAN SHARED HOSPITAL SERVICES |
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PRESS RELEASE |
May 14, 2015 |
Page 4 |
First Quarter 2015 Financial Results |
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Selected Financial Data |
(unaudited) |
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Summary of Operations Data | |
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Three months ended | |
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March 31, | |
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2015 | | |
2014 | |
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Revenue | |
$ | 4,117,000 | | |
$ | 4,064,000 | |
Costs of revenue | |
| 2,520,000 | | |
| 2,775,000 | |
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Gross margin | |
| 1,597,000 | | |
| 1,289,000 | |
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Selling & administrative expense | |
| 821,000 | | |
| 922,000 | |
Interest expense | |
| 320,000 | | |
| 470,000 | |
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Operating income (loss) | |
| 456,000 | | |
| (103,000 | ) |
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Gain from foreign currency transactions | |
| -- | | |
| 15,000 | |
Interest & other income | |
| 6,000 | | |
| 9,000 | |
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Income (loss) before income taxes | |
| 462,000 | | |
| (79,000 | ) |
Income tax expense (benefit) | |
| 130,000 | | |
| (30,000 | ) |
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Net income (loss) | |
| 332,000 | | |
| (49,000 | ) |
Less: Net income attributable | |
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to non-controlling interest | |
| (204,000 | ) | |
| (47,000 | ) |
Net income (loss) attributable to | |
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American Shared Hospital Services | |
$ | 128,000 | | |
$ | (96,000 | ) |
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Earnings (loss) per common share: | |
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Basic | |
$ | 0.02 | | |
$ | (0.02 | ) |
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Assuming dilution | |
$ | 0.02 | | |
$ | (0.02 | ) |
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| Balance Sheet Data | |
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| March 31, | | |
| Dec. 31, | |
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| 2015 | | |
| 2014 | |
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Cash and cash equivalents | |
$ | 927,000 | | |
$ | 1,059,000 | |
Current assets | |
$ | 5,853,000 | | |
$ | 14,247,000 | |
Certificate of deposit | |
$ | -- | | |
$ | 9,000,000 | |
Investment in equity securities | |
$ | 2,709,000 | | |
$ | 2,709,000 | |
Total assets | |
$ | 58,953,000 | | |
$ | 67,528,000 | |
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Current liabilities | |
$ | 7,583,000 | | |
$ | 16,251,000 | |
Shareholders' equity | |
$ | 26,434,000 | | |
$ | 26,154,000 | |
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