UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

 

 

 

FORM 10-Q

 

(Mark One)

xQUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the quarterly period ended September 30, 2012March 31, 2013 or

 

¨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)

 

California94-2918118
(State or other jurisdiction of(IRS Employer
Incorporation or organization)Identification No.)

 

Four Embarcadero Center, Suite 3700, San Francisco, California94111
(Address of Principal Executive Offices)(Zip Code)

 

Registrant’s 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. YesxNo¨

 

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yesx No¨

 

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):

Large Accelerated Filer¨ Accelerated Filer¨Non-Accelerated Filer¨Smaller reporting companyx

 

As of NovemberMay 1, 2012,2013, there are outstanding 4,605,870 shares of the Registrant’s common stock.

 

 
 

  

PART I - FINANCIAL INFORMATION

ITEM 1.FINANCIAL STATEMENTS

ITEM 1. FINANCIAL STATEMENTS

  

AMERICAN SHARED HOSPITAL SERVICES

CONDENSED CONSOLIDATED BALANCE SHEETS

  (unaudited)     LIABILITIES AND (unaudited)    
ASSETS September 30, 2012  December 31, 2011  SHAREHOLDERS' EQUITY September 30, 2012  December 31, 2011 
               
Current assets:         Current liabilities:        
Cash and cash equivalents $716,000  $2,580,000  Accounts payable $260,000  $278,000 
Restricted cash  50,000   50,000  Employee compensation and benefits  156,000   255,000 
Certificate of deposit  9,000,000   9,000,000  Customer deposits/deferred revenue  760,000   497,000 
Accounts receivable, net of allowance for doubtful accounts of $100,000 in 2012 and 2011  4,854,000   4,604,000  Other accrued liabilities  1,187,000   1,298,000 
Other receivables  185,000   158,000           
Prepaid expenses and other current assets  1,275,000   733,000  Current portion of long-term debt  4,571,000   3,940,000 
Current deferred tax assets  490,000   490,000  Current portion of obligations under capital leases  3,763,000   3,676,000 
                   
Total current assets  16,570,000   17,615,000  Total current liabilities  10,697,000   9,944,000 
                   
Property and equipment:         Long-term debt, less current portion  11,776,000   11,428,000 
Medical equipment and facilities  84,990,000   80,647,000  Long-term capital leases, less current portion  14,088,000   16,707,000 
Office equipment  692,000   692,000  Advances on line of credit  8,200,000   7,850,000 
Deposits and construction in progress  7,285,000   7,264,000  Deferred income taxes  3,435,000   3,435,000 
   92,967,000   88,603,000           
          Shareholders' equity:        
Accumulated depreciation and amortization  (39,848,000)  (35,336,000) Common stock (4,606,000 shares at September 30, 2012 and 4,611,000 shares at December 31, 2011)  8,577,000   8,606,000 
Net property and equipment  53,119,000   53,267,000  Additional paid-in capital  4,890,000   4,828,000 
          Accumnulated other comprehensive income  (68,000)  - 
          Retained earnings  6,801,000   6,768,000 
Investment in preferred stock  2,687,000   2,656,000  Total equity-American Shared Hospital Services  20,200,000   20,202,000 
Other assets  1,041,000   997,000  Non-controlling interest in subsidiary  5,021,000   4,969,000 
          Total shareholders' equity  25,221,000   25,171,000 
                   
Total assets $73,417,000  $74,535,000  Total liabilities and shareholders' equity $73,417,000  $74,535,000 

  (unaudited)    
ASSETS March 31, 2013  December 31, 2012 
       
Current assets:        
Cash and cash equivalents $1,302,000  $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 and $100,000 in 2012  4,510,000   3,706,000 
Other receivables  311,000   401,000 
Prepaid expenses and other current assets  788,000   925,000 
Current deferred tax assets  311,000   310,000 
         
Total current assets  16,272,000   15,956,000 
         
Property and equipment:        
Medical equipment and facilities  84,334,000   84,453,000 
Office equipment  694,000   694,000 
Deposits and construction in progress  9,872,000   9,754,000 
   94,900,000   94,901,000 
Accumulated depreciation and amortization  (42,683,000)  (41,224,000)
Net property and equipment  52,217,000   53,677,000 
         
Investment in preferred stock  2,687,000   2,687,000 
Other assets  978,000   1,003,000 
         
Total assets $72,154,000  $73,323,000 

LIABILITIES AND SHAREHOLDERS' EQUITY (unaudited)
March 31, 2013
  December 31, 2012 
       
Current liabilities:        
Accounts payable $434,000  $263,000 
Employee compensation and benefits  188,000   168,000 
Customer deposits/deferred revenue  747,000   747,000 
         
Other accrued liabilities  1,172,000   801,000 
Current portion of long-term debt  4,159,000   3,932,000 
Current portion of obligations under capital leases  3,727,000   3,742,000 
         
Total current liabilities  10,427,000   9,653,000 
         
Long-term debt, less current portion  12,820,000   13,837,000 
Long-term capital leases, less current portion  12,232,000   13,173,000 
Advances on line of credit  8,550,000   8,550,000 
         
Deferred income taxes  3,280,000   3,280,000 
         
Shareholders' equity:        
Common stock (4,606,000 shares at March 31, 2013 and 4,606,000 shares at December 31, 2012)  8,578,000   8,578,000 
Additional paid-in capital  4,939,000   4,902,000 
Accumulated other comprehensive income (loss)  (349,000)  (357,000)
Retained earnings  6,831,000   6,806,000 
Total equity-American Shared Hospital Services  19,999,000   19,929,000 
Non-controlling interest in subsidiary  4,846,000   4,901,000 
Total shareholders' equity  24,845,000   24,830,000 
         
Total liabilities and shareholders' equity $72,154,000  $73,323,000 

 

See accompanying notes

AMERICAN SHARED HOSPITAL SERVICES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)

  

 Three months ended September 30, Nine months ended September 30,  Three Months ended March 31, 
 2012 2011 2012 2011  2013 2012 
              
Revenue:                
                
Medical services revenue $4,236,000  $4,164,000  $12,923,000  $12,737,000  $4,668,000  $4,403,000 
                
Equipment sales  -   4,984,000   -   4,984,000 
                
  4,236,000   9,148,000   12,923,000   17,721,000 
                        
Costs of revenue:                        
                        
Maintenance and supplies  383,000   361,000   1,102,000   1,042,000   381,000   390,000 
                        
Depreciation and amortization  1,532,000   1,573,000   4,481,000   4,403,000   1,474,000   1,545,000 
                        
Other direct operating costs  626,000   615,000   1,935,000   1,917,000   695,000   631,000 
                        
Cost of equipment sales  -   4,140,000   -   4,140,000 
                
  2,541,000   6,689,000   7,518,000   11,502,000   2,550,000   2,566,000 
                        
Gross Margin  1,695,000   2,459,000   5,405,000   6,219,000   2,118,000   1,837,000 
                
                        
Selling and administrative expense  960,000   1,038,000   3,093,000   3,201,000   1,235,000   1,024,000 
                        
Interest expense  525,000   608,000   1,638,000   1,754,000   471,000   574,000 
                        
Operating income  210,000   813,000   674,000   1,264,000   412,000   239,000 
                        
Interest and other income  10,000   4,000   25,000   88,000 
Interest and other income (loss)  (127,000)  1,000 
                        
Income before income taxes  220,000   817,000   699,000   1,352,000   285,000   240,000 
                        
Income tax expense  28,000   283,000   52,000   328,000   52,000   11,000 
                        
Net income  192,000   534,000   647,000   1,024,000   233,000   229,000 
                
Less: Net income attributable to non-controlling interests  (183,000)  (314,000)  (614,000)  (762,000)
Less: Net income attributable to non-controlling interest  (208,000)  (220,000)
                        
Net income attributable to American Shared Hospital Services $9,000  $220,000  $33,000  $262,000  $25,000  $9,000 
                        
Net income per share attributable to American Shared Hospital Services:                
Net income per share:        
                        
Earnings per common share - basic $-  $0.05  $0.01  $0.06  $0.01  $- 
                        
Earnings per common share - assuming dilution $-  $0.05  $0.01  $0.06 
Earnings per common share - diluted $0.01  $- 

  

See accompanying notes

AMERICAN SHARED HOSPITAL SERVICES

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)

(Unaudited)

  

  Three months ended September 30,  Nine months ended September 30, 
  2012  2011  2012  2011 
             
Net income attributable to American Shared Hospital Services $9,000  $220,000  $33,000  $262,000 
                 
Other comprehensive income (loss), net of tax:                
Foreign currency translation adjustments  (120,000)  -   (120,000)  - 
                 
Total comprehensive income (loss)  (111,000)  220,000   (87,000)  262,000 
Less comprehensive income (loss) attributable to the non-controlling interest  (52,000)  -   (52,000)  - 
                 
Comprehensive income (loss) attributable to American Shared Hospital Services $(59,000) $220,000  $(35,000) $262,000 
  Three months ended March 30, 
  2013  2012 
       
Net income attributable to American Shared Hospital Services $25,000  $9,000 
         
Other comprehensive income:        
Foreign currency translation adjustments  22,000   - 
         
Total comprehensive income  47,000   9,000 
Less comprehensive income attributable to the non-controlling interest  14,000   - 
        
Comprehensive income attributable to American Shared Hospital Services $33,000  $9,000 

  

See accompanying notes

AMERICAN SHARED HOSPITAL SERVICES

CONDENSED CONSOLIDATED STATEMENT OF SHAREHOLDERS' EQUITY

 

  PERIODS ENDED DECEMBER 31, 2010 AND 2011 AND SEPTEMBER 30, 2012 
        Additional     Accumulated Other     Non-controlling    
  Common  Common  Paid-in  Retained  Comprehensive  Sub-Total  Interests in    
  Shares  Stock  Capital  Earnings  Income(Loss)  ASHS  Subsidiaries  Total 
                         
Balances at January 1, 2010  4,595,000  $8,606,000  $4,593,000  $6,205,000  $-  $19,404,000  $3,351,000  $22,755,000 
                                 
Stock based compensation expense  2,000   -   110,000   -   -   110,000   -   110,000 
                                 
Cash distributions to non-controlling interests  -   -   -   -   -   -   (627,000)  (627,000)
                                 
Net income  -   -   -   57,000   -   57,000   749,000   806,000 
                                 
Balances at December 31, 2010  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 
                                 
Stock based compensation expense  4,000   -   62,000   -   -   62,000   -   62,000 
                                 
Repurchase of common stock  (9,000)  (29,000)  -   -   -   (29,000)  -   (29,000)
                                 
Investment in subsidiaries by non-controlling interests  -   -   -   -   -   -   169,000   169,000 
                                 
Cash distributions to non-controlling interests  -   -   -   -   -   -   (679,000)  (679,000)
                                 
Cumulative foreign currency translation adjustment  -   -   -   -   (68,000)  (68,000)  (52,000)  (120,000)
                                 
Net income  -   -   -   33,000   -   33,000   614,000   647,000 
                                 
Balances at September 30, 2012 (unaudited)  4,606,000  $8,577,000  $4,890,000  $6,801,000  $(68,000) $20,200,000  $5,021,000  $25,221,000 

  PERIODS ENDED DECEMBER 31, 2011 AND 2012 AND MARCH 31, 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  -   -   37,000   -   -   37,000   -   37,000 
                       -         
Investment in subsidiaries by non-controlling interests  -   -   -   -   -   -   14,000   14,000 
                                 
Cumulative translation adjustment  -   -   -   8,000   -   8,000   14,000   22,000 
                                 
Cash distributions to non-controlling interests  -   -   -   -   -   -   (291,000)  (291,000)
                                 
Net income  -   -   -   -   25,000   25,000   208,000   233,000 
                                 
Balances at March 31, 2013 (unaudited)  4,606,000  $8,578,000  $4,939,000  $(349,000) $6,831,000  $19,999,000  $4,846,000  $24,845,000 

 

See accompanying notes

AMERICAN SHARED HOSPITAL SERVICES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)

 

  Nine Months ended September 30, 
  2012  2011 
Operating activities:        
Net income $647,000  $1,024,000 
         
Adjustments to reconcile net income to net cash from operating activities:        
         
Depreciation and amortization  4,563,000   4,475,000 
         
Stock based compensation expense  62,000   102,000 
         
Loss (Gain) on sale of assets  3,000   (54,000)
         
Changes in operating assets and liabilities:        
         
Receivables  (372,000)  (719,000)
         
Prepaid expenses and other assets  (542,000)  (286,000)
         
Customer deposits/deferred revenue  263,000   24,000 
         
Accounts payable and accrued liabilities  (228,000)  990,000 
         
Cumulative translation adjustment and other  (120,000)  - 
         
Net cash from operating activities  4,276,000   5,556,000 
         
Investing activities:        
Payment for purchase of property and equipment  (4,103,000)  (2,223,000)
         
Investment in subsidiaries by non-controlling interests  169,000   1,099,000 
         
Payment for repurchase of common stock  (29,000)  - 
         
Investment in convertible preferred stock  (31,000)  - 
         
Net cash from investing activities  (3,994,000)  (1,124,000)
         
Financing activities:        
Principal payments on long-term debt  (2,946,000)  (2,872,000)
         
Principal payments on capital leases  (2,796,000)  (2,124,000)
         
Long term debt financing on property and equipment  3,925,000   1,699,000 
         
Advances on line of credit  950,000   - 
         
Payments on line of credit  (600,000)  (1,000,000)
         
Distributions to non-controlling interests  (679,000)  (907,000)
         
Net cash from financing activities  (2,146,000)  (5,204,000)
         
Net change in cash and cash equivalents  (1,864,000)  (772,000)
         
Cash and cash equivalents at beginning of period  2,580,000   1,438,000 
         
Cash and cash equivalents at end of period $716,000  $666,000 
         
Supplemental cash flow disclosure:        
Cash paid during the period for:        
         
Interest $1,782,000  $1,891,000 
         
Income taxes $147,000  $49,000 
         
Schedule of non-cash investing and financing activities        
Acquisition of equipment with capital lease financing $264,000  $3,465,000 

AMERICAN SHARED HOSPITAL SERVICES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

  Three Months ended March 31, 
  2013  2012 
Operating activities:        
Net income $233,000  $229,000 
         
Adjustments to reconcile net income to net cash from operating activities:        
         
Depreciation and amortization  1,485,000   1,548,000 
         
Deferred income tax  (1,000)  - 
         
Loss (gain) on foreign currency transactions  140,000   5,000 
         
Stock based compensation expense  37,000   32,000 
         
Changes in operating assets and liabilities:        
         
Receivables  (714,000)  211,000 
         
Prepaid expenses and other assets  137,000   (678,000)
         
Customer deposits/deferred revenue  -   (12,000)
         
Accounts payable and accrued liabilities  562,000   58,000 
         
Net cash from operating activities  1,879,000   1,393,000 
         
Investing activities:        
Payment for purchase of property and equipment  (119,000)  (3,143,000)
         
Investment in subsidiaries by non-controlling interests  -   55,000 
         
Net cash from investing activities  (119,000)  (3,088,000)
         
Financing activities:        
Principal payments on long-term debt  (790,000)  (1,068,000)
         
Principal payments on capital leases  (956,000)  (832,000)
         
Long term debt financing on property and equipment  -   3,525,000 
         
Advances on line of credit  -   250,000 
         
Payments on line of credit  -   (600,000)
         
Capital contributions from non-controlling interests  15,000   - 
         
Distributions to non-controlling interests  (291,000)  (372,000)
         
Net cash from financing activities  (2,022,000)  903,000 
         
Net change in cash and cash equivalents  (262,000)  (792,000)
         
Cash and cash equivalents at beginning of period  1,564,000   2,580,000 
         
Cash and cash equivalents at end of period $1,302,000  $1,788,000 
         
Supplemental cash flow disclosure:        
Cash paid during the period for:        
         
Interest $482,000  $620,000 
         
Income taxes $10,000  $28,000 
         
Schedule of non-cash investing and financing activities        
Acquisition of equipment with capital lease financing $-  $264,000 

 

See accompanying notes

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 September 30, 2012March 31, 2013 and the results of its operations for the three month period ended March 31, 2013 and nine month periods ended September 30, 2012, and 2011, which results are not necessarily indicative of results on an annualized basis. Consolidated balance sheet amounts as of December 31, 20112012 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, 20112012 included in the Company’s 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”); and American Shared Radiosurgery Services (“ASRS”); ASRS’ majority-owned subsidiary, GK Financing, LLC (“GKF”); GKF’s wholly-owned subsidiaries, GK Financing U.K., Limited (“GKUK”) and Instituto de Gamma Knife del Pacifico S.A.C. (“GKPeru”); ASHS’ majority owned subsidiary, Long Beach Equipment, LLC (“LBE”), GKF’s majority owned subsidiaries, Albuquerque GK Equipment, LLC (“AGKE”), Jacksonville GK Equipment, LLC (“JGKE”) and EWRS, LLC (“EWRS”), and EWRS’ wholly owned subsidiary, EWRS Tibbi Cihazlar Ticaret Ltd Sti (“EWRS Turkey”).

 

The Company through its majority-owned subsidiary, GKF, provided Gamma Knife units to nineteen medical centers as of September 30, 2012March 31, 2013 in the states of Arkansas, California, Connecticut, Florida, Illinois, Massachusetts, Mississippi, Nevada, New Jersey, New Mexico, New York, Tennessee, Oklahoma, Ohio, Texas and Wisconsin, and in Turkey.

 

GKF also provides radiation therapy equipment to the radiation therapy department at the Gamma Knife site in Turkey. 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 in the United States.

 

The Company formed the subsidiaries GKUK, GKPeru, EWRS and EWRS Turkey for the purposes of expanding its business internationally into the United Kingdom, Peru and Turkey; LBE to provide proton beam therapy services in Long Beach, California; and AGKE and JGKE to provide Gamma Knife services in Albuquerque, New Mexico and Jacksonville, Florida. AGKE and EWRS Turkey began operation in the second quarter 2011 and JGKE began operation in the fourth quarter 2011. GKPeru is expected to begin operation in the latter part of 2013. GKUK is inactive and LBE areis not expected to begin operations in 2012.2013.

During 20112012 and 2012,2013, the Company’s partner in its Turkey operation, its partners in the Albuquerque Gamma Knife operation, and its partners in the Jacksonville Gamma Knife operations have made investments in EWRS, AGKE and JGKE, respectively. These investments are included in the line item “Non-controlling interests in subsidiaries” in the Company’s financial statements.

 

TheBased on guidance provided in accordance with ASC 830, Foreign Currency Matters (“ASC 830”), the Company analyzes its operations outside the United States to determine the functional currency of each operation. Management has determined that these operations are initially accounted for in U.S. dollars since the Company’s operating subsidiaries outsideprimary transactions incurred are in U.S. dollars and the Company provides significant funding towards the startup of the United States isoperation. When Management determines that an operation has become self-sufficient, the respectiveCompany may change its accounting for the operation to the local currency. The translationcurrency from the applicable foreign currencies toU.S. dollar, depending on the US Dollar is performedfacts and circumstances. The Company determined that effective in the third quarter 2012, the functional currency for its Turkish operation, EWRS Turkey, was the Turkish lira. Therefore, in accordance with ASC 830, EWRS Turkey’s balance sheet accounts using exchangewere translated at rates in accordance with guidance provided under ASC 830, and accumulated gains and losses and translation differences were recorded in accumulated other comprehensive income (loss), which is a separate component of equity.

As of March 31, 2013 and December 31, 2012, EWRS Turkey’s balance sheet accounts were translated at rates in effect at the balance sheet dateas of those dates, respectively, and for revenueincome and expense accounts using awere translated at the weighted average rates of exchange rate for the period. Theduring those respective periods. Translation adjustments resulting translation adjustments are recorded as a component of Accumulated Other Comprehensive Income (Loss)from this process were also recognized under accumulated other comprehensive income (loss). Gains orand losses resulting from foreign currency denominated transactions are included in Interestinterest and Other Income. Aggregateother income in the Company’s Consolidated Statements of Operations. The Company recorded a net foreign currency transactionloss of $141,000 for the three month period ended March 31, 2013 and net losses were not materialforeign currency gain of approximately $133,000 for any of the periods for which a Statement of Operations and Comprehensive Income is presented.

year ended December 31, 2012.

 

The Company has only one operating segment. All significant intercompany accounts and transactions have been eliminated in consolidation. Certain reclassifications have been made to the 2012 balances to conform with the 2013 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 and nine months ended September 30,March 31, 2013 basic earnings per share was computed using 4,606,000 common shares and diluted earnings per share was computed using 4,610,000 common shares and equivalents. For the three months ended March 31, 2012 basic earnings per share was computed using 4,606,000 and 4,610,0004,611,000 common shares respectively, and diluted earnings per share was computed using 4,630,000 and 4,635,0004,638,000 common shares and equivalents, respectively. For the three and nine months ended September 30, 2011 basic earnings per share was computed using 4,605,000 and 4,598,000 common shares, respectively, and diluted earnings per share was computed using 4,621,000 and 4,618,000 common shares and equivalents, respectively.

equivalents.

The computation for the three and nine month periods ended September 30, 20122013 excluded approximately 310,000592,000 of the Company’s stock options because the exercise price of the options was higher than the average market price during those periods. The computation for the three and nine month periods ended September 30, 2011 excluded approximately 176,000 of the Company’s stock options because the exercisestrike price of the options was higher than the average market price during the periods.quarter. The computation for 2012 excluded approximately 289,000 of the Company’s stock options because the strike price of the options was higher than the average market price during the quarter.

 

Note 3.Stock-based Compensation

 

On June 2, 2010, the Company’s shareholders approved an amendment and restatement of the 2006 Stock Incentive Plan (the “2006 Plan”). Among other things, the amendment and restatement renamed the 2006 Plan to the Incentive Compensation Plan (the “Plan”) and increased the number of shares of the Company’s common stock reserved for issuance under the Plan by an additional 880,000 shares from 750,000 shares to 1,630,000 shares. The shares are reserved for issuance to officers of the Company, other key employees, non-employee directors, and advisors. The Plan serves as successor to the Company’s 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 Plan, and no further grants or share issuances will be made under the 1995 and 2001 Plans. Under the Plan, there have been 84,000112,000 restricted stock units granted, consisting primarily of annual automatic grants and deferred compensation to non-employee directors, and there are 596,000 options granted, of which 520,000571,000 options are vested as of September 30, 2012.March 31, 2013.

Compensation expense associated with the Company’s stock-based awards to employees is calculated using the Black-Scholes valuation model. The Company’s stock-based awards have characteristics significantly different from those of traded options, and changes in the subjective input assumptions can materially affect the fair value estimates. The estimated fair value of the Company’s option grants is estimated using assumptions for expected life, volatility, dividend yield, and risk-free interest rate which are specific to each award. The estimated fair value of the Company’s 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 $3,000 and $62,000 is reflected in net income for the three and nine month periods ended September 30, 2012, compared to $35,000 and $102,000 in the same periods in the prior year, respectively. There were no options issued and no options exercised during the three month period, and 21,000 options issued and no options exercised during nine month period ended September 30, 2012. There were no excess income tax benefits to report.

 

Compensation expense associated with the Company’s stock-based awards to employees is calculated using the Black-Scholes valuation model. The Company’s stock-based awards have characteristics significantly different from those of traded options, and changes in the subjective input assumptions can materially affect the fair value estimates. The estimated fair value of the Company’s option grants is estimated using assumptions for expected life, volatility, dividend yield, and risk-free interest rate which are specific to each award. The estimated fair value of the Company’s 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 $37,000 is reflected in net income for the three month period ended March 31, 2013, compared to $32,000 in the same period in the prior year. There were no options issued and no options exercised during either of the three month periods ended March 31, 2013 or March 31, 2012. There were no excess income tax benefits to report.

Note 4.Convertible Preferred Stock Investment

 

As of September 30,March 31, 2013 and December 31, 2012 the Company has a $2,687,000 investment in the convertible preferred stock (“Preferred Stock”) of Mevion Medical Systems, Inc. (“Mevion”), formerly Still River Systems, Inc., representing an approximate 1.0% interest in Mevion. The Company’s investment in Mevion was $2,656,000 as of December 31, 2011. The Company accounts for this investment under the cost method.

The Preferred Stock is convertible at any time at the option of the holder into shares of common stock of Mevion 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 Mevion, 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 Mevion.

 

The Company carries its investment in Mevion at cost and reviews it for impairment on a quarterly basis, or as events or circumstances might indicate that the carrying value of the investment may not be recoverable. The Company evaluated this investment for impairment at December 31, 20112012 and reviewed it at September 30, 2012March 31, 2013 in light of both current market conditions and the ongoing needs of Mevion to raise cash to continue its development of the first compact, single room PBRT system. Based on its analysis, the Company estimates that there is currently an unrealized loss (impairment) of approximately $1.3 million.

In assessing whether the impairment is other than temporary, we evaluated the length of time and extent to which market value has been below cost, the financial condition and near term prospects of Mevion and our ability and intent to retain our investment for a period sufficient to allow for an anticipated recovery in the market value. Although the investment is not without certain risk, and the manufacture of the first unit has taken longer than originally anticipated, the Company believes that the current market value is a temporary situation brought on solely due to the continuing downturn of the economy, and is not a reflection on the progress or viability of Mevion or its PBRT design.

 

During the second quarter of 2012, Mevion announced that it had received FDA 510(k) clearance for its MEVION S250 system, which enables users of the system to treat patients immediately upon completion of system installation. Mevion had previously announced that it had received the CE Mark certification which enables Mevion to market, sell and install these systems through the European Union and any country that recognizes the CE Mark. Based on the continuing progress being made by Mevion toward the manufacture and installation of the first single room PBRT system, the Company believes that our investment in Mevion is not other than temporarily impaired, and the fair value will increase so that the carrying value will be recovered.

 

Note 5.Line of Credit

 

The Company has a $9,000,000 renewable line of credit with the Bank of America (the “Bank”) that has been in place since June 2004 and has a maturity date of August 1, 2014.2013. The line of credit is drawn on from time to time as needed for equipment purchases and working capital. Amounts drawn against the line of credit are at an interest rate per year equal to the Bank’s prime rate minus 0.5 percentage point, or alternately, at the Company’s discretion, the LIBOR rate plus 1.0 percentage point, and are secured by the Company’s cash invested with the Bank. The Company is in compliance with all debt covenants required. The weighted average interest rate during the first ninethree months of 20122013 was 1.23%1.40%. At September 30, 2012, $8,200,000March 31, 2013, $8,550,000 was borrowed against the line of credit, compared to $7,850,000$8,550,000 at December 31, 2011.2012.

Note 6.Fair Value of Financial Instruments

 

The Company’s disclosures of the fair value of financial instruments is based on a fair value hierarchy which prioritizes the inputs to the valuation techniques used to measure fair value into three levels. Level 1 inputs are unadjusted quoted market prices in active markets for identical assets and liabilities that the Company has the ability to access at the measurement date. Level 2 inputs are inputs other than quoted prices within Level 1 that are observable for the asset or liability, either directly or indirectly. Level 3 inputs are unobservable inputs for assets or liabilities, and reflect the Company’s own assumptions about the assumptions that market participants would use in pricing the asset or liability.

 

The carrying value of financial instruments including cash and cash equivalents (Level 1), restricted cash (Level 1) and accounts receivable (Level 2) approximated their fair value as of September 30, 2012 and December 31, 2011 because of the relatively short maturity of these instruments. Theestimated fair value of the Company’s investment in preferred stock is estimated to be $1,383,000 at both September 30, 2012assets and liabilities as of March 31, 2013 and December 31, 2011. The Company used the offering price in private placements of Mevion’s preferred stock during 2011 to estimate the fair value under Level 2 of the hierarchy. The fair value of the Company’s various debt obligations, discounted at currently available interest rates was approximately $33,747,000 and $35,743,000 at September 30, 2012 and December 31, 2011, respectively. The fair value of the Company’s debt was estimated using Level 3 inputs.were as follows (in thousands):

  Level 1  Level 2  Level 3  Total  Carrying Value 
March 31, 2013                    
                     
Assets:                    
Cash, cash equivalents, restricted cash $10,352          $10,352  $10,352 
Receivables  4,821          $4,821   4,821 
Preferred stock investment      1,300      $1,300   2,687 
Total $15,173  $1,300  $-  $16,473  $17,860 
                     
Liabilities                    
Accounts payable and other accrued liabilities $2,541          $2,541  $2,541 
Advances on line of credit $8,550          $8,550  $8,550 
Debt obligations          32,986  $32,986   32,938 
Total $11,091  $-  $32,986  $44,077  $44,029 
                     
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 
Note 7.Repurchase of Common Stock

 

In 1999 and 2001, the Board of Directors approved resolutions authorizing the Company to repurchase up to a total of 1,000,000 shares of its own stock on the open market, which the Board reaffirmed in 2008. TheThere were no shares repurchased in the first quarter of 2013. In 2012, the Company did not repurchase any of its stock during 2012 or 2011, with the exception of the second quarter 2012 when approximatelyrepurchased 9,000 shares were repurchased at an average price of $3.26 per share. There are approximately 72,000 shares remaining under this repurchase authorization.

 

Note 8.Income Taxes

We generally calculate our effective income tax rate at the end of an interim period using an estimate of the annual effective income tax rate expected to be applicable for the full fiscal year. However, when a reliable estimate of the annual effective income tax rate cannot be made, we compute our provision for income taxes using the actual effective income tax rate for the year-to-date period. Our effective income tax rate is highly influenced by the amount of the nondeductible stock-based compensation associated with grants of our common stock options. A small change in estimated annual pretax income (loss) can produce a significant variance in the annual effective income tax rate given the expected amount of these items. Because of this variability, a reliable estimate of the annual effective income tax rate for 2013 cannot be made. As a result, we have computed our provision (benefit) for income taxes for the three months ended March 31, 2013 by applying the actual effective tax rate to income (loss) for the period.

Item 8.2.Management’s 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, Mevion Medical Systems, Inc. (“Mevion”), 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, 20112012 and the definitive Proxy Statement for the Annual Meeting of Shareholders to be held on June 7, 2012.11, 2013.

 

The Company had eighteentwenty Gamma Knife units in operation at both September 30, 2012March 31, 2013 and September 30, 2011.nineteen at March 31, 2012. Three of the Company’s customer contracts are through subsidiaries where GKF or its subsidiary is the majority owner and managing partner. ElevenTwelve of the Company’s eighteennineteen current Gamma Knife customers are under fee-per-use contracts, and seveneight customers are under retail arrangements. The Company’s two contracts to provide radiation therapy and related equipment services to existing Gamma Knife customers are considered retail arrangements. Retail arrangements are further classified as either turn-key or revenue sharing. Revenue from fee per use contracts is recorded on a gross basis as determined by each hospital’s 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 equipment. Revenue is recorded on a gross basis and estimated based on historical experience of that hospital’s contracts with third party payors. For revenue sharing arrangements the Company receives a contracted percentage of the reimbursement received by the hospital. The gross amount the Company expects to receive is recorded as revenue and estimated based on historical experience.

The American Taxpayer Relief Act of 2012 reduces Medicare’s reimbursement rate for Gamma Knife services from $7,910 to $3,300 per treatment effective April 1, 2013. These cuts will directly reduce revenue at the Company’s six U.S. “retail” Gamma Knife sites, where we receive a percentage of the hospital’s Medicare reimbursement. This reimbursement rate will indirectly impact some of our remaining centers, where AMS’s revenue per procedure is contractually fixed with the hospital. If the Company’s business mix in the last 9 months of 2013 is identical to that in 2012, revenues are estimated to be reduced by approximately $600,000 to $700,000 and pretax income by approximately $350,000 to $450,000 during the last nine months of 2013. Actual results could vary materially, however, based on many factors, including, but not limited to, payer mix, patient volumes and mitigation efforts.

Medical services revenue increased by $72,000 and $186,000$265,000 to $4,236,000 and $12,923,000$4,668,000 for the three and nine month periodsperiod ended September 30, 2012March 31, 2013 from $4,164,000 and $12,737,000$4,403,000 for the three and nine month periodsperiod ended September 30, 2011, respectively. The increases for both the three and nine month periods are primarily due to an increase inMarch 31, 2012. However, revenue from the Company’s radiation therapy sites, partially offsetcontracts decreased for the three month period by $128,000, to $367,000 from $495,000 for the same period in the prior year. The decrease was due to a decline in volume at the existing radiation therapy sites. The decrease in revenue from itsradiation therapy was offset by a $393,000 increase in Gamma Knife sites comparedrevenue to $4,301,000 from $3,908,000 for the same periodsperiod in the prior year. The increase in radiation therapyGamma Knife revenue was primarily due to atwo new contractcontracts that began operation in the fourthsecond quarter 2011,2012 and first quarter 2013, and increased volume at its existing radiation therapy site. The decrease in Gamma Knife revenue for both the three and nine month periods compared to the same periods in the prior year was primarily due to lost revenue from one unit that was sold to the customer in the third quarter 2011, and one site where the contract ended in the second quarter 2012 at the end of its term. For the nine month period the revenue decrease was also partially due to a site that was out of service for one month for a cobalt reload during the first quarter 2012.

The Company recorded equipment sales revenue of $4,984,000 in the third quarter of 2011 from the sale of a new Perfexion unit to an existing Gamma Knife customer. The sale was in connection with an early termination agreement on an existing 10-year lease for a Gamma Knife unit it had supplied to the customer since 2004. There was no equipment sales revenue in 2012.sites.

 

The number of Gamma Knife procedures increased by 26 and increased by 128107 to 523 and 1,564 for621 in the three and nine month periods ended September 30, 2012first quarter 2013 from 497 and 1,436514 in the same periodsquarter in the prior year, respectively. For both the three and nine month periods, the primary reason for the increase is the addition of a new Perfexion unit that began operation in Turkey in late second quarter 2012. The increase in the third quarter was partially offset by the loss of volume from a Gamma Knife site where the contract ended in the second quarter 2012. For the nine month period, the increase was also partiallyprimarily due to the additionstart of aoperations at two new Gamma Knife unitsites that were not in operation during the secondfirst quarter 2012. In addition, two of 2011 at a site in Turkey.our Gamma Knife 4C sites experienced increased volume during the quarter. For the three and nine month periods,period, volume at the Company’s sites where Perfexion units have been installed increased by 16% and 8% compared to the same periods in the prior year, respectively.11%.

 

Total costs of revenue decreased by $4,148,000 and $3,984,000$16,000 to $2,541,000 and $7,518,000$2,550,000 for the three and nine month periodsperiod ended September 30, 2012March 31, 2013 from $6,689,000 and $11,502,000$2,566,000 for the three and nine month periodsperiod ended September 30, 2011, respectively. Costs of revenue for the three and nine month periods ended September 30, 2011 includes cost of equipment sales of $4,140,000, which is specific to equipment sales revenue recorded in the third quarter of 2011. There is no cost of equipment sales for the same periods inMarch 31, 2012. Maintenance and supplies increaseddecreased by $22,000 and $38,000$8,000 for the three and nine month periodsperiod ended September 30, 2012March 31, 2013 compared to the same periodsperiod in the prior year, respectively. The variance for both the three and nine month periods wasprimarily due to higher costs forlower contract maintenance and repairs not covered under maintenance contracts, partially offset by lower costs for maintenance contracts. The maintenance contract expenses is less because of lower negotiated maintenance contracts at several sites, partially offset by maintenance contracts that started when the warranty period ended for three Gamma Knife units.costs. Depreciation and amortization decreased by $41,000 and increased by $78,000$71,000 for the three and nine month periodsperiod ended September 30, 2012March 31, 2013 compared to the same periodsperiod in the prior year. The decrease for the third quarterThis was primarily due to two sites where the depreciable life was extended due to customer contract extensions. The increase for the nine month period is primarily because depreciation started on four new sites that began operation since the first quarter 2011, partially offset by a reduction in depreciation for three sites where depreciation was stopped in 2012 because the remaining value of the equipment had reached its salvage value, and three sites where the depreciable life was extended due to customer contract extensions.value. Other direct operating costs increased by $11,000 and $18,000$64,000 for the three and nine month periodsperiod ended September 30, 2012March 31, 2013 compared to the same periodsperiod in the prior year. For both the three and nine month periods, the increase isyear primarily due to higherincreased property tax expense. This was partially offset by lower operating costs in connection with the Company’s retail sites partially offset byand lower marketing costs.

Selling and administrative costs decreasedincreased by $78,000 and by $108,000$211,000 to $960,000 and $3,093,000$1,235,000 for the three and nine month periodsperiod ended September 30, 2012March 31, 2013 from $1,038,000 and $3,201,000$1,024,000 for the same periods in the prior year, respectively. For both the three month and nine month periods, the decreaseperiod ended March 31, 2012. This increase was primarily due to lowerhigher payroll related costs.costs, accounting and consulting fees and rent expense, partially offset by reduced legal fees. The higher rent expense is due to accrued rent expense of approximately $115,000 in the first quarter 2013, relating to a sublease of a portion of the Company’s office space. The rent accrual is required because the Company subleased a portion of its existing office space through the remainder of its lease term at a rate lower than its lease rate, which resulted in a cumulative loss through the remainder of the lease term.

 

Interest expense decreased by $83,000 and $116,000$103,000 to $525,000 and $1,638,000$471,000 for the three and nine month periodsperiod ended September 30, 2012March 31, 2013 from $608,000 and $1,754,000$574,000 for the three and nine month periodsperiod ended September 30, 2011, respectively. For both the three and nine month periods, this was primarily due toMarch 31, 2012. Lower interest expense is driven by lower interest expense on borrowing under the Company's line of credit with a bank and lower interest expenserates from financing Gamma Knife units and other medical equipment. Reduced financing interest was because ofdriven by lower interest expense relating to the more mature units, partially offset by higher interest expense on new financing from three new Gamma Knife units and one radiation therapy unit.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 $6,000 and decreased by $63,000$128,000 to $10,000 and $25,000a loss of $127,000 for the three and nine month periods ended September 30, 2012 from $4,000 and $88,000 for the three and nine month periods ended September 30, 2011, respectively. For the three month period ended March 31, 2013 from a gain of $1,000 for the increase isthree month period ended March 31, 2012 due to unfavorable exchange rate variances. ForThere was a net loss from exchange rate variances of $140,000 in the nine month period, the decrease was primarily duefirst quarter 2013 compared to a gain on$5,000 loss in the sale of equipment of $53,000same period in second quarter 2011.the prior year.

 

The Company recordedhad income tax expense of $28,000 and $52,000 for the three and nine month periodsperiod ended September 30, 2012March 31, 2013 compared to income tax expense of $283,000 and $328,000$11,000 for the three and nine month periodsperiod ended September 30, 2011, respectively.March 31, 2012. The reductionincrease in income tax expense for both the three and nine month periods is primarily due to lowerhigher taxable income attributable to American Shared Hospital Services. TheIn addition, the Company is estimatingestimated an effective income tax rate for the third quarter of 2012 of 74%, and an effective annual income tax rate of 61% for68% to be applied to the nine month period ended September 30, 2012,first quarter 2013, based on income attributable to American Shared Hospital Services, compared to an estimated 56% income tax rate used for the same periods in the prior year.first quarter 2012.

 

Net income attributable to non-controlling interest decreased by $131,000 and $148,000$12,000 to $183,000 and $614,000$208,000 for the three and nine month periodsperiod ended September 30, 2012March 31, 2013 from $314,000 and $762,000$220,000 for the three and nine month periodsperiod ended September 30, 2011. Non-controlling interest primarilyMarch 31, 2012. Net income attributable to non-controlling interests represents net income earned by the 19% non-controlling interest in GKF, and net income of GK Financing owned by a third party, as well asthe non-controlling interests in various subsidiaries of GK Financing ownedcontrolled by third parties that began operations in 2011. VariancesGKF. The decrease or increase in net income attributable to non-controlling interests representsreflects the relative increase or decrease in profitability of GKF and these ventures.GKF.

The Company had net income of $25,000, or $0.01 per diluted share, for the three month period ended March 31, 2013 compared to net income of $9,000, or $0.00 per diluted share, and $33,000, or $0.01 per diluted share, for the three and nine month periods ended September 30, 2012, compared to net income of $220,000, or $0.05 per diluted share, and $262,000, or $0.06 per diluted share, in the same periodsperiod in the prior year, respectively.year. The decreaseincrease in net income for both the three and nine month periods was primarily due to an increase in medical services revenue from equipment salesand lower interest expense, partially offset by increased selling and administrative costs, a loss in the third quarter 2011 of $4,984,000, less cost of equipment sales of $4,140,000, and the related effect of this transaction on net income attributable to non-controlling interest and other income and higher income tax expense. There is no equipment sales revenue in 2012.

Liquidity and Capital Resources

 

The Company had cash and cash equivalents of $716,000$1,302,000 at September 30, 2012March 31, 2013 compared to $2,580,000$1,564,000 at December 31, 2011.2012. The Company’s cash position decreased by $1,864,000$262,000 due to payments for the purchase of property and equipment of $4,103,000,$119,000, principal payments on long term debt and capital leases of $5,742,000,$1,746,000, and distributions to non-controlling interests of $679,000, investment in convertible preferred stock of $31,000 and the repurchase of the Company’s common stock of $29,000.$291,000. These decreases were offset by net cash from operating activities of $4,276,000, long term debt financing on the purchase of equipment of $3,925,000, net advances on the Company’s line of credit with a bank of $350,000$1,879,000, and an investment by a non-controlling interestsinterest of $169,000.$15,000.

 

As of September 30, 2012,March 31, 2013, the Company has a $9,000,000 principal investment in a certificate of deposit with a bank at an interest rate of 0.45% and a maturity date in August 2013.

 

The Company has a two year renewable $9,000,000 line of credit with a bank, available as needed for equipment purchases and working capital. Amounts drawn against the line of credit are secured by the Company’s cash invested with the bank. At September 30, 2012March 31, 2013 there was $8,200,000$8,550,000 drawn against the line of credit, compared to $7,850,000 at December 31, 2011.credit.

 

The Company has scheduled interest and principal payments under its debt obligations of approximately $5,011,000$4,633,000 and scheduled capital lease payments of approximately $5,270,000$4,822,000 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 as of September 30, 2012March 31, 2013 had shareholders’ equity of $25,221,000,$24,845,000, working capital of $5,873,000$5,845,000 and total assets of $73,417,000.$72,154,000.

Commitments

 

The Company has a $2,687,000 preferred stock investment in Mevion Medical Systems, Inc., a development stage company, which is considered a long-term investment on the balance sheet and is recorded at cost.As of September 30, 2012,March 31, 2013, the Company also has $3,000,000 in non-refundable deposits toward the purchase of three MEVION S250 proton beam radiation therapy (PBRT) systems from Mevion. The Company has entered into an agreement with a radiation oncology physician group which has contributed $400,000 towards the depositdeposits on one of these PRBT systems.the third system. The Company’s first PRBTPBRT system has an anticipated delivery date in the second half of 2013.2014.

 

The Company has made non-refundable deposits totaling $2,896,000$5,147,000 towards the purchase of a LGK Model 4 Gamma Knife unit to be installed at a site in Peru, a radiation therapy unit to be installed in Brazil, a Perfexion unit scheduled to be installed at a new customer site in Florida, aand two Perfexion unit to be installed at an existing customer, and another Perfexion unitunits scheduled to be installed at a sitesites yet to be determined.

 

Including the commitments for the three MEVION S250 systems, the three Perfexion units, and the LGK Model 4 Gamma Knife unit and the radiation therapy unit, the Company has total remaining commitments to purchase equipment in the amount of approximately $45,000,000.$40,000,000. It is the Company’s intent to finance the remaining purchase commitments as needed, and a financing commitment has been obtained for the first MEVION S250 system and for the Gamma Knife units in Florida and Peru. However, due to the current economic and credit market conditions it has been more difficult to obtain financing for some of the Company’s projects. The Company expects that it will be able to obtain financing on the commitments for the remaining Perfexion units and the radiation therapy unit.units. The Company also expects that it will be able to obtain financing commitments from lenders for its other two PBRT systems now that Mevion has obtained FDA approval on the MEVION S250. However, there can be no assurance that financing will be available for the Company’s current or future projects, or at terms that are acceptable to the Company.

 

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 September 30, 2012March 31, 2013 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 September 30, 2012,March 31, 2013, 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 issuer’s 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 September 30, 2012March 31, 2013 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.

None.
Item 1A.Risk Factors.Factors

There are no changes from those listed in the Company’s Annual Report on Form 10-K for the year ended December 31, 2012.

There are no changes from those listed in the Company’s Annual Report on Form 10-K for the year ended December 31, 2011.
Item 2.Unregistered Sales of Equity Securities and Use of Proceeds.

None.

None.
Item 3.Defaults Upon Senior Securities.

None.

None.
Item 4.[Removed and Reserved.]

Item 5.Other Information.

None.

None.
Item 6.Exhibits.

(a)Exhibits

The following exhibits are filed herewith:

10.65The following exhibits arePurchased Services Agreement for a Gamma Knife Perfexion Unit effective as of January 19, 2012 between GK Financing, LLC and Sacred Heart Health System, Inc. (Confidential material appearing in this document has been omitted and filed herewith: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).

31.1Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

31.2Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

32.1Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

101101.The following materials from the Quarterly Report on Form 10-Q for American Shared Hospital Services for the quarter ended September 30, 2012,March 31, 2013, filed on November 14, 2012,May 15, 2013, formatted in XBRL: Condensed Consolidated Balance Sheets as of September 30, 2012March 31, 2013 (unaudited) and December 31, 2011;2012; Unaudited Condensed Consolidated Statements of Operations for the three and nine months ended September 30, 2012March 31, 2013 and 2011;2012; Unaudited Condensed Consolidated Statements of Comprehensive Income (Loss) for the three and nine months ended September 30, 2012March 31, 2013 and 2011;2012; Condensed Consolidated Statement of Shareholders’ Equity for the periods ended December 31, 2010 and 2011 and nine2012 and three months ended September 30, 2012March 31, 2013 (unaudited); Unaudited Condensed Consolidated Statements of Cash Flows for the nine months ended September 30, 2012March 31, 2013 and 2011;2012; and Notes to the Unaudited Condensed Consolidated Financial Statements, tagged as blocks of textdetail tagged.

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.

 

AMERICAN SHARED HOSPITAL SERVICES

Registrant

 

Date:November 14, 2012May 15, 2013/s/ Ernest A. Bates, M.D.
  Ernest A. Bates, M.D.
  Chairman of the Board and Chief Executive Officer
   
Date:November 14, 2012May 15, 2013/s/ Craig K. Tagawa
  Craig K. Tagawa
  Senior Vice President
  Chief Operating and Financial Officer

 

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