Form 8-K AMERICAN SHARED HOSPITAL For: May 09
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 9, 2019
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.) |
Two Embarcadero Center, Suite 410, 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)) |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ¨
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
| Common Stock | AMS | NYSE American |
Item 2.02 Results of Operations and Financial Conditions
On May 9, 2019 the Company issued a press release announcing its financial results for the first quarter 2019. 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 9, 2019
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: | May 9, 2019 | 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 First Quarter 2019 Results
Proton Revenue Increased 34.8%
San Francisco, CA – May 9, 2019 – American Shared Hospital Services (NYSE American: AMS) (the "Company"), a leading provider of turnkey technology solutions for advanced radiosurgical and radiation therapy services, today announced financial results for the first quarter of 2019.
Recent Highlights
| · | Total revenue in the first quarter was $5,321,000, a 0.3% increase vs. comparable period in 2018. Proton therapy revenue of $1,642,000 increased 34.8% quarter over quarter. Gamma Knife revenue of $3,411,000 declined 7.5% quarter over quarter due to the expiration of two customer contracts in April 2018 and January 2019. |
| · | Total proton therapy fractions in the first quarter increased 26.9% quarter over quarter. The increase for the first quarter was the result of continuing increased awareness of the benefits of proton therapy treatment. |
| · | Net income in the first quarter was $270,000, a 30.8% decrease vs. net income for the comparable period in 2018. The decrease in net income was due to increased operating costs, primarily maintenance costs of $42,000 and depreciation expense of $237,000. |
Chairman and Chief Executive Officer Ernest A. Bates, M.D., said, “Our Proton Therapy business at Orlando Health – UF Health Cancer Center continues to deliver to expectations, posting steady procedural gains across varied indications. We remain in active discussions as we develop our Proton Therapy business pipeline, including a Hyperscan upgrade of two systems that we plan to place into new markets. Turning to Gamma Knife, as expected, we initiated patient treatments early in the first quarter at Methodist Hospitals in Merillville, Indiana, which should support operations. While still early, we are pleased with traction gained in the first quarter, noting a 6% sequential increase in Gamma Knife procedures compared with the fourth quarter of 2018, resulting in a 10% sequential increase in revenue. We also recently signed an agreement to upgrade the first of six Gamma Knife units to Icon, extending our 20-year relationship with Kettering Medical Center in Ohio, allowing us to capture incremental revenue opportunities. Installation remains on schedule for completion in the second half of 2019. We look forward to providing updates as we execute on our plans.”
Financial Results for the Three Months Ended March 31, 2019
For the three months ended March 31, 2019, revenues increased 0.3% to $5,321,000 compared to revenues of $5,305,000 for the first quarter of 2018.
First quarter revenue for the Company's initial proton therapy system installed at Orlando Health in Florida increased 34.8% to $1,642,000 compared to revenue for the first quarter of 2018 of $1,218,000.
Revenue for the Company's Gamma Knife operations decreased 7.5% to $3,411,000 for the first quarter of 2019 compared to $3,688,000 for the first quarter of 2018. The decline was due to the expiration of two customer sites in April 2018 and January 2019.
Gross margin for the first quarter of 2019 decreased to $1,937,000 or 36.4% of revenue, compared to gross margin of $2,206,000 or 41.6% of revenue for the first quarter of 2018. This reflected an increase in operating costs, primarily maintenance and depreciation expense.
Net income for the first quarter of 2019 was $270,000, or $0.05 per share. This compares to net income for the first quarter of 2018 of $390,000, or $0.07 per share.
Adjusted EBITDA, a non-GAAP financial measure, was $2,710,000 for the first quarter of 2019, compared to $2,677,000 for the first quarter of 2018.
Balance Sheet Highlights
At March 31, 2019, cash, cash equivalents, and restricted cash was $2,399,000, compared to $1,792,000 at December 31, 2018. Shareholders' equity at March 31, 2019 was $31,479,000, or $5.51 per outstanding share. This compares to shareholders' equity at December 31, 2018 of $31,048,000, or $5.43 per outstanding share.
Conference Call and Webcast Information
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 1 (800) 446-1671 at least 5 minutes prior to the scheduled start time and mention confirmation number 48595189. 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 until May 23, 2019 at the same internet addresses, or by dialing 1 (888) 843-7419 and entering 48595189# 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, and the latest IGRT and IMRT systems.
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 continued growth in volume of the MEVION S250 system, the expansion of the Company's proton therapy business, and the timing of treatments by new Gamma Knife systems) which involve risks and uncertainties including, but not limited to, the risks of variability of financial results between quarters, the risks of the Gamma Knife and radiation therapy businesses, 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, 2018, and the definitive Proxy Statement for the Annual Meeting of Shareholders to be held on June 21, 2019.
Non-GAAP Financial Measure
Adjusted EBITDA, the non-GAAP measure 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 before income taxes, income from operations, net income attributable to the Company, earnings 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 stock-based compensation expense. 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
PCG Advisory, Inc., Investor Relations
Vivian Cervantes
P: 646-863-6274
American Shared Hospital Services
Statement of Operations
| Three months ended March 31, | ||||||||
| 2019 | 2018 | |||||||
| Revenues | $ | 5,321,000 | $ | 5,305,000 | ||||
| Costs of revenue | 3,384,000 | 3,099,000 | ||||||
| Gross margin | 1,937,000 | 2,206,000 | ||||||
| Selling & administrative expense | 1,055,000 | 986,000 | ||||||
| Interest expense | 367,000 | 425,000 | ||||||
| Operating income | 515,000 | 795,000 | ||||||
| Interest & other income | 4,000 | 5,000 | ||||||
| Income before income taxes | 519,000 | 800,000 | ||||||
| Income tax expense | 124,000 | 150,000 | ||||||
| Net income | 395,000 | 650,000 | ||||||
| Less: Net income attributable to non-controlling interest | (125,000 | ) | (260,000 | ) | ||||
| Net income attributable to American Shared Hospital Services | $ | 270,000 | $ | 390,000 | ||||
| Earnings per common share: | ||||||||
| Basic | $ | 0.05 | $ | 0.07 | ||||
| Assuming dilution | $ | 0.05 | $ | 0.07 | ||||
American Shared Hospital Services
Balance Sheet Data
| March 31, 2019 | December 31, 2018 | |||||||
| Cash, cash equivalents, and restricted cash | $ | 2,399,000 | $ | 1,792,000 | ||||
| Current assets | 9,638,000 | 9,946,000 | ||||||
| Total assets | $ | 56,857,000 | $ | 57,502,000 | ||||
| Current liabilities | $ | 8,787,000 | $ | 9,474,000 | ||||
| Shareholders' equity | $ | 31,479,000 | $ | 31,048,000 | ||||
American Shared Hospital Services
Adjusted EBITDA
|
|
Mar 31, 2019 | Mar 31, 2018 | |||||||
|
Net Income |
$ | 270,000 | $ | 390,000 | |||||
| Plus: | Income tax expense | 124,000 | 150,000 | ||||||
| Interest expense | 367,000 | 425,000 | |||||||
| Depreciation and amortization expense | 1,894,000 | 1,657,000 | |||||||
| Stock-based compensation expense | 55,000 | 55,000 | |||||||
|
Adjusted EBITDA |
$ | 2,710,000 | $ | 2,677,000 | |||||