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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): March 12, 2009
AMERICAN SHARED HOSPITAL SERVICES
(Exact name of registrant as specified in charter)
         
California
(State or other jurisdiction of incorporation) 		  1-08789
(Commission File Number) 		  94-2918118
(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:
o      Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o      Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o      Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o      Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 
 

 

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Item 1.01 Entry Into A Material Definitive Agreement
Item 2.02 Results of Operations and Financial Conditions
Item 3.03 Modification to Rights of Security Holders
Item 9.01 Financial Statements and Exhibits.
SIGNATURES
EX-3.1
EX-99.1

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Item 1.01 Entry Into A Material Definitive Agreement
     On March 12, 2009, the Board of Directors of American Shared Hospital Services (the “Company”) approved the First Amendment (the “Amendment”) to its existing shareholder rights plan dated as of March 22, 1999, between the Company and American Stock Transfer & Trust Company (the “Rights Agreement”). The Amendment extends the final expiration date on which the Rights (as defined in the Rights Agreement) are exercisable until the close of business on April 1, 2019. The Amendment also provides that each Right will entitle the holder thereof to purchase from the Company one-tenth of a share of the Company’s common stock, no par value, at an initial exercise price of $0.950. The foregoing description of the terms of the Amendment does not purport to be complete and is qualified in its entirety by reference to the Amendment attached hereto and incorporated by reference and to the Rights Agreement.
     The Board of Directors desires to maintain for shareholders the benefits of the existing rights plan. The purpose of the plan is to discourage the use of coercive takeover tactics against the Company and to permit the Board, in the event of an acquisition proposal, to negotiate a fair and adequate price and terms that are in the best interest of shareholders. The Amendment was adopted because the existing rights plan is scheduled to expire in less than one month. The Company is not aware of an actual or threatened hostile acquisition proposal except as described in the next succeeding paragraph.
     During the past eighteen months, the Company has discussed from time to time with two different parties the possible sale of its 81% interest in GK Financing LLC (“GKF”). One of the parties has conducted an extensive due diligence review of GKF’s business, but has not to date been willing to enter into a definitive purchase agreement on terms that are satisfactory to the Company. In September 2008, this party made a non-binding, conditional “proposal” to acquire the Company for $3.85 per share, a price which was subsequently lowered without explanation on December 2, 2008 to $2.30 per share. The Company believes that this proposal, which the party threatened to “publicly announce,” was primarily an attempt to coerce the Company to accept a transaction for GKF that would not be favorable to shareholders. The Company responded that it would continue to explore a sale of GKF on appropriate terms but that the Board did not consider the proposed price for the Company, which is less than net book value and only slightly in excess of cash on hand, to be adequate. In addition, the Board was unwilling to enter into a transaction that would deprive the shareholders of the future value of the non-Gamma Knife business. The parties thereafter conducted additional negotiations regarding a possible sale of the Company’s interest in GKF, but again have failed to reach a satisfactory conclusion. The Company cannot predict whether negotiations will resume or whether an agreement that is acceptable to the Company for the sale of its interest in GKF will be achieved.
Item 2.02 Results of Operations and Financial Conditions
     On March 13, 2009, the Company issued a press release announcing its financial results for the three and twelve months ended December 31, 2008. 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 3.03 Modification to Rights of Security Holders
     As indicated in the response to Item 1.01 of this Form 8-K, the Company and American Stock Transfer & Trust Company, as Rights Agent, have executed the Amendment, which amends the Company’s Rights Agreement. The Amendment modifies certain rights of holders of the Rights issued under the Rights Agreement and registered pursuant to Section 12(b) of the Securities Exchange Act of

 

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1934. The description of such modifications contained in Item 1.01 of this Form 8-K is incorporated by reference into this Item 3.03.
Section 9. Financial Statements and Exhibits.
Item 9.01 Financial Statements and Exhibits.
     (d) Exhibits.
  Exhibit 3.1 —    First Amendment to Rights Agreement, dated as of March 12, 2009, between American Shared Hospital Services and American Stock Transfer & Trust Company
 
  Exhibit 99.1 —    Press release dated March 13, 2009
     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.

 

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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: March 12, 2009  By:   /s/ Ernest A. Bates, M.D.    
    Name:   Ernest A. Bates, M.D.   
    Title:   Chairman and CEO   
 

 

Exhibit 3.1
FIRST AMENDMENT TO RIGHTS AGREEMENT
     Amendment dated as of March 12, 2009 (this “ Amendment ”) to the Rights Agreement, dated as of March 22, 1999 (the “ Rights Agreement ”), between American Shared Hospital Services, a California corporation (the “ Company ”), and American Stock Transfer & Trust Company, as Rights Agent (the " Rights Agent ”). Capitalized terms used herein and not defined shall have the meanings specified in the Rights Agreement.
     WHEREAS, the Company and the Rights Agent are parties to the Rights Agreement;
     WHEREAS, Section 27 of the Rights Agreement permits the Company to amend the Rights Agreement on the terms set forth in this Amendment;
     WHEREAS, the Board of Directors of the Company has determined that it is in the best interests of the Company and its shareholders to modify the terms of the Rights Agreement as set forth in this Amendment and in connection therewith the Company is entering into this Amendment and directing the Rights Agent to enter into this Amendment; and
     WHEREAS, all acts and things necessary to make this Amendment a valid agreement, enforceable according to its terms have been done and performed, and the execution and delivery of this Amendment by the Company and the Rights Agent have been in all respects duly authorized by the Company and the Rights Agent.
     NOW, THEREFORE, in consideration of the promises and mutual agreements set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and intending to be legally bound, the Company and the Rights Agent hereby agree as follows:
     A.  Global Amendment . The Rights Agreement is hereby amended to provide that each right issued to a holder of the Company’s common stock upon the terms and subject to the conditions set forth in the Rights Agreement (a “ Right ”), will now initially represent the Right to purchase one-tenth of a share of the Company’s common stock instead of one-thousandth of a share of the Company’s common stock. The phrase “one-thousandth” or “one-thousandths” shall be replaced by “one-tenth” or “one-tenths”, respectively, in the following sections of the Rights Agreement: (i) Witnesseth; (ii) Section 7(a); Section 7(b); Section 11(a)(ii); and Section 13(a).
     B.  Amendment of Section 7 . Section 7(a) of the Rights Agreement is hereby amended (i) to delete the Final Expiration Date of “April 1, 2009” and (ii) to insert in its place “April 1, 2019” as the new Final Expiration Date.
     In addition, Section 7(b) of the Rights Agreement is hereby amended (i) to delete the phrase “$8.00 (equivalent to $0.008” and (ii) to insert in its place “$9.50 (equivalent to $0.950”.
     C.  Rights Certificates . The certificates evidencing the Rights are also hereby amended to reflect the amendments specified in Section A and Section B of this Amendment. An amended Form of Rights Certificate is attached hereto as Exhibit A.

 

 

     D.  Effect of Amendment . Except as expressly set forth herein, the Rights Agreement shall not by implication or otherwise be supplemented or amended by virtue of this Amendment, but shall remain in full force and effect, as amended hereby. This Amendment shall be construed in accordance with and as a part of the Rights Agreement, and all terms, conditions, representations, warranties, covenants and agreements set forth in the Rights Agreement and each other instrument or agreement referred to therein, except as herein amended, are hereby ratified and confirmed. To the extent that there is a conflict between the terms and provisions of the Rights Agreement and this Amendment, the terms and provisions of this Amendment shall govern for purposes of the subject matter of this Amendment only.
     E.  Waiver of Notice . The Rights Agent and the Company hereby waive any notice requirement with respect to each other under the Rights Agreement, if any, pertaining to the matters covered by this Amendment.
     F.  Severability . If any provision, covenant or restriction of this Amendment is held by a court of competent jurisdiction or other authority to be invalid, illegal or unenforceable, the remainder of the terms, provisions, covenants and restrictions of this Amendment shall remain in full force and effect and shall in no way be effected, impaired or invalidated.
     G.  Governing Law . This Amendment shall be deemed to be a contract made under the laws of the State of California and for all purposes shall be governed by and construed in accordance with the laws of such state applicable to contracts to be made and performed entirely within such state, except that the rights and obligations of the Rights Agent shall be governed by the law of the State of New York.
     H.  Counterparts . This Amendment may be executed in any number of counterparts and each of such counterparts shall for all purposes be deemed to be an original, and all such counterparts shall together constitute but one and the same instrument.
     I.  Effective Date of Amendment . This Amendment shall be deemed effective as of the date first written above, as if executed on such date.
     J.  Descriptive Headings . Descriptive headings appear herein for convenience only and shall not control or affect the meaning or construction of any of the provisions hereof.

2

 

     IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed as of the date first written above.
         
  AMERICAN SHARED HOSPITAL SERVICES
  		 
  By:   /s/ Ernest A. Bates, M.D.    
    Name:   Ernest A. Bates, M.D.   
    Title:   Chairman and Chief Executive
Officer  		 
 
  AMERICAN STOCK TRANSFER & TRUST COMPANY
  		 
  By:   /s/ Herbert J. Lemmer    
    Name:   Herbert J. Lemmer   
    Title:   Vice President   

3

 

         
EXHIBIT A
[Form of Rights Certificate]
     
Certificate No. R-
                       Rights
NOT EXERCISABLE AFTER APRIL 1, 2019 OR EARLIER IF REDEEMED OR EXCHANGED BY THE COMPANY. THE RIGHTS ARE SUBJECT TO REDEMPTION, AT THE OPTION OF THE COMPANY, AT $.01 PER RIGHT, AND TO EXCHANGE ON THE TERMS SET FORTH IN THE RIGHTS AGREEMENT. UNDER CERTAIN CIRCUMSTANCES, RIGHTS BENEFICIALLY OWNED BY AN ACQUIRING PERSON (AS SUCH TERM IS DEFINED IN THE RIGHTS AGREEMENT) AND ANY SUBSEQUENT HOLDER OF SUCH RIGHTS MAY BECOME NULL AND VOID. [THE RIGHTS REPRESENTED BY THIS RIGHTS CERTIFICATE ARE OR WERE BENEFICIALLY OWNED BY A PERSON WHO WAS OR BECAME AN ACQUIRING PERSON OR AN AFFILIATE OR ASSOCIATE OF AN ACQUIRING PERSON (AS SUCH TERMS ARE DEFINED IN THE RIGHTS AGREEMENT). ACCORDINGLY, THIS RIGHTS CERTIFICATE AND THE RIGHTS REPRESENTED HEREBY MAY BECOME NULL AND VOID IN THE CIRCUMSTANCES SPECIFIED IN SECTION 7(e) OF SUCH AGREEMENT.]

4

 

Rights Certificate
AMERICAN SHARED HOSPITAL SERVICES
     This certifies that                     , or registered assigns, is the registered owner of the number of Rights set forth above, each of which entitles the owner thereof, subject to the terms, provisions and conditions of the Rights Agreement, dated as of March 22, 1999 and amended as of March 12, 2009 (the “Rights Agreement”), between American Shared Hospital Services, a California corporation (the “Company”), and American Stock Transfer & Trust Company, a New York corporation (the “Rights Agent”), to purchase from the Company at any time prior to 5:00 P.M. (California time) on April 1, 2019 at the office or offices of the Rights Agent designated for such purpose, or its successors as Rights Agent, one-tenth of one fully paid, nonassessable share of Common Stock, no par value (the “Common Stock”), of the Company, at a purchase price (the “Purchase Price”) of $9.50 per whole share of Common Stock (equivalent to $0.950 for each one-tenth of one share of Common Stock), upon presentation and surrender of this Rights Certificate with the Form of Election to Purchase and related Certificate duly executed. The number of Rights evidenced by this Rights Certificate (and the number of shares which may be purchased upon exercise thereof) set forth above, and the Purchase Price per share set forth above, are the number and Purchase Price as of March 12, 2009, based on the Common Stock as constituted at such date.
     Upon the occurrence of a Section 11(a)(ii) Event (as such term is defined in the Rights Agreement), if the Rights evidenced by this Rights Certificate are beneficially owned by (i) an Acquiring Person or an Affiliate or Associate of any such Acquiring Person (as such terms are defined in the Rights Agreement), (ii) a transferee of any such Acquiring Person, Associate or Affiliate, or (iii) under certain circumstances specified in the Rights Agreement, a transferee of a person who, after such transfer, became an Acquiring Person or an Affiliate or Associate of such Person, such Rights shall become null and void and no holder hereof shall have any right with respect to such Rights from and after the occurrence of such Section 11(a)(ii) Event.
     As provided in the Rights Agreement, the Purchase Price and the number and kind of shares of Common Stock or other securities which may be purchased upon the exercise of the Rights evidenced by this Rights Certificate are subject to modification and adjustment upon the happening of certain events, including Triggering Events.
     This Rights Certificate is subject to all of the terms, provisions and conditions of the Rights Agreement, which terms, provisions and conditions are hereby incorporated herein by reference and made a part hereof and to which Rights Agreement reference is hereby made for a full description of the rights, limitations of rights, obligations, duties and immunities hereunder of the Rights Agent, the Company and the holders of the Rights Certificates, which limitations of rights include the temporary suspension of the exercisability of such Rights under the specific circumstances set forth in the Rights Agreement. Copies of the Rights Agreement are on file at the principal executive offices of the Company and the above-mentioned offices of the Rights Agent and are available upon written request.

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     This Rights Certificate, with or without other Rights Certificates, upon surrender at the principal office or offices of the Rights Agent designated for such purpose, may be exchanged for another Rights Certificate or Rights Certificates of like tenor and date evidencing Rights entitling the holder to purchase a like aggregate number of shares of Common Stock as the Rights evidenced by the Rights Certificates surrendered shall have entitled such holder to purchase. If this Rights Certificate shall be exercised in part, the holder shall be entitled to receive upon surrender hereof another Rights Certificate or Rights Certificates for the number of whole Rights not exercised.
     Subject to the provisions of the Rights Agreement, the Rights evidenced by this Certificate may, in each case at the option of the Company, be (i) redeemed by the Company at its option at a redemption price of $.01 per Right or (ii) exchanged in whole or in part for shares of Common Stock or other securities of the Company. Immediately upon the action of the Board of Directors of the Company authorizing redemption, the Rights will terminate and the only right of the holders of Rights will be to receive the redemption price.
     No fractional shares of Common Stock will be issued upon the exercise of any Right or Rights evidenced hereby, but in lieu thereof a cash payment will be made, as provided in the Rights Agreement.
     No holder of this Rights Certificate shall be entitled to vote or receive dividends or be deemed for any purpose the holder of shares of Common Stock or of any other securities of the Company which may at any time be issuable on the exercise hereof, nor shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a shareholder of the Company or any right to vote for the election of directors or upon any matter submitted to shareholders at any meeting thereof, or to give or withhold consent to any corporate action, or, to receive notice of meetings or other actions affecting shareholders (except as provided in the Rights Agreement), or to receive dividends or subscription rights, or otherwise, until the Right or Rights evidenced by this Rights Certificate shall have been exercised as provided in the Rights Agreement.
     This Rights Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned manually or by facsimile signature by the Rights Agent.

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     WITNESS the facsimile signature of the proper officers of the Company and its corporate seal.
Dated as of                      ,           
                 
ATTEST:
      AMERICAN SHARED HOSPITAL SERVICES    
 
               
 
      By:        
 
               
 
          Name:    
Secretary
          Title:    
         
Countersigned:

[                    ]
  		   
By:        
  Authorized Signature     
       

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[Form of Reverse Side of Rights Certificate]
FORM OF ASSIGNMENT
(To be executed by the registered holder if such
holder desires to transfer the Rights Certificate.)
     
FOR VALUE RECEIVED
   
 
   
     
hereby sells, assigns and transfers unto
   
 
   
 
(Please print name and address of transferee)
this Rights Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint                      Attorney, to transfer the within Rights Certificate on the books of the within-named Company, with full power of substitution.
Dated:                      ,           
         
     
     
  Signature   
     
 
Signature Guaranteed:

8

 

Certificate
     The undersigned hereby certifies by checking the appropriate boxes that:
     (1) this Rights Certificate [ ] is [ ] is not being sold, assigned and transferred by or on behalf of a Person who is or was an Acquiring Person or an Affiliate or Associate of an Acquiring Person (as such terms are defined pursuant to the Rights Agreement);
     (2) after due inquiry and to the best knowledge of the undersigned, it [ ] did [ ] did not acquire the Rights evidenced by this Rights Certificate from any Person who is, was or subsequently became an Acquiring Person or an Affiliate or Associate of an Acquiring Person.
Dated:                      ,           
         
     
     
  Signature   
     
 
Signature Guaranteed:
NOTICE
     The signature to the foregoing Assignment and Certificate must correspond to the name as written upon the face of this Rights Certificate in every particular, without alteration or enlargement or any change whatsoever.

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FORM OF ELECTION TO PURCHASE
(To be executed if holder desires to
exercise Rights represented by the
Rights Certificate.)
TO: AMERICAN SHARED HOSPITAL SERVICES
     The undersigned hereby irrevocably elects to exercise                      Rights represented by this Rights Certificate to purchase the shares of Common Stock issuable upon the exercise of the Rights (or such other securities of the Company or of any other person which may be issuable upon the exercise of the Rights) and requests that certificates for such shares (or other securities) be issued in the name of and delivered to:
Please insert social security
or other identifying number
 
(Please print name and address)
 
     If such number of Rights shall not be all the Rights evidenced by this Rights Certificate, a new Rights Certificate for the balance of such Rights shall be registered in the name of and delivered to:
Please insert social security
or other identifying number
 
(Please print name and address)
 
Dated:                      ,           
         
     
     
  Signature   
     
 
Signature Guaranteed:

10

 

Certificate
     The undersigned hereby certifies by checking the appropriate boxes that:
     (1) the Rights evidenced by this Rights Certificate [ ] are [ ] are not being exercised by or on behalf of a Person who is or was an Acquiring Person or an Affiliate or Associate of an Acquiring Person (as such terms are defined pursuant to the Rights Agreement);
     (2) after due inquiry and to the best knowledge of the undersigned, it [ ] did [ ] did not acquire the Rights evidenced by this Rights Certificate from any Person who is, was or became an Acquiring Person or an Affiliate or Associate of an Acquiring Person.
Dated:                      ,           
         
     
     
  Signature   
     
 
Signature Guaranteed:
NOTICE
The signature to the foregoing Election to Purchase and Certificate must
correspond to the name as written upon the face of this Rights Certificate in every particular,
without alteration or enlargement or any change whatsoever.

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Exhibit 99.1
AMERICAN SHARED HOSPITAL SERVICES
REPORTS FOURTH QUARTER AND 2008 RESULTS
San Francisco, CA, March 13, 2009 — AMERICAN SHARED HOSPITAL SERVICES (AMEX:AMS) , a leading provider of turnkey technology solutions for advanced radiosurgical and radiation therapy services, today announced financial results for the fourth quarter and 2008.
Fourth Quarter Results
For the three months ended December 31, 2008, revenue was $4,740,000. This compares to revenue for the fourth quarter of 2007 of $8,311,000, which included $3,200,000 from the sale of equipment to a clinical partner whose lease agreement on a Gamma Knife expired under its terms in January 2008. The decrease in revenue for the fourth quarter of 2008 versus the fourth quarter of 2007, net of revenue from the asset sale, reflected the planned reduction in Gamma Knifes in operation at clinical partner sites, partially offset by a 5% increase in revenue for units in operation more than one year.
Net income for the fourth quarter of 2008 was $83,000, or $0.02 per diluted share. This compares to net income of $178,000, or $0.04 per diluted share, for the fourth quarter of 2007.
Cash flow, as measured by earnings before interest, taxes, depreciation and amortization (EBITDA), was $2,513,000 for the fourth quarter of 2008 and $9,811,000 for the year as a whole, compared to EBITDA of $2,403,000 and $9,405,000 for the fourth quarter and 2007, respectively.
At December 31, 2008, AMS reported cash, cash equivalents and short and long-term securities of $10,286,000. This compares to cash, cash equivalents and short and long-term securities of $10,010,000 at December 31, 2007. Shareholders’ equity at December 31, 2008 was $19,728,000, or $4.19 per outstanding share. This compares to shareholders’ equity at December 31, 2007 of $19,540,000, or $3.89 per outstanding share.
The Company repurchased 315,904 of its common shares during the fourth quarter of 2008 for an average purchase price of $1.40 per share, reducing the number of common shares outstanding to 4,712,183 at December 31, 2008 from 5,026,587 at December 31, 2007.
2008 Results
For the twelve months ended December 31, 2008, revenue decreased to $19,099,000 compared to $22,622,000 for 2007, which included $3,200,000 from the asset sale mentioned above.
Net income for 2008 was $477,000, or $0.10 per diluted share. This compares to net income of $951,000, or $0.19 per diluted share, for 2007.
“We were pleased to deliver a profit for 2008 — our tenth consecutive profitable year — and strong cash flow during these difficult economic times, even as we transition our portfolio of radiosurgical and radiation therapy assets to next-generation devices for radiation oncology delivery. Financing requests from current and potential clinical partners remain strong for the entire range of radiation therapy equipment available today and on the horizon. In fact, we now are exploring opportunities to apply our fee-for-service financing model internationally, following the receipt of requests for proposals from potential clinical partners in South America, Europe and the Middle East for the Gamma Knife Perfexion system. The compelling value proposition we offer our clinical partners, together with our solid cash flow and balance sheet, position us to pursue these opportunities aggressively,” said Chairman and Chief Executive Officer Ernest A. Bates, M.D.
In addition to the three Perfexion systems that began treating patients at clinical partner sites in 2008, during the year AMS also entered into an agreement with A.M. Nisar Syed & Associates, a leading radiation oncology group, to place a single-treatment-room proton beam radiation therapy (PBRT) device at Long Beach Memorial Medical Center. In 2007, AMS announced contracts to place single-treatment- room PBRT devices at Tufts Medical Center in Boston and Orlando Regional Healthcare (with professional services to be provided exclusively by M.D. Anderson Cancer Center Orlando).

 

 

“AMS owns more radiosurgery devices than any other company in the world, and we have rapidly emerged as a global leader in the PBRT market, the next evolutionary step in the radiation treatment of cancer,” Dr. Bates said.
Still River Systems, developer of the Monarch250, an affordable, precise and compact proton therapy system for cancer treatment in which AMS owns an equity interest, recently announced the successful operation of the world’s highest field, high energy cyclotron magnet. Still River’s magnet is the key technical element for reducing the size and cost of the particle accelerator that will deliver proton therapy at a number of hospitals, beginning this fall with the first installation at Barnes Jewish Hospital in St. Louis. “Proton therapy is attracting unprecedented interest from the radiation oncology and patient communities. Still River’s device promises to make this advanced therapy available to patients and affordable to hospitals that could not otherwise implement PBRT due to the large size and high cost of multi-treatment-room systems,” Dr. Bates said.
Dr. Bates added, “We also recently announced plans to develop a three-treatment-room PBRT facility in the San Francisco Bay area, and have entered into a non-binding agreement with Varian Medical Systems under which Varian will supply proton therapy equipment for this facility. We are evaluating potential sites and working to form a consortium of hospital partners for this project, and we hope to begin treating patients in 2011, subject to financing and FDA approval. This Varian three-room PBRT system, a development model we expect to repeat in other major urban settings, complements our Still River single-room offering, which is better suited for independent hospital projects. We are negotiating contracts to place additional PBRT systems in medical centers throughout the country.”
Earnings Conference Call
American Shared has scheduled a conference call at 12:00 p.m. PT (3:00 p.m. ET) today. To participate in the live call, dial (800) 559-1203 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) 843-8996, pass code 24082053.
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 Century ® concept. Through its preferred stock investment in Still River Systems, AMS also plans to complement these services with the Monarch 250 TM proton beam radiation therapy (PBRT) system, which has not yet been approved by the FDA.
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, and the risks of investing in a development-stage company, Still River Systems, Inc., 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 Company’s Annual Report on Form 10-K for the year ended December 31, 2007, the Quarterly Report on Form 10-Q for the quarters ended March 31, 2008, June 30, 2008 and September 30, 2008, and the definitive Proxy Statement for the Annual Meeting of Shareholders held on June 20, 2008.
     
Contacts:
  American Shared Hospital Services
Ernest A. Bates, M.D., (415) 788-5300
Chairman and Chief Executive Officer
e.bates@ashs.com
 
   
 
  Berkman Associates
Neil Berkman, (310) 826-5051
President
info@berkmanassociates.com

 

 

AMERICAN SHARED HOSPITAL SERVICES
Selected Financial Data
(unaudited)
                                 
    Summary of Operations Data  
    Three months ended     Twelve months ended  
    December 31,     December 31,  
    2008     2007     2008     2007  
 
                               
Revenue
  $ 4,740,000     $ 8,311,000     $ 19,099,000     $ 22,622,000  
Costs of revenue
    2,814,000       5,875,000       10,877,000       13,354,000  
 
                       
Gross margin
    1,926,000       2,436,000       8,222,000       9,268,000  
Selling & administrative expense
    971,000       1,238,000       4,323,000       4,646,000  
Interest expense
    604,000       575,000       2,437,000       1,946,000  
 
                       
Operating income
    351,000       623,000       1,462,000       2,676,000  
Interest & other income
    81,000       14,000       404,000       328,000  
Minority interest expense
    (193,000 )     (226,000 )     (855,000 )     (1,134,000 )
 
                       
Income before income taxes
    239,000       411,000       1,011,000       1,870,000  
Income tax expense
    156,000       233,000       534,000       919,000  
 
                       
Net income
  $ 83,000     $ 178,000     $ 477,000     $ 951,000  
 
                       
 
                               
Earnings per common share:
                               
Basic
  $ 0.02     $ 0.04     $ 0.10     $ 0.19  
 
                       
Assuming dilution
  $ 0.02     $ 0.04     $ 0.10     $ 0.19  
 
                       
                 
    Balance Sheet Data
December 31, 2008
    2008   2007
Cash and cash equivalents
  $ 10,286,000     $ 6,340,000  
Securities-current maturities
  $ —     $ 2,605,000  
Current assets
  $ 15,462,000     $ 14,867,000  
Securities-long term
  $ —     $ 1,065,000  
Investment in preferred stock
  $ 2,617,000     $ 2,617,000  
Total assets
  $ 62,196,000     $ 63,062,000  
 
               
Current liabilities
  $ 15,667,000     $ 14,120,000  
Shareholders’ equity
  $ 19,728,000     $ 19,540,000