Form 8-K AMERICAN SHARED HOSPITAL For: Aug 10
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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): August 10, 2016 | ||
| AMERICAN SHARED HOSPITAL SERVICES | ||
| (Exact name of registrant as specified in charter) | ||
| California | 1-08789 | 94-2918118 |
| (State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
| Four Embarcadero Center, Suite 3700, San Francisco, CA 94111 | ||
| (Address of principal executive offices) | ||
| Registrant’s telephone number, including area code 415-788-5300 | ||
| (Former name or former address, if changed since last report) | ||
|
| ||
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 August 10, 2016, the Company issued a press release announcing its financial results for the second quarter 2016. 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 August 10, 2016
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.
| American Shared Hospital Services | |||||
| Date: | August 10, 2016 | By: | /s/ Ernest A. Bates, M.D. | ||
| Name: | Ernest A. Bates, M.D. | ||||
| Title: | Chairman and CEO | ||||
Exhibit 99.1
AMERICAN SHARED HOSPITAL SERVICES
REPORTS 2016 SECOND QUARTER RESULTS
San Francisco, CA – August 10, 2016 -- AMERICAN SHARED HOSPITAL SERVICES (NYSE MKT: AMS) (the "Company"), a leading provider of turnkey technology solutions for advanced radiosurgical and radiation therapy services, today announced financial results for the second quarter of 2016.
Second Quarter Results
For the three months ended June 30, 2016, medical services revenue increased 2.8% to $4,518,000 compared to medical services revenue of $4,394,000 for the second quarter of 2015.
Revenue for the Company's initial proton therapy system installed at The Marjorie and Leonard Williams Center for Proton Therapy at UF Health Cancer Center-Orlando Health in Florida, which began treating patients in April, was $446,000.
Revenue for the Company's Gamma Knife operations decreased to $3,962,000 for the second quarter of 2016 compared to $4,281,000 for the second quarter of 2015, reflecting a 6.9% decrease in treatment volume versus prior year.
Net income attributable to the Company for the second quarter of 2016 was $93,000, or $0.02 per share. This compares to a net loss attributable to the Company for the second quarter of 2015 of $1,970,000, or $0.36 per share, which included the loss attributable to an impairment charge of $2,114,000 related to the Company’s strategic equity investment in Mevion Medical Systems. Adjusted net income attributable to the Company for the second quarter of 2015, after excluding the loss attributable to the impairment charge, was $144,000, or $0.03 per share.
Medical services gross margin for the second quarter of 2016 was essentially unchanged at 40.7% of revenue, compared to medical services gross margin of 41.0% of revenue for the second quarter of 2015.
Operating income decreased to $443,000 for the second quarter of 2016 compared to operating income of $478,000 for the same period a year earlier, primarily the result of higher interest expense associated with the proton system in Florida. Adjusted pre-tax income, net of income attributable to non-controlling interest, was $186,000 for the second quarter of 2016. This compares to adjusted pre-tax income, net of income attributable to non-controlling interest and the loss attributable to the impairment charge related to the Company’s equity investment in Mevion, of $250,000 for the second quarter of 2015.
Selling and administrative expenses for the second quarter of 2016 decreased slightly to $963,000, compared to selling and administrative expenses of $979,000 for the second quarter of 2015.
Adjusted EBITDA, a non-GAAP financial measure, was $2,328,000 for the second quarter of 2016, compared to $2,246,000 for the second quarter of 2015. Please refer to the financial statements included with this press release for a reconciliation of GAAP to this non-GAAP financial measure.
Six Months Results
For the six months ended June 30, 2016, medical services revenue increased 2.9% to $8,756,000 compared to medical services revenue of $8,511,000 for the first six months of 2015.
Gamma Knife treatment volume decreased 3.4% for the first six months of 2016 compared to the same period of 2015. Excluding treatments at a customer site whose contract expired at the end of the first quarter of 2015, Gamma Knife volume was down 0.8% for this year's first half compared to the first half of 2015.
Net income attributable to the Company for the first six months of 2016 was $144,000, or $0.03 per share. This compares to a net loss attributable to the Company for the first six months of 2015 of $1,842,000, or $0.34 per share. Excluding the loss on early extinguishment of debt of $108,000 during the first half of 2016, net of estimated taxes, adjusted net income attributable to the Company for the first half of 2016 was $208,000, or $0.04 per share. This compares to adjusted net income attributable to the Company for the first half of 2015, excluding the loss attributable to the impairment charge, of $272,000, or $0.05 per share.
Adjusted EBITDA was $4,457,000 for the first six months of 2016, compared to $4,365,000 for the first six months of 2015.
Balance Sheet Highlights
At June 30, 2016, cash, cash equivalents and restricted cash was $1,814,000 compared to $2,259,000 at December 31, 2015. Shareholders' equity at June 30, 2016 was $25,690,000, or $4.79 per outstanding share. This compares to shareholders' equity at December 31, 2015 of $25,180,000, or $4.69 per outstanding share.
CEO Comments
Chairman and Chief Executive Officer Ernest A. Bates, M.D., said, "Treatment volume at our first proton therapy center, at UF Health Cancer Center-Orlando Health, ramped up much faster than we anticipated when the system began treating patients in April. The MEVION S250 system we supplied the Orlando center performed 442 fractions during the quarter, reliably and with outstanding patient throughput. We expect this system to contribute more significantly to revenue in this year's second half as the center moves further up the learning curve and volume increases. We plan to expand our proton therapy business, and are currently in discussions with several other hospitals seeking to partner with AMS to develop proton centers of their own.
"Volume in our Gamma Knife business was down marginally for this year's first six months compared to the same period of 2015, excluding volume lost due to the expiration of a customer contract at the end of last year's first quarter. We attribute this slight decrease to normal variation in the flow of new cancer patients at several of our sites this year compared to last. Nevertheless, gross margins in our Gamma Knife business remain robust, and we continue to work diligently to improve profitability and utilization of the 17 Gamma Knife systems AMS currently has placed at hospitals around the country."
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) 588-4973 at least 5 minutes prior to the scheduled start time, and mention confirmation number 4314 7466. A simultaneous WebCast of the call may be accessed through the Company's website, www.ashs.com, or www.streetevents.com (institutional investors). A replay will be available for 30 days at these same internet addresses, or by dialing 888-843-7419 and entering 4314 7466# when prompted.
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 proton therapy, 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 (including statements regarding the expected contribution to revenue from the MEVION S250 system, the expansion of the Company's proton therapy business, and efforts to improve profitability and utilization) 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 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, 2015, its Form 10-Q for the quarter ended March 31, 2016, and the definitive Proxy Statement for the Annual Meeting of Shareholders held on June 21, 2016.
Non-GAAP Financial Measures
None of adjusted EBITDA, adjusted pre-tax income and adjusted net income attributable to the Company, the non-GAAP measures presented in this press release and supplementary information, is a measure of performance under the accounting principles generally accepted in the United States ("GAAP"). These non-GAAP financial measures should not be considered as substitute for, and investors should also consider, income (loss) before income taxes, income from operations, net income attributable to the Company, earnings (loss) per share and other measures of performance as defined by GAAP as indicators of the Company's performance or profitability. We use these non-GAAP financial measures as a means to evaluate period-to-period comparisons. Our management believes that these non-GAAP financial measures provide meaningful supplemental information regarding our performance by excluding certain expenses and charges that may not be indicative of the operating results of our recurring core business, such as the impairment charge related to the Company's equity investment in Mevion and the loss on early extinguishment of debt. We believe that both management and investors benefit from referring to these non-GAAP financial measures in assessing our performance.
| Contacts: | American Shared Hospital Services |
Ernest A. Bates, M.D., (415) 788-5300
Chairman and Chief Executive Officer
Berkman Associates
Neil Berkman, (310) 477-3118
President
| AMERICAN SHARED HOSPITAL SERVICES | |
| PRESS RELEASE | August 10, 2016 |
| Page 4 | Second Quarter 2016 Financial Results |
| Selected Financial Data | |
| (unaudited) | |
| Summary of Operations Data | ||||||||||||||||
| Three months ended | Six months ended | |||||||||||||||
| June 30, | June 30, | |||||||||||||||
| 2016 | 2015 | 2016 | 2015 | |||||||||||||
| Medical services revenue | $ | 4,518,000 | $ | 4,394,000 | $ | 8,756,000 | $ | 8,511,000 | ||||||||
| Costs of revenue | 2,679,000 | 2,592,000 | 5,184,000 | 5,112,000 | ||||||||||||
| Gross margin | 1,839,000 | 1,802,000 | 3,572,000 | 3,399,000 | ||||||||||||
| Selling & administrative expense | 963,000 | 979,000 | 1,912,000 | 1,800,000 | ||||||||||||
| Interest expense | 433,000 | 345,000 | 718,000 | 665,000 | ||||||||||||
| Operating income | 443,000 | 478,000 | 942,000 | 934,000 | ||||||||||||
| (Loss) on write down | ||||||||||||||||
| investment in equity securities | -- | (2,114,000 | ) | -- | (2,114,000 | ) | ||||||||||
| (Loss) on early extinguishment of debt | -- | -- | (108,000 | ) | -- | |||||||||||
| Other income | 3,000 | 5,000 | 8,000 | 11,000 | ||||||||||||
| Income (loss) before income taxes | 446,000 | (1,631,000 | ) | 842,000 | (1,169,000 | ) | ||||||||||
| Income tax expense | 93,000 | 106,000 | 157,000 | 236,000 | ||||||||||||
| Net income (loss) | $ | 353,000 | $ | (1,737,000 | ) | $ | 685,000 | $ | (1,405,000 | ) | ||||||
| Less: Net (income) attributable | ||||||||||||||||
| to non-controlling interest | (260,000 | ) | (233,000 | ) | (541,000 | ) | (437,000 | ) | ||||||||
| Net income (loss) attributable to | ||||||||||||||||
| American Shared Hospital Services | $ | 93,000 | $ | (1,970,000 | ) | $ | 144,000 | $ | (1,842,000 | ) | ||||||
| Income (loss) per common share: | ||||||||||||||||
| Basic | $ | 0.02 | $ | (0.36 | ) | $ | 0.03 | $ | (0.34 | ) | ||||||
| Assuming dilution | $ | 0.02 | $ | (0.36 | ) | $ | 0.03 | $ | (0.34 | ) | ||||||
| Balance Sheet Data | |||||||||
| Jun. 30, | Dec. 31, | ||||||||
| 2016 | 2015 | ||||||||
| Cash and cash equivalents | $ | 1,814,000 | $ | 2,259,000 | |||||
| Current assets | $ | 6,527,000 | $ | 6,007,000 | |||||
| Investment in equity securities | $ | 579,000 | $ | 579,000 | |||||
| Total assets | $ | 59,301,000 | $ | 54,114,000 | |||||
| Current liabilities | $ | 9,577,000 | $ | 8,698,000 | |||||
| Shareholders' equity | $ | 25,690,000 | $ | 25,180,000 | |||||
| AMERICAN SHARED HOSPITAL SERVICES | |
| PRESS RELEASE | August 10, 2016 |
| Page 5 | Second Quarter 2016 Financial Results |
Reconciliation of non-GAAP results of operations to the nearest comparable GAAP measures
| Three months ended | Six months ended | |||||||||||||||
| 2016 | 2015 | 2016 | 2015 | |||||||||||||
| Income (loss) before income taxes | $ | 446,000 | $ | (1,631,000 | ) | $ | 842,000 | $ | (1,169,000 | ) | ||||||
| Less: Net (income) attributable | ||||||||||||||||
| to non-controlling interest | $ | (260,000 | ) | $ | (233,000 | ) | $ | (541,000 | ) | $ | (437,000 | ) | ||||
| Income before income taxes, net of | ||||||||||||||||
| income attributable to non-controlling interest | $ | 186,000 | $ | (1,864,000 | ) | $ | 301,000 | $ | (1,606,000 | ) | ||||||
| Loss on write down of investment in equity securities | $ | -- | $ | 2,114,000 | $ | -- | $ | 2,114,000 | ||||||||
| Early extinguishment of debt, net of estimated tax | $ | -- | $ | -- | $ | 64,000 | $ | -- | ||||||||
| Adjusted pre-tax income | $ | 186,000 | $ | 250,000 | $ | 365,000 | $ | 508,000 | ||||||||
| Net income (loss) | $ | 93,000 | $ | (1,970,000 | ) | $ | 144,000 | $ | (1,842,000 | ) | ||||||
| Loss on write down of investment in equity securities | $ | -- | $ | 2,114,000 | $ | -- | $ | 2,114,000 | ||||||||
| Early extinguishment of debt, net of estimated tax | $ | -- | $ | -- | $ | 64,000 | $ | -- | ||||||||
| Adjusted net income | $ | 93,000 | $ | 144,000 | $ | 208,000 | $ | 272,000 | ||||||||
| Adjusted net income per common share: | $ | 0.02 | $ | 0.03 | $ | 0.04 | $ | 0.05 | ||||||||
| AMERICAN SHARED HOSPITAL SERVICES | |
| PRESS RELEASE | August 10, 2016 |
| Page 6 | Second Quarter 2016 Financial Results |
| Adjusted EBITDA | |
| Three months ended | Six months ended | |||||||||||||||
| June 30, | June 30, | |||||||||||||||
| 2016 | 2015 | 2016 | 2015 | |||||||||||||
| Net Income (loss) | $ | 93,000 | $ | (1,970,000 | ) | $ | 144,000 | $ | (1,842,000 | ) | ||||||
| Plus: | ||||||||||||||||
| Income Tax Expense | $ | 93,000 | $ | 106,000 | $ | 157,000 | $ | 236,000 | ||||||||
| Interest Expense | $ | 433,000 | $ | 345,000 | $ | 718,000 | $ | 665,000 | ||||||||
| Depreciation and Amortization Expense | $ | 1,649,000 | $ | 1,593,000 | $ | 3,211,000 | $ | 3,098,000 | ||||||||
| Share-Based Payment | $ | 60,000 | $ | 58,000 | $ | 119,000 | $ | 94,000 | ||||||||
| Loss on Write Down Mevion | $ | -- | $ | 2,114,000 | $ | -- | $ | 2,114,000 | ||||||||
| Early Extinguishment of Debt | $ | -- | $ | -- | $ | 108,000 | $ | -- | ||||||||
| Adjusted EBITDA | $ | 2,328,000 | $ | 2,246,000 | $ | 4,457,000 | $ | 4,365,000 | ||||||||
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