|
x
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QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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|
¨
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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|
California
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94-2918118
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|
|
(State or other jurisdiction of
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(IRS Employer
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|
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Incorporation or organization)
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Identification No.)
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Four Embarcadero Center, Suite 3700, San Francisco, California |
94111 |
(Address of Principal Executive Offices)
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(Zip Code)
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|
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(unaudited)
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|
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|
ASSETS
|
|
September 30, 2013
|
|
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December 31, 2012
|
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||
|
|
|
|
|
|
|
|
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Current assets:
|
|
|
|
|
|
|
|
|
Cash and cash equivalents
|
|
$
|
1,955,000
|
|
|
$
|
1,564,000
|
|
Restricted cash
|
|
|
50,000
|
|
|
|
50,000
|
|
Certificate of deposit
|
|
|
9,000,000
|
|
|
|
9,000,000
|
|
Accounts receivable, net of allowance for
|
|
|
|
|
|
|
|
|
doubtful accounts of $100,000 in 2013
|
|
|
|
|
|
|
|
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and $100,000 in 2012
|
|
|
4,715,000
|
|
|
|
3,706,000
|
|
Other receivables
|
|
|
298,000
|
|
|
|
401,000
|
|
Prepaid expenses and other current assets
|
|
|
615,000
|
|
|
|
925,000
|
|
Current deferred tax assets
|
|
|
316,000
|
|
|
|
310,000
|
|
|
|
|
|
|
|
|
|
|
Total current assets
|
|
|
16,949,000
|
|
|
|
15,956,000
|
|
|
|
|
|
|
|
|
|
|
Property and equipment:
|
|
|
|
|
|
|
|
|
Medical equipment and facilities
|
|
|
85,489,000
|
|
|
|
84,453,000
|
|
Office equipment
|
|
|
738,000
|
|
|
|
694,000
|
|
Deposits and construction in progress
|
|
|
7,560,000
|
|
|
|
9,754,000
|
|
|
|
|
93,787,000
|
|
|
|
94,901,000
|
|
Accumulated depreciation and
|
|
|
|
|
|
|
|
|
amortization
|
|
|
(42,265,000)
|
|
|
|
(41,224,000)
|
|
Net property and equipment
|
|
|
51,522,000
|
|
|
|
53,677,000
|
|
|
|
|
|
|
|
|
|
|
Investment in common stock
|
|
|
2,701,000
|
|
|
|
-
|
|
Investment in preferred stock
|
|
|
-
|
|
|
|
2,687,000
|
|
Other assets
|
|
|
982,000
|
|
|
|
1,003,000
|
|
|
|
|
|
|
|
|
|
|
Total assets
|
|
$
|
72,154,000
|
|
|
$
|
73,323,000
|
|
LIABILITIES AND
|
|
|
(unaudited)
|
|
|
|
|
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SHAREHOLDERS' EQUITY
|
|
|
September 30, 2013
|
|
|
|
December 31, 2012
|
|
|
|
|
|
|
|
|
|
|
Current liabilities:
|
|
|
|
|
|
|
|
|
Accounts payable
|
|
$
|
867,000
|
|
|
$
|
263,000
|
|
Employee compensation and benefits
|
|
|
217,000
|
|
|
|
168,000
|
|
Customer deposits/deferred revenue
|
|
|
722,000
|
|
|
|
747,000
|
|
|
|
|
|
|
|
|
|
|
Other accrued liabilities
|
|
|
1,591,000
|
|
|
|
801,000
|
|
Current portion of long-term debt
|
|
|
4,379,000
|
|
|
|
3,932,000
|
|
Current portion of obligations under capital leases
|
|
|
3,843,000
|
|
|
|
3,742,000
|
|
|
|
|
|
|
|
|
|
|
Total current liabilities
|
|
|
11,619,000
|
|
|
|
9,653,000
|
|
|
|
|
|
|
|
|
|
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Long-term debt, less current portion
|
|
|
11,187,000
|
|
|
|
13,837,000
|
|
Long-term capital leases, less current portion
|
|
|
12,884,000
|
|
|
|
13,173,000
|
|
Advances on line of credit
|
|
|
8,740,000
|
|
|
|
8,550,000
|
|
|
|
|
|
|
|
|
|
|
Deferred income taxes
|
|
|
3,280,000
|
|
|
|
3,280,000
|
|
|
|
|
|
|
|
|
|
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Shareholders' equity:
|
|
|
|
|
|
|
|
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Common stock (4,609,000 shares at September 30, 2013
|
|
|
|
|
|
|
|
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and 4,606,000 shares at December 31, 2012)
|
|
|
8,578,000
|
|
|
|
8,578,000
|
|
Additional paid-in capital
|
|
|
4,971,000
|
|
|
|
4,902,000
|
|
Accumulated other comprehensive income (loss)
|
|
|
(424,000)
|
|
|
|
(357,000)
|
|
Retained earnings
|
|
|
6,508,000
|
|
|
|
6,806,000
|
|
Total equity-American Shared Hospital Services
|
|
|
19,633,000
|
|
|
|
19,929,000
|
|
Non-controlling interest in subsidiary
|
|
|
4,811,000
|
|
|
|
4,901,000
|
|
Total shareholders' equity
|
|
|
24,444,000
|
|
|
|
24,830,000
|
|
|
|
|
|
|
|
|
|
|
Total liabilities and shareholders' equity
|
|
$
|
72,154,000
|
|
|
$
|
73,323,000
|
|
2 | ||
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Three months ended September 30,
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Nine months ended September 30,
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||||||||||
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2013
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|
|
2012
|
|
|
2013
|
|
|
2012
|
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Medical services revenue
|
|
$
|
4,396,000
|
|
|
$
|
4,236,000
|
|
|
$
|
13,647,000
|
|
|
$
|
12,923,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Costs of revenue:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Maintenance and supplies
|
|
|
470,000
|
|
|
|
383,000
|
|
|
|
1,317,000
|
|
|
|
1,102,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Depreciation and amortization
|
|
|
1,615,000
|
|
|
|
1,532,000
|
|
|
|
4,658,000
|
|
|
|
4,481,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other direct operating costs
|
|
|
730,000
|
|
|
|
626,000
|
|
|
|
2,080,000
|
|
|
|
1,935,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2,815,000
|
|
|
|
2,541,000
|
|
|
|
8,055,000
|
|
|
|
7,518,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gross Margin
|
|
|
1,581,000
|
|
|
|
1,695,000
|
|
|
|
5,592,000
|
|
|
|
5,405,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Selling and administrative expense
|
|
|
887,000
|
|
|
|
960,000
|
|
|
|
3,275,000
|
|
|
|
3,093,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest expense
|
|
|
532,000
|
|
|
|
525,000
|
|
|
|
1,459,000
|
|
|
|
1,638,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating income
|
|
|
162,000
|
|
|
|
210,000
|
|
|
|
858,000
|
|
|
|
674,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Loss on foreign currency transactions
|
|
|
(306,000)
|
|
|
|
-
|
|
|
|
(840,000)
|
|
|
|
-
|
|
Interest and other income
|
|
|
11,000
|
|
|
|
10,000
|
|
|
|
19,000
|
|
|
|
25,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income (loss) before income taxes
|
|
|
(133,000)
|
|
|
|
220,000
|
|
|
|
37,000
|
|
|
|
699,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income tax expense (benefit)
|
|
|
-
|
|
|
|
28,000
|
|
|
|
40,000
|
|
|
|
52,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income (loss)
|
|
|
(133,000)
|
|
|
|
192,000
|
|
|
|
(3,000)
|
|
|
|
647,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Less: Net income attributable to non-controlling interests
|
|
|
(1,000)
|
|
|
|
(183,000)
|
|
|
|
(227,000)
|
|
|
|
(614,000)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income (loss) attributable to American Shared Hospital Services
|
|
$
|
(134,000)
|
|
|
$
|
9,000
|
|
|
$
|
(230,000)
|
|
|
$
|
33,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income (loss) per share:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Earnings (loss) per common share - basic
|
|
$
|
(0.03)
|
|
|
$
|
-
|
|
|
$
|
(0.05)
|
|
|
$
|
0.01
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Earnings (loss) per common share - assuming dilution
|
|
$
|
(0.03)
|
|
|
$
|
-
|
|
|
$
|
(0.05)
|
|
|
$
|
0.01
|
|
3 | ||
|
|
|
|
Three months ended September 30,
|
|
|
Nine months ended September 30,
|
|
||||||||
|
|
2013
|
|
2012
|
|
|
2013
|
|
|
2012
|
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income (loss) attributable to American Shared Hospital Services
|
|
$
|
(134,000)
|
|
$
|
9,000
|
|
|
$
|
(230,000)
|
|
|
$
|
33,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other comprehensive income (loss):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Foreign currency translation adjustments
|
|
|
(51,000)
|
|
|
(120,000)
|
|
|
|
(111,000)
|
|
|
|
(120,000)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total comprehensive income (loss)
|
|
|
(185,000)
|
|
|
(111,000)
|
|
|
|
(341,000)
|
|
|
|
(87,000)
|
|
Less comprehensive income (loss) attributable to
the non-controlling interest |
|
|
(22,000)
|
|
|
(52,000)
|
|
|
|
(44,000)
|
|
|
|
(52,000)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Comprehensive income (loss) attributable to
American Shared Hospital Services |
|
$
|
(163,000)
|
|
$
|
(59,000)
|
|
|
$
|
(297,000)
|
|
|
$
|
(35,000)
|
|
4 | ||
|
|
|
PERIODS ENDED DECEMBER 31, 2011 AND 2012 AND SEPTEMBER 30, 2013
|
|
|||||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Accumulated
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Additional
|
|
|
Other
|
|
|
|
|
|
|
|
|
|
|
Non-controlling
|
|
|
|
|
|
|||
|
|
Common
|
|
|
Common
|
|
|
Paid-in
|
|
|
Comprehensive
|
|
|
Retained
|
|
|
Sub-Total
|
|
|
Interests in
|
|
|
|
|
|
|||||||
|
|
Shares
|
|
|
Stock
|
|
|
Capital
|
|
|
Income (Loss)
|
|
|
Earnings
|
|
|
ASHS
|
|
|
Subsidiaries
|
|
|
Total
|
|
||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balances at January 1, 2011
|
|
|
4,597,000
|
|
|
$
|
8,606,000
|
|
|
$
|
4,703,000
|
|
|
$
|
-
|
|
|
$
|
6,262,000
|
|
|
$
|
19,571,000
|
|
|
$
|
3,473,000
|
|
|
$
|
23,044,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Stock based compensation expense
|
|
|
14,000
|
|
|
|
-
|
|
|
|
125,000
|
|
|
|
-
|
|
|
|
-
|
|
|
|
125,000
|
|
|
|
-
|
|
|
|
125,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Investment in subsidiaries by non-controlling interests
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
1,509,000
|
|
|
|
1,509,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash distributions to non-controlling interests
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
(996,000)
|
|
|
|
(996,000)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
506,000
|
|
|
|
506,000
|
|
|
|
983,000
|
|
|
|
1,489,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balances at December 31, 2011
|
|
|
4,611,000
|
|
|
|
8,606,000
|
|
|
|
4,828,000
|
|
|
|
-
|
|
|
|
6,768,000
|
|
|
|
20,202,000
|
|
|
|
4,969,000
|
|
|
|
25,171,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Repurchase of common stock
|
|
|
(9,000)
|
|
|
|
(28,000)
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
(28,000)
|
|
|
|
-
|
|
|
|
(28,000)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
-
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Stock based compensation expense
|
|
|
4,000
|
|
|
|
-
|
|
|
|
74,000
|
|
|
|
-
|
|
|
|
-
|
|
|
|
74,000
|
|
|
|
-
|
|
|
|
74,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Investment in subsidiaries by non-controlling interests
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
217,000
|
|
|
|
217,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cumulative translation adjustment
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
(357,000)
|
|
|
|
-
|
|
|
|
(357,000)
|
|
|
|
(280,000)
|
|
|
|
(637,000)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash distributions to non-controlling interests
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
(780,000)
|
|
|
|
(780,000)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
38,000
|
|
|
|
38,000
|
|
|
|
775,000
|
|
|
|
813,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balances at December 31, 2012
|
|
|
4,606,000
|
|
|
|
8,578,000
|
|
|
|
4,902,000
|
|
|
|
(357,000)
|
|
|
|
6,806,000
|
|
|
|
19,929,000
|
|
|
|
4,901,000
|
|
|
|
24,830,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Stock based compensation expense
|
|
|
3,000
|
|
|
|
-
|
|
|
|
69,000
|
|
|
|
|
|
|
|
-
|
|
|
|
69,000
|
|
|
|
-
|
|
|
|
69,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Investment in subsidiaries by non-controlling interests
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
(68,000)
|
|
|
|
(68,000)
|
|
|
|
207,000
|
|
|
|
139,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cumulative translation adjustment
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
(67,000)
|
|
|
|
-
|
|
|
|
(67,000)
|
|
|
|
(44,000)
|
|
|
|
(111,000)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash distributions to non-controlling interests
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
(480,000)
|
|
|
|
(480,000)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net loss
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
(230,000)
|
|
|
|
(230,000)
|
|
|
|
227,000
|
|
|
|
(3,000)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balances at September 30, 2013 (unaudited)
|
|
|
4,609,000
|
|
|
$
|
8,578,000
|
|
|
$
|
4,971,000
|
|
|
$
|
(424,000)
|
|
|
$
|
6,508,000
|
|
|
$
|
19,633,000
|
|
|
$
|
4,811,000
|
|
|
$
|
24,444,000
|
|
5 | ||
|
|
|
Nine Months ended September 30,
|
|
|||||
|
|
2013
|
|
|
2012
|
|
||
Operating activities:
|
|
|
|
|
|
|
|
|
Net (loss) income
|
|
$
|
(3,000)
|
|
|
$
|
647,000
|
|
|
|
|
|
|
|
|
|
|
Adjustments to reconcile net income to net cash from operating activities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Depreciation and amortization
|
|
|
4,746,000
|
|
|
|
4,563,000
|
|
|
|
|
|
|
|
|
|
|
Deferred income tax
|
|
|
(6,000)
|
|
|
|
-
|
|
|
|
|
|
|
|
|
|
|
Cumulative translation adjustment and other
|
|
|
840,000
|
|
|
|
-
|
|
|
|
|
|
|
|
|
|
|
Stock based compensation expense
|
|
|
69,000
|
|
|
|
62,000
|
|
|
|
|
|
|
|
|
|
|
Loss (gain) on sale of assets
|
|
|
-
|
|
|
|
3,000
|
|
|
|
|
|
|
|
|
|
|
Changes in operating assets and liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Receivables
|
|
|
(966,000)
|
|
|
|
(372,000)
|
|
|
|
|
|
|
|
|
|
|
Prepaid expenses and other assets
|
|
|
193,000
|
|
|
|
(542,000)
|
|
|
|
|
|
|
|
|
|
|
Customer deposits/deferred revenue
|
|
|
(25,000)
|
|
|
|
263,000
|
|
|
|
|
|
|
|
|
|
|
Accounts payable and accrued liabilities
|
|
|
1,437,000
|
|
|
|
(228,000)
|
|
|
|
|
|
|
|
|
|
|
Net cash from operating activities
|
|
|
6,285,000
|
|
|
|
4,396,000
|
|
|
|
|
|
|
|
|
|
|
Investing activities:
|
|
|
|
|
|
|
|
|
Payment for purchase of property and equipment
|
|
|
(3,293,000)
|
|
|
|
(4,103,000)
|
|
|
|
|
|
|
|
|
|
|
Investment in subsidiaries by non-controlling interests
|
|
|
139,000
|
|
|
|
169,000
|
|
|
|
|
|
|
|
|
|
|
Payment for repurchase of common stock
|
|
|
-
|
|
|
|
(29,000)
|
|
|
|
|
|
|
|
|
|
|
Investment in convertible preferred stock
|
|
|
(14,000)
|
|
|
|
(31,000)
|
|
|
|
|
|
|
|
|
|
|
Net cash from investing activities
|
|
|
(3,168,000)
|
|
|
|
(3,994,000)
|
|
|
|
|
|
|
|
|
|
|
Financing activities:
|
|
|
|
|
|
|
|
|
Principal payments on long-term debt
|
|
|
(2,584,000)
|
|
|
|
(2,946,000)
|
|
|
|
|
|
|
|
|
|
|
Principal payments on capital leases
|
|
|
(2,916,000)
|
|
|
|
(2,796,000)
|
|
|
|
|
|
|
|
|
|
|
Long term debt financing on property and equipment
|
|
|
3,109,000
|
|
|
|
3,925,000
|
|
|
|
|
|
|
|
|
|
|
Advances on line of credit
|
|
|
269,000
|
|
|
|
950,000
|
|
|
|
|
|
|
|
|
|
|
Payments on line of credit
|
|
|
(79,000)
|
|
|
|
(600,000)
|
|
|
|
|
|
|
|
|
|
|
Distributions to non-controlling interests
|
|
|
(480,000)
|
|
|
|
(679,000)
|
|
|
|
|
|
|
|
|
|
|
Net cash from financing activities
|
|
|
(2,681,000)
|
|
|
|
(2,146,000)
|
|
|
|
|
|
|
|
|
|
|
Effect of changes in foreign exchange rates on cash
|
|
|
(45,000)
|
|
|
|
(120,000)
|
|
|
|
|
|
|
|
|
|
|
Net change in cash and cash equivalents
|
|
|
391,000
|
|
|
|
(1,864,000)
|
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents at beginning of period
|
|
|
1,564,000
|
|
|
|
2,580,000
|
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents at end of period
|
|
$
|
1,955,000
|
|
|
$
|
716,000
|
|
|
|
|
|
|
|
|
|
|
Supplemental cash flow disclosure:
|
|
|
|
|
|
|
|
|
Cash paid during the period for:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest
|
|
$
|
1,522,000
|
|
|
$
|
1,782,000
|
|
|
|
|
|
|
|
|
|
|
Income taxes
|
|
$
|
42,000
|
|
|
$
|
147,000
|
|
|
|
|
|
|
|
|
|
|
Schedule of non-cash investing and financing activities
|
|
|
|
|
|
|
|
|
Acquisition of equipment with capital lease financing
|
|
$
|
2,625,000
|
|
|
$
|
264,000
|
|
6 | ||
|
|
Note 1. Basis of Presentation
|
7 | ||
|
8 | ||
|
|
Note 3.
|
Stock-based Compensation
|
9 | ||
|
|
Note 4.
|
Common Stock Investment
|
10 | ||
|
|
Note 5.
|
Line of Credit
|
Note 6.
|
Fair Value of Financial Instruments
|
|
|
Level 1
|
|
|
Level 2
|
|
|
Level 3
|
|
|
Total
|
|
Carrying Value
|
|
|||||
September 30, 2013
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash, cash equivalents, restricted cash
|
|
$
|
11,005
|
|
|
|
|
|
|
|
|
|
|
$
|
11,005
|
|
$
|
11,005
|
|
Receivables
|
|
|
5,013
|
|
|
|
|
|
|
|
|
|
|
$
|
5,013
|
|
|
5,013
|
|
Common stock investment
|
|
|
|
|
|
|
|
|
|
|
300
|
|
|
$
|
300
|
|
|
2,701
|
|
Total
|
|
$
|
16,018
|
|
|
$
|
-
|
|
|
$
|
300
|
|
|
$
|
16,318
|
|
$
|
18,719
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Liabilities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Accounts payable and other accrued liabilities
|
|
$
|
3,397
|
|
|
|
|
|
|
|
|
|
|
$
|
3,397
|
|
$
|
3,397
|
|
Advances on line of credit
|
|
$
|
8,740
|
|
|
|
|
|
|
|
|
|
|
$
|
8,740
|
|
$
|
8,740
|
|
Debt obligations
|
|
|
|
|
|
|
|
|
|
|
31,870
|
|
|
$
|
31,870
|
|
|
32,293
|
|
Total
|
|
$
|
12,137
|
|
|
$
|
-
|
|
|
$
|
31,870
|
|
|
$
|
44,007
|
|
$
|
44,430
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31, 2012
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash, cash equivalents, restricted cash
|
|
$
|
10,614
|
|
|
|
|
|
|
|
|
|
|
$
|
10,614
|
|
$
|
10,614
|
|
Receivables
|
|
|
4,107
|
|
|
|
|
|
|
|
|
|
|
$
|
4,107
|
|
|
4,107
|
|
Preferred stock investment
|
|
|
|
|
|
|
|
|
|
|
1,300
|
|
|
$
|
1,300
|
|
|
2,687
|
|
Total
|
|
$
|
14,721
|
|
|
$
|
-
|
|
|
$
|
1,300
|
|
|
$
|
16,021
|
|
$
|
17,408
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Liabilities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Accounts payable and other accrued liabilities
|
|
$
|
1,979
|
|
|
|
|
|
|
|
|
|
|
$
|
1,979
|
|
$
|
1,979
|
|
Advances on line of credit
|
|
$
|
8,550
|
|
|
|
|
|
|
|
|
|
|
$
|
8,550
|
|
$
|
8,550
|
|
Debt obligations
|
|
|
|
|
|
|
|
|
|
|
34,577
|
|
|
$
|
34,577
|
|
|
34,684
|
|
Total
|
|
$
|
10,529
|
|
|
$
|
-
|
|
|
$
|
34,577
|
|
|
$
|
45,106
|
|
$
|
45,213
|
|
11 | ||
|
Note 7.
|
Repurchase of Common Stock
|
|
Note 8.
|
Income Taxes
|
|
Note 9.
|
Reclassification
|
Item 2. |
Management’s Discussion and Analysis of Financial Condition and Results of Operations
|
12 | ||
|
13 | ||
|
14 | ||
|
15 | ||
|
Item 3. |
Quantitative and Qualitative Disclosures about Market Risk
|
16 | ||
|
Item 4. |
Controls and Procedures
|
17 | ||
|
|
31.1
|
Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
|
|
|
|
|
31.2
|
Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
|
|
|
|
|
32.1
|
Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
|
|
|
|
|
101.
|
The following materials from the Quarterly Report on Form 10-Q for American Shared Hospital Services for the quarter ended September 30, 2013, filed on November 14, 2013, formatted in XBRL: Condensed Consolidated Balance Sheets as of September 30, 2013 (unaudited) and December 31, 2012; Unaudited Condensed Consolidated Statements of Operations for the three and nine months ended September 30, 2013 and 2012; Unaudited Condensed Consolidated Statements of Comprehensive Income (Loss) for the nine months ended September 30, 2013 and 2012; Condensed Consolidated Statement of Shareholder’s Equity for the periods ended December 31, 2011 and 2012 and nine months ended September 30, 2013 (unaudited); Unaudited Condensed Consolidated Statements of Cash Flows for the nine months ended September 30, 2013 and 2012; and Notes to the Unaudited Condensed Consolidated Financial Statements, detail tagged.
|
Date:
|
November 14, 2013
|
/s/ Ernest A. Bates, M.D.
|
|
|
|
Ernest A. Bates, M.D.
|
|
|
|
Chairman of the Board and Chief Executive Officer
|
Date:
|
November 14, 2013
|
/s/ Craig K. Tagawa
|
|
|
|
Craig K. Tagawa
|
|
|
|
Senior Vice President
|
|
|
|
Chief Operating and Financial Officer
|
|
18 | ||
|
Exhibit 10.66
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.
ADDENDUM FIVE
TO LEASE AGREEMENT FOR A GAMMA KNIFE UNIT
This ADDENDUM FIVE TO LEASE AGREEMENT FOR A GAMMA KNIFE UNIT (this “Addendum Five”) is dated effective as of May 18, 2012, and is entered into between (i) GK FINANCING, LLC, a California limited liability company (“GKF”), and (ii) SUNRISE HOSPITAL AND MEDICAL CENTER, LLC, a Delaware limited liability company that is qualified to do business in the State of Nevada, d/b/a/ Sunrise Hospital and Medical Center (“Medical Center”), with reference to the following recitals:
Recitals :
A. Medical Center owns and operates an acute care hospital facility located at 3186 South Maryland Parkway, Las Vegas, NV 89109.
B. On June 3, 1999, GKF and Medical Center executed a Lease Agreement for a Gamma Knife Unit, which Lease Agreement was amended by (i) a certain Addendum dated effective December 1, 1998, (ii) a certain Addendum Two (“Addendum Two”) dated effective January 17, 2007, (iii) a certain Addendum Three (“Addendum Three”) dated effective June 20, 2007, and (iv) a certain Addendum Four (“Addendum Four”) dated effective February 8, 2010 (collectively, and as amended, the “Lease”).
C. The parties desire to further amend the terms and provisions of the Lease as set forth herein.
NOW THEREFORE, in consideration of the mutual covenants and agreements set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:
Agreement :
1. Defined Terms . Unless otherwise defined herein, the capitalized terms used herein shall have the same meanings set forth in the Lease.
2. Extension of Lease Term. It is acknowledged that the Commencement Date of the Lease was January 8, 2001. Pursuant to Addendum Four, the Term of the Lease was extended to January 8, 2013. Pursuant to this Addendum Five, the Term of the Lease is hereby further extended for an additional six (6) years, which extended Term shall expire on January 8, 2019; provided that, t he Term of the Lease shall be further extended for the period of time that the Equipment is unavailable to perform procedures due to the Reload (which is estimated to take approximately three (3) weeks for the Reload). All references in the Lease to the “Term” shall be deemed to refer to the Term, as extended hereby.
- 1 - |
Exhibit 10.66
3. Cobalt Reload of the Equipment. The Equipment shall be reloaded with new Cobalt-60 that meets the manufacturer’s radioactivity level specifications (the “Reload”), subject to the following terms and conditions:
a. | Scheduling and Process for the Reload . The Reload shall be performed at the Site and shall include any required installation and rigging. Subject to scheduling availability, GKF shall use its commercially reasonable efforts to perform the Reload in the first quarter of 2013; provided that the Reload shall be performed only after all necessary and appropriate licenses, permits, approvals, consents and authorizations, including, without limitation, the proper handling of the Cobalt-60 (collectively, the “Permits”), have been obtained by Medical Center at Medical Center’s sole cost and expense. The timing and procedure for such Reload shall be as mutually agreed upon between the parties. Notwithstanding anything to the contrary contained in this Addendum, GKF makes no representation or warranty to Medical Center concerning the Reload, and GKF shall have no obligation or liability to pay any damages to Medical Center resulting therefrom, including, without limitation, any lost revenues or profits during the period of time that the Equipment is unavailable to perform procedures due to the Reload process. |
b. | Medical Center Personnel and Services . Upon request and as required by GKF, Medical Center, at Medical Center’s cost and expense, shall provide GKF with Medical Center personnel (including Medical Center’s physicists) and services in connection with the Reload, among other things, to oversee, supervise and assist with construction and compliance with local, state and federal regulatory requirements and with nuclear regulatory compliance issues and the calibration of the Equipment. |
c. | Cost of Reload . Subject to Sections 3.a and 3.b above, the actual costs of the Reload paid or payable to third parties shall be the sole responsibility of GKF. Medical Center shall not be entitled to reimbursement for its personnel costs, internal costs or overhead in performing its duties under Section 3b above. |
d. | No Additional Responsibilities . It is understood by the parties that GKF is not responsible for any upgrades, hardware, cobalt reloading, software changes and/or other modifications to the Equipment, except as expressly set forth herein or otherwise agreed upon in writing by Medical Center and GKF. |
4. Per Procedure Payments. In consideration of the Reload and notwithstanding anything to the contrary set forth in the Lease, commencing from and after January 8, 2013, Medical Center shall pay to GKF a per procedure payment as stipulated in Exhibit “A” attached hereto. The term “procedure” shall mean each individual treatment session (fraction) that involves stereotactic, external, single fraction, conformal radiation, commonly called radiosurgery, that may include one or more isocenters during the patient treatment session, delivered to any site(s) superior to the foramen magnum, whether performed on an inpatient or outpatient basis, using the Equipment and/or any other equipment or devices that are used in lieu of, or as an alternative to, the Equipment. The parties acknowledge that the per procedure payments represent fair market value for the use of the Equipment as described in the Agreement. Nothing set forth herein shall amend or otherwise affect (i) the per procedure payments set forth in Addendum Four which shall remain in effect until January 8, 2013, and (ii) the per case reimbursement rates for medical radiation physicist services payable to GKF pursuant to Addendum Two.
- 2 - |
Exhibit 10.66
5. Transfer of Equipment Ownership. If, on the expiration of the Term (as extended), no Event of Default by Medical Center (and no event or condition which with the giving of notice and/or the lapse of time would constitute such an Event of Default) then exists and is continuing under the Lease, then, GKF shall quitclaim to Medical Center all of GKF’s right, title and interest in and to the Equipment on an “as is, where is” basis, without representation or warranty.
6. Captions . The captions and paragraph headings used herein are for convenience only and shall not be used in construing or interpreting this Addendum.
7. Full Force and Effect . Except as amended by this Addendum Five, all of the terms and provisions of the Lease shall remain in full force and effect.
IN WITNESS WHEREOF, the parties have executed this Addendum Five effective as of the date first written above.
GK FINANCING, LLC | SUNRISE HOSPITAL AND MEDICAL | ||||
CENTER, LLC | |||||
By: | /s/ Ernest A. Bates, MD | By: | /s/ Chris A. Mowan | ||
Ernest A. Bates, M.D. | Name: | Chris A. Mowan | |||
Policy Committee Member | Title: | Chief Operating Officer |
- 3 - |
Exhibit 10.66
Exhibit “A”
PER PROCEDURE PAYMENTS
Annual Procedures Performed | Per Procedure Payment |
* | * per Procedure |
* | * per Procedure |
Notwithstanding anything to the contrary set forth herein, for purposes of determining the per procedure payments pursuant to this Exhibit "A," (a) only those "procedures" (as defined in Section 4 of this Addendum Five) performed on or after January 8, 2013 shall be counted; (b) the number of annual procedures performed shall be reset to zero (0) on January 8, 2014 and on each anniversary date thereafter; and (c) there shall be no retroactive adjustment of the per procedure payments irrespective of whether the number of procedures performed during any annual measuring period reaches a lower per procedure payment level. For example, if during an annual measuring period, * procedures are performed, then, Medical Center would pay * for each of the first * procedures, and * for each of the next * procedures (i.e., for procedures * through*). There are no minimum volume requirements.
- 4 - |
/s/ Ernest A. Bates, M.D.
|
|
Ernest A. Bates, M.D.
|
|
Chief Executive Officer
|
|
/s/ Craig K. Tagawa
|
|
Craig K. Tagawa
|
|
Chief Financial Officer
|
|
|
/s/ Ernest A. Bates, M.D.
|
|
Ernest A. Bates, M.D.
|
|
Chief Executive Officer
|
|
|
|
/s/ Craig K. Tagawa
|
|
Craig K. Tagawa
|
|
Chief Financial Officer
|