e10vq
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 10-Q
(Mark One)
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QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934 |
For the quarterly period ended March 31, 2008 or
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934 |
For the transition period from to .
Commission file number 1-08789
American
Shared Hospital Services
(Exact name of registrant as specified in its charter)
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California
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94-2918118 |
(State or other jurisdiction of
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(IRS Employer |
Incorporation or organization)
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Identification No.) |
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Four Embarcadero Center, Suite 3700, San Francisco, California
(Address of Principal Executive Offices)
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94111
(Zip Code) |
Registrants telephone number, including area code: (415) 788-5300
Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by
Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for
such shorter period that the Registrant was required to file such reports), and (2) has been
subject to such filing requirements for the past 90 days. Yes
þ No o
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a
non-accelerated filer or a smaller reporting company. See definition of large accelerated filer,
accelerated filer, and smaller reporting company in Rule 12b-2 of the Exchange Act. (Check
one):
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Large Accelerated Filer o
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Accelerated Filer
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Non-Accelerated Filer o
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Smaller reporting company
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(Do not check if a smaller reporting company) |
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As of April 1, 2008, there are outstanding 5,026,587 shares of the Registrants common stock.
TABLE OF CONTENTS
PART I FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
AMERICAN SHARED HOSPITAL SERVICES
CONDENSED CONSOLIDATED BALANCE SHEETS
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(unaudited) |
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(audited) |
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March 31, 2008 |
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December 31, 2007 |
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ASSETS |
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Current assets: |
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Cash and cash equivalents |
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$ |
6,292,000 |
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$ |
6,340,000 |
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Restricted cash |
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50,000 |
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50,000 |
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Securities-current |
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3,170,000 |
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2,605,000 |
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Accounts receivable, net of allowance for
doubtful accounts of $100,000 in 2008
and $170,000 in 2007 |
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5,238,000 |
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4,886,000 |
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Other receivables |
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1,833,000 |
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250,000 |
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Prepaid expenses and other assets |
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420,000 |
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417,000 |
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Current deferred tax assets |
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301,000 |
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301,000 |
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Total current assets |
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17,304,000 |
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14,849,000 |
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Property and equipment: |
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Medical equipment and facilities |
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68,232,000 |
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66,562,000 |
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Office equipment |
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699,000 |
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699,000 |
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Deposits and construction in progress |
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6,609,000 |
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8,947,000 |
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75,540,000 |
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76,208,000 |
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Accumulated depreciation and
amortization |
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(32,146,000 |
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(31,982,000 |
) |
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Net property and equipment |
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43,394,000 |
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44,226,000 |
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Securities-long term |
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0 |
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1,065,000 |
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Investment in preferred stock |
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2,617,000 |
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2,617,000 |
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Other assets |
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278,000 |
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287,000 |
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Total assets |
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$ |
63,593,000 |
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$ |
63,044,000 |
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LIABILITIES AND
SHAREHOLDERS EQUITY |
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Current liabilities: |
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Accounts payable |
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$ |
844,000 |
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$ |
795,000 |
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Employee
compensation and benefits |
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122,000 |
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142,000 |
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Other accrued liabilities |
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830,000 |
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793,000 |
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Current portion of long-term debt |
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7,685,000 |
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7,180,000 |
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Current portion of obligations under capital leases |
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1,114,000 |
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1,092,000 |
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Line of credit advances |
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4,100,000 |
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4,100,000 |
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Total current liabilities |
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14,695,000 |
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14,102,000 |
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Long-term debt, less current portion |
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21,291,000 |
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21,285,000 |
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Long-term capital leases, less current portion |
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2,433,000 |
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2,719,000 |
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Deferred income taxes |
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2,245,000 |
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2,245,000 |
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Minority interest |
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3,199,000 |
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3,153,000 |
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Shareholders equity: |
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Common stock, without par
value: authorized shares - 10,000,000; issued
and outstanding shares, 5,026,000 in 2008
and 5,026,000 in 2007 |
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9,320,000 |
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9,320,000 |
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Additional paid-in capital |
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4,338,000 |
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4,304,000 |
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Retained earnings |
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6,072,000 |
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5,916,000 |
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Total shareholders equity |
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19,730,000 |
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19,540,000 |
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Total liabilities and shareholders equity |
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$ |
63,593,000 |
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$ |
63,044,000 |
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See accompanying notes
2
AMERICAN SHARED HOSPITAL SERVICES
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
(Unaudited)
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Three Months ended March 31, |
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2008 |
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2007 |
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Medical services revenue |
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$ |
4,725,000 |
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$ |
4,749,000 |
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Costs of revenue: |
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Maintenance and supplies |
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278,000 |
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346,000 |
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Depreciation and amortization |
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1,558,000 |
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1,453,000 |
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Other direct operating costs |
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820,000 |
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720,000 |
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2,656,000 |
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2,519,000 |
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Gross Margin |
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2,069,000 |
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2,230,000 |
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Selling and administrative expense |
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1,107,000 |
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1,161,000 |
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Interest expense |
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568,000 |
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467,000 |
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Operating income |
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394,000 |
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602,000 |
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Interest and other income |
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147,000 |
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118,000 |
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Minority interest expense |
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(236,000 |
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(300,000 |
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Income before income taxes |
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305,000 |
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420,000 |
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Income tax expense |
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149,000 |
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195,000 |
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Net income |
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$ |
156,000 |
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$ |
225,000 |
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Net income per share: |
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Earnings per common share basic |
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$ |
0.03 |
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$ |
0.04 |
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Earnings per common share assuming dilution |
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$ |
0.03 |
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$ |
0.04 |
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See accompanying notes
3
AMERICAN SHARED HOSPITAL SERVICES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
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Three Months ended March 31, |
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2008 |
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2007 |
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Operating activities: |
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Net income |
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$ |
156,000 |
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$ |
225,000 |
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Adjustments to reconcile net income to net cash from
operating activities: |
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Depreciation and amortization |
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1,593,000 |
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1,484,000 |
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Gain on sale of assets |
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(56,000 |
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0 |
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Minority interest in consolidated subsidiaries |
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236,000 |
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300,000 |
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Stock based compensation expense |
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34,000 |
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15,000 |
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Changes in operating assets and liabilities: |
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Receivables |
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(462,000 |
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(50,000 |
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Prepaid expenses and other assets |
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(4,000 |
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39,000 |
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Accounts payable and accrued liabilities |
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66,000 |
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(65,000 |
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Net cash from operating activities |
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1,563,000 |
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1,948,000 |
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Investing activities: |
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Payment for purchase of property and equipment |
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(2,168,000 |
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(1,209,000 |
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Proceeds from sales and maturities of marketable securities |
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500,000 |
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753,000 |
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Investment in marketable securities |
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0 |
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(1,494,000 |
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Net cash from investing activities |
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(1,668,000 |
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(1,950,000 |
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Financing activities: |
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Payment of dividends |
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0 |
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(239,000 |
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Distribution to minority owners |
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(190,000 |
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(361,000 |
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Long term debt financing on purchase of property and equipment |
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1,839,000 |
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2,110,000 |
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Payments on line of credit |
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0 |
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(800,000 |
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Principal payments on capital leases |
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(264,000 |
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(245,000 |
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Principal payments on long-term debt |
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(1,328,000 |
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(1,194,000 |
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Net cash from financing activities |
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57,000 |
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(729,000 |
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Net change in cash and cash equivalents |
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(48,000 |
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(731,000 |
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Cash and cash equivalents at beginning of period |
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6,340,000 |
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3,952,000 |
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Cash and cash equivalents at end of period |
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$ |
6,292,000 |
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$ |
3,221,000 |
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Supplemental cash flow disclosure: |
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Cash paid during the period for: |
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Interest |
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$ |
789,000 |
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$ |
503,000 |
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Income taxes |
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$ |
52,000 |
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$ |
210,000 |
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Schedule of non-cash investing and financing activities |
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Accrued dividends |
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$ |
0 |
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$ |
239,000 |
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Other receivables- Gamma Knife sale |
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$ |
1,473,000 |
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$ |
0 |
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See accompanying notes
4
AMERICAN SHARED HOSPITAL SERVICES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
Note 1. Basis of Presentation
In the opinion of management, the accompanying unaudited condensed consolidated financial
statements contain all adjustments (consisting of only normal recurring accruals) necessary to
present fairly American Shared Hospital Services consolidated financial position as of March 31,
2008 and the results of its operations for the three month periods ended March 31, 2008 and 2007,
which results are not necessarily indicative of results on an annualized basis. Consolidated
balance sheet amounts as of December 31, 2007 have been derived from audited financial statements.
These unaudited consolidated financial statements should be read in conjunction with the
audited financial statements for the year ended December 31, 2007 included in the Companys 10-K
filed with the Securities and Exchange Commission.
These financial statements include the accounts of American Shared Hospital Services (the
Company) and its wholly-owned subsidiaries: OR21, Inc. (OR21); MedLeader.com, Inc.
(MedLeader); American Shared Radiosurgery Services (ASRS); and ASRS majority-owned subsidiary,
GK Financing, LLC (GK Financing).
The Company through its majority-owned subsidiary, GK Financing, provided Gamma Knife units to
nineteen medical centers as of March 31, 2008 in Arkansas, Connecticut, Florida, Illinois,
Maryland, Massachusetts, Mississippi, Nevada, New Jersey, New Mexico, New York, Tennessee,
Oklahoma, Ohio, Pennsylvania, Texas and Wisconsin. The customer in Maryland exercised an early
termination option in its contract and purchased the Gamma Knife equipment it had been leasing
effective as of March 31, 2008.
The Company also directly provides radiation therapy and related equipment, including
Intensity Modulated Radiation Therapy (IMRT), Image Guided Radiation Therapy (IGRT) and a CT
Simulator to the radiation therapy department at an existing Gamma Knife site. This equipment
became operational during September 2007.
All significant intercompany accounts and transactions have been eliminated in consolidation.
Certain reclassifications have been made to the 2007 balances to conform with the 2008
presentation.
Note 2. Per Share Amounts
Per share information has been computed based on the weighted average number of common shares
and dilutive common share equivalents outstanding. For the three months ended March 31, 2008 basic
earnings per share was computed using 5,026,000 common shares and
5
diluted earnings per share was
computed using 5,028,000 common shares and equivalents. For the three months ended March 31,
2007 basic earnings per share was computed using 5,023,000 common shares and diluted earnings per
share was computed using 5,049,000 common shares and equivalents.
Note 3. Stock-based Compensation
On September 28, 2006, the Companys shareholders approved the 2006 Stock Incentive Plan (the
2006 Plan) under which 750,000 shares of the Companys common stock are reserved for issuance of
shares to officers of the Company, other key employees, non-employee directors, and advisors. The
2006 Plan serves as successor to the Companys previous two stock-based employee compensation
plans, the 1995 and 2001 Stock Option Plans. The shares reserved under those two plans, including
the shares of common stock subject to currently outstanding options under the plans, were
transferred to the 2006 Plan, and no further grants or share issuances will be made under the 1995
Plan or 2001 Plans. Under the 2006 Plan, there are 1,500 restricted stock units granted,
consisting of annual automatic grants to non-employee directors, and approximately 568,000 options
granted, of which approximately 142,000 options are vested, as of March 31, 2008.
In accordance with FASB Statement No. 123R, Accounting for Stock-Based Compensation, at the
beginning of 2006 the Company began expensing the fair value of its stock options issued, using the
modified prospective format. The Companys stock-based awards to employees are calculated using
the Black-Scholes valuation model. The Companys stock-based awards have characteristics
significantly different from those of traded options, and changes in the subjective input
assumptions can materially affect the present value estimates. The estimated fair value of the
Companys option grants awarded during 2008 was estimated assuming the following weighted-average
assumptions: seven year expected life, 40.6% expected volatility, 3.4% dividend yield, and 4.0%
risk-free interest rate. The estimated fair value of the Companys option grants awarded during
2007 was estimated assuming the following weighted-average assumptions: seven year expected life,
2572.5% expected volatility, 3.4% dividend yield, and 4.95.4% risk-free interest rate. The
estimated fair value of the Companys options is amortized over the period during which an employee
is required to provide service in exchange for the award, usually the vesting period. Accordingly,
stock-based compensation cost before income tax effect in the amount of approximately $34,000 is
reflected in first quarter 2008 net income, compared to approximately $15,000 in the same period in
the prior year.
FASB Statement No. 123R requires that excess tax benefits be reported as a financing cash inflow
rather than as a reduction of taxes paid. There were 50,000 options issued and no options
exercised during the three month period ended March 31, 2008. There were no excess tax benefits to
report.
Note 4. Convertible Preferred Stock Investment
On April 10, 2006 the Company invested $2,000,000 for a convertible preferred stock interest
in Still River Systems, Inc. (Still River), a development-stage company based in Littleton,
Massachusetts, which in collaboration with scientists from MITs Plasma Science and
6
Fusion Center, is developing a medical device for the treatment of cancer patients using proton beam radiation
therapy (PBRT). At the same time, the Company also purchased for $1,000,000 an option to acquire
two Monarch250 (formerly Clinatron 250) PBRT systems from Still River for anticipated
delivery in 2009. The Company subsequently exercised the option to purchase the two PBRT systems
and has made additional deposits of $1,000,000 towards their purchase. The PBRT systems are not
currently FDA approved.
The Companys initial investment in Still River consisted of approximately 2,353,000 shares of
Series B Convertible Preferred Stock. The Series B Convertible Preferred Stock is considered pari
passu with previously issued Series A Convertible Preferred Stock.
On September 5, 2007 the Company invested approximately $617,000 for an additional equity
interest in Still River Systems, Inc. This investment represents approximately 588,000 shares of
Series C Convertible Preferred Stock, which is considered pari passu with the previously issued
Series A and Series B Convertible Preferred Stock (all issues together Preferred Stock). Upon
conversion, the Companys fully diluted common stock interest in Still River is currently
approximately 5.9%.
The Preferred Stock is convertible at any time at the option of the holder into shares of
common stock of Still River at a conversion price, subject to certain adjustments, but initially
set at the original purchase price. The Preferred Stock has voting rights equivalent to the number
of common stock shares into which it is convertible, and holders of the Preferred Stock, subject to
certain exceptions, have a pro-rata right to participate in subsequent stock offerings. In the
event of liquidation, dissolution, or winding up of Still River, the Preferred Stock holders have
preference to the holders of common stock, and any other class or series of stock that is junior to
the Preferred Stock. The Company does not have the right to appoint a member of the Board of
Directors of Still River.
The Company accounts for its investment in Still River under the cost method.
Note 5. Accounting for Uncertainty in Income Taxes
Effective January 1, 2007, the Company adopted Financial Accounting Standards Interpretation,
or FIN, No. 48, Accounting for Uncertainty in Income Taxes an interpretation of FASB Statement
No. 109 (FIN 48). FIN 48 prescribes a recognition threshold and measurement attribute for the
financial statement recognition and measurement of uncertain tax positions taken or expected to be
taken in a companys income tax return, and also provides guidance on derecognition,
classification, interest and penalties, accounting in interim periods, disclosure, and transition.
As a result of the implementation of FIN 48, the Company recognized no change in the liability
for unrecognized tax benefits related to tax positions taken in prior periods, and no corresponding
change in retained earnings.
Additionally, FIN 48 specifies that tax positions for which the timing of the ultimate
resolution is uncertain should be recognized as long-term liabilities. The Company made no
7
reclassifications between current taxes payable and long term taxes payable upon adoption of FIN
48. Also, the Company had no amounts of unrecognized tax benefits that, if recognized, would
affect its effective income tax rate for January 1, 2007 and March 31, 2008.
The Companys policy for deducting interest and penalties is to treat interest as interest
expense and penalties as taxes. As of March 31, 2008 the Company had no amount accrued for the
payment of interest and penalties related to unrecognized tax benefits and no amounts as of the
adoption date of FIN 48.
The tax return years 2003 through 2007 remain open to examination by the major domestic taxing
jurisdictions to which the Company is subject. Net operating losses generated on a tax return
basis by the Company in 1995 through 1997 and 1999 through 2004 remain open to examination by the
major domestic taxing jurisdictions.
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Item 2. |
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Managements Discussion and Analysis of Financial Condition and Results of Operations |
This quarterly report to the Securities and Exchange Commission 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, and the risks of
investing in a development-stage company, Still River Systems, Inc. (Still River), without a
proven product. 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 Companys
Annual Report on Form 10-K for the year ended December 31, 2007 and the definitive Proxy Statement
for the Annual Meeting of Shareholders to be held on June 20, 2008.
Medical services revenue decreased $24,000 to $4,725,000 for the three month period ended
March 31, 2008 from $4,749,000 for the three month period ended March 31, 2007. The decrease is
primarily due to the termination of two Gamma Knife contracts at the end of their terms, one at the
end of third quarter 2007, and one in early 2008. The lower revenue was also attributable to three
Gamma Knife units being out of service for extended periods of time during first quarter 2008 for
upgrades or cobalt reloads. As a result of the contract terminations and upgrades, revenue from
Gamma Knife operations decreased to $4,361,000 for the three month period ended March 31, 2008
compared to $4,749,000 for the three month period ended March 31, 2007. The decrease in Gamma
Knife revenue was partially offset by $364,000 in revenue generated from the Companys new
radiation therapy contract, which became operational in September 2007, to provide IGRT and related
equipment and services to an existing Gamma Knife customer.
The Company had nineteen Gamma Knife units in operation at March 31, 2008 compared to
twenty-one at March 31, 2007. One Gamma Knife retail customer chose to exercise an early
termination provision in its lease, effective as of March 31, 2008, which reduces the number of
Gamma Knife units the Company has in operation as of April 1, 2008 to eighteen.
8
Fourteen of the
Companys eighteen current Gamma Knife customers are under fee-per-use contracts, and four
customers are under retail arrangements. Retail arrangements are further classified as either
turn-key or net revenue sharing. Revenue from fee per use contracts is recorded on a gross basis
as determined by each hospitals contracted rate. Under turn-key arrangements, the Company
receives payment from the hospital in the amount of its reimbursement from third party payors, and
is responsible for paying all the operating costs of the Gamma Knife. Revenue is recorded on a
gross basis and estimated based on historical experience and hospital contracts with third party
payors. For net revenue sharing arrangements the Company receives a contracted percentage of the
reimbursement received by the hospital less the operating expenses of the Gamma Knife. Revenue is
recorded on a net basis and estimated based on historical experience.
The equipment provided under the Companys contract to provide additional radiation therapy
and related equipment services to an existing Gamma Knife customer began operation in September
2007. This contract is considered a retail arrangement and revenue is recorded on a net revenue
sharing basis.
The number of Gamma Knife procedures decreased by 130 to 477 in first quarter 2008 from 607 in
the same quarter in the prior year. This decrease was primarily due to the loss of two Gamma Knife
contracts, whose leases expired at the end of their terms in September 2007 and January 2008. It
was also partially due to down time of several weeks at two existing Gamma Knife sites for upgrades
to Perfexion systems and a cobalt reload at another of the Companys sites.
Total costs of revenue increased $137,000 to $2,656,000 for the three month period ended March
31, 2008 from $2,519,000 for the three month period ended March 31, 2007. Maintenance and supplies
decreased by $68,000 for the three month period ended March 31, 2008 compared to the same period in
the prior year, primarily due to fewer Gamma Knife customer contracts, as well as more Gamma Knife
units under warranty because of upgrades. Depreciation and amortization increased by $105,000 for
the three month period ended March 31, 2008 compared to the same period in the prior year primarily
due to additional equipment cost because of the new radiation therapy contract and the Gamma Knife
upgrades and cobalt reloads, which more than offset any reduction in depreciation from the two
discontinued Gamma Knife sites. Other direct operating costs increased by $100,000 for the three
month period ended March 31, 2008 compared to the same period in the prior year primarily due to
higher site specific marketing related costs.
Selling and administrative costs decreased by $54,000 to $1,107,000 for the three month period
ended March 31, 2008 from $1,161,000 for the three month period ended March 31, 2007. This
decrease was primarily due to lower costs from consulting services, partially offset by increased
payroll related costs and accounting fees.
Interest expense increased by $101,000 to $568,000 for the three month period ended March 31,
2008 from $467,000 for the three month period ended March 31, 2007 primarily due to term financing
obtained on the radiation therapy contract, the three Gamma Knife upgrades and the two Gamma Knife
cobalt reloads over the previous several months. The additional
9
interest expense from this
financing was partially offset by lower interest expense on the debt relating to the more mature
Gamma Knife units. The mature units have lower interest expense because interest expense decreases
as the outstanding principal balance of each loan is reduced.
Interest and other income increased by $29,000 to $147,000 for the three month period ended
March 31, 2008 from $118,000 for the three month period ended March 31, 2007 primarily due to a
gain on the sale of equipment of approximately $56,000, which was partially offset by a reduction
in interest income as a result of lower interest rates available on invested cash balances.
Minority interest decreased by $64,000 to $236,000 for the three month period ended March 31,
2008 from $300,000 for the three month period ended March 31, 2007 due to decreased profitability
of GK Financing. Minority interest represents the 19% interest of GK Financing owned by a third
party.
Income tax expense decreased by $46,000 to $149,000 in the first quarter 2008 compared to
$195,000 in the first quarter 2007. Based on the Companys current estimated effective income tax
rate for 2008, a 49% income tax provision was recorded in first quarter 2008 compared to a 46%
income tax provision in first quarter 2007; however, income tax expense is lower because income
before income taxes is $115,000 less than in first quarter 2007.
The Company had net income of $156,000 ($0.03 per diluted share) for the three month period
ended March 31, 2008 compared to net income of $225,000 ($0.04 per diluted share) in the same
period in the prior year. The decrease was primarily due to increased costs of revenue,
specifically depreciation from additional equipment, and interest expense from the related
financing on that equipment.
Liquidity and Capital Resources
The Company had cash and cash equivalents of $6,292,000 at March 31, 2008 compared to
$6,340,000 at December 31, 2007. The Companys cash position decreased by $48,000 due to payments
for the purchase of property and equipment of $2,168,000, principal payments on long term debt and
capital leases of $1,592,000, and distributions to minority owners of $190,000. These decreases
were offset by net cash from operating activities of $1,563,000, debt financing towards the
purchase of property and equipment of $1,839,000, and proceeds from the sale of marketable
securities of $500,000.
During the first quarter of 2008, a Gamma Knife customer with an early termination option
chose to exercise that option and purchase the equipment effective March 31, 2008. As a result,
the Company recorded a gain on the sale of the Gamma Knife of approximately $56,000 during the
quarter. Cash proceeds of $1,473,000 from the sale were received in the second quarter of 2008,
and are recorded in other receivables at March 31, 2008.
The Company as of March 31, 2008 had shareholders equity of $19,730,000, working capital of
$2,609,000 and total assets of approximately $63,593,000.
10
The Company has scheduled interest and principal payments under its debt obligations of
approximately $9,468,000 and scheduled capital lease payments of approximately $1,355,000 during
the next 12 months. The Company believes that its cash flow from operations and cash resources are
adequate to meet its scheduled debt and capital lease obligations during the next 12 months.
The Company has a $6,000,000 line of credit, renewable annually, available as needed for
equipment purchases and working capital. Amounts drawn against the line of credit are secured by
the Companys cash invested with the bank. At March 31, 2008 there was $4,100,000 drawn against
the line of credit.
The Company invests its cash primarily in money market or similar funds and high quality short
to long-term fixed income securities in order to maximize current income while minimizing the
potential for principal erosion. A portion of these investments are classified as securities on
the balance sheet and are considered held-to-maturity investments because it is the Companys
ability and intent to hold these securities until maturity. Securities with maturity dates between
three and twelve months in the amount of $3,170,000 are classified as current assets, while
securities with maturities in excess of one year are classified as long-term. There were no
long-term securities as of March 31, 2008.
The Company has a $2,617,000 preferred stock investment in Still River Systems, Inc., which is
considered a long-term investment on the balance sheet and is recorded at cost. The Company has
also made deposits of $1,000,000 per machine towards the purchase of two Still River
Monarch250 PBRT systems, which are classified under Deposits and construction in
progress on the balance sheet. The Company has obtained interim financing from a lender for the
total amount of the deposits paid to date. The Company has a commitment to pay additional deposits
of $2,000,000 per machine until FDA approval is received, at which time the remaining balance
towards the purchase of the equipment is committed. It is anticipated that similar interim
financing will be available on the future deposits. The Still River PBRT system is not
commercially proven and there is no assurance FDA approval will be received. The Company reviews
the carrying value of these deposits for impairment on a quarterly basis, or as events or
circumstances might indicate that the carrying value may not be recoverable.
The Company made a deposit of $480,000 in first quarter 2008 towards the purchase of a
Perfexion Gamma Knife unit to be placed at a new customer site in the last half of 2008. The
Company has obtained a financing commitment from a lender towards the purchase of this equipment.
During 2007, the Company traded in an existing Gamma Knife, and made deposits of $615,000, towards
the future purchase of a LGK Model 4 Gamma Knife at a site still to be determined. It is
anticipated that financing will be obtained for this unit, pending final site selection. The
Company has obtained financing for a Perfexion unit being installed at an existing Gamma Knife
customer site to be completed in second quarter 2008.
Including the commitments for the two Monarch250 systems, the two Perfexion units
and the LGK Model 4 Gamma Knife, the Company has total remaining commitments to purchase equipment
in the amount of approximately $25,000,000. The Company believes it has the ability, and it is its
intent, to finance these purchase commitments as needed.
11
Item 3. Quantitative and Qualitative Disclosures About Market Risk
The Company does not hold or issue derivative instruments for trading purposes and is not a
party to any instruments with leverage or prepayment features. The Company does not have
affiliation with partnerships, trust or other entities whose purpose is to facilitate off-balance
sheet financial transactions or similar arrangements, and therefore has no exposure to the
financing, liquidity, market or credit risks associated with such entities. At March 31, 2008 the
Company had no significant long-term, market-sensitive investments.
Item 4. Controls and Procedures
Under the supervision and with the participation of our management, including our chief executive
officer and our chief financial officer, we have evaluated the effectiveness of the design and
operation of our disclosure controls and procedures as defined in Rule 13a-15(e) of the Securities
Exchange Act of 1934. These controls and procedures are designed to ensure that material
information relating to the company and its subsidiaries is communicated to the chief executive
officer and the chief financial officer. Based on that evaluation, our chief executive officer and
our chief financial officer concluded that, as of March 31, 2008, our disclosure controls and
procedures are effective to ensure that information required to be disclosed by us in reports that
we file or submit under the Securities Exchange Act of 1934 is accumulated and communicated to the
chief executive officer and the chief financial officer, and recorded, processed, summarized and
reported within the time periods specified in Securities and Exchange Commission rules and forms.
Disclosure controls and procedures include, without limitation, controls and procedures designed to
ensure that information required to be disclosed by an issuer in the reports that it files or
submits under the Act is accumulated and communicated to the issuers management, including its
principal executive and principal financial officers, or persons performing similar functions, as
appropriate to allow timely decisions regarding required disclosure.
There were no changes in our internal control over financial reporting during the three months
ended March 31, 2008, that have materially affected, or are reasonably likely to materially affect,
our internal control over financial reporting.
PART II OTHER INFORMATION
Item 1. Legal Proceedings.
None.
Item 1A. Risk Factors
There are no changes from those listed in the Companys Annual Report on Form 10-K
for the year ended December 31, 2007.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.
None.
12
Item 3. Defaults Upon Senior Securities.
None.
Item 4. Submission of Matters to a Vote of Securities Holders.
None.
Item 5. Other Information.
None.
Item 6. Exhibits and Reports on Form 8-K.
(a) Exhibits
The following exhibits are filed herewith:
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Exhibit Number |
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Description |
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10.30a
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Addendum One to Lease Agreement for a Gamma Knife Unit dated January
9, 2008 between GK Financing, LLC and The Community Hospital Group,
Inc. dba JFK Medical Center. (Confidential material appearing in this
document has been omitted and filed separately with the Securities and
Exchange Commission in accordance with Rule 24b-2, promulgated under
the Securities and Exchange Act of 1934, as amended. Omitted
information has been replaced with asterisks). |
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10.30b
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Addendum Two to Lease Agreement for a Gamma Knife Unit dated January
9, 2008 between GK Financing, LLC and The Community Hospital Group,
Inc. dba JFK Medical Center. (Confidential material appearing in this
document has been omitted and filed separately with the Securities and
Exchange Commission in accordance with Rule 24b-2, promulgated under
the Securities and Exchange Act of 1934, as amended. Omitted
information has been replaced with asterisks). |
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10.57
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Purchased Services Agreement for a Gamma Knife
Perfexion Unit dated as of March 5, 2008 between GK Financing, LLC and
USC University Hospital,
Inc. (Confidential material appearing in this
document has been omitted and filed separately with
the Securities and Exchange Commission in accordance
with Rule 24b-2, promulgated under the Securities and
Exchange Act of 1934, as amended. Omitted
information has been replaced with asterisks). |
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31.1
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Certification Pursuant to 18 U.S.C. Section
1350, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of
2002. |
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31.2
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Certification Pursuant to 18 U.S.C. Section
1350, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of
2002. |
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32.1
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Certification Pursuant to 18 U.S.C. Section
1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of
2002. |
13
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 thereunto duly authorized.
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AMERICAN SHARED HOSPITAL SERVICES
Registrant
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Date: May 14, 2008 |
/s/ Ernest A. Bates, M.D.
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Ernest A. Bates, M.D. |
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Chairman of the Board and Chief Executive Officer |
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Date: May 14, 2008 |
/s/ Craig K. Tagawa
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Craig K. Tagawa |
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Senior Vice President
Chief Operating and Financial Officer |
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14