10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 10-Q

(Mark One)

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

For the quarterly period ended June 30, 2021 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 001-08789

American Shared Hospital Services

(Exact name of registrant as specified in its charter)

California	94-2918118
(State or other jurisdiction of incorporation or organization)	(IRS Employer Identification No.)

Two Embarcadero Center,	Suite 410	San Francisco,	California	94111
(Address of principal executive offices)				(Zip code)

(415) 788-5300

(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
American Shared Hospital Services Common Stock, No Par Value	AMS	NYSEAMER

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒   No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒  No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large Accelerated Filer ☐	Accelerated Filer ☐	Non-Accelerated Filer ☒	Smaller reporting company ☒
Emerging Growth Company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by a check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

As of August 10, 2021, there were outstanding 5,868,000 shares of the registrant’s common stock.

PART I – FINANCIAL INFORMATION

Item 1.    Financial Statements

AMERICAN SHARED HOSPITAL SERVICES

CONDENSED CONSOLIDATED BALANCE SHEETS

	(Unaudited)
ASSETS	June 30, 2021			December 31, 2020
Current assets:
Cash and cash equivalents	$	8,319,000		$	3,961,000
Restricted cash		118,000			364,000
Accounts receivable, net of allowance for doubtful accounts of $100,000 at June 30, 2021 and $100,000 at December 31, 2020		3,633,000			4,303,000
Other receivables		572,000			272,000
Prepaid expenses and other current assets		807,000			1,950,000
Total current assets		13,449,000			10,850,000
Property and equipment:
Medical equipment and facilities		72,035,000			75,657,000
Office equipment		388,000			330,000
Construction in progress		128,000			170,000
		72,551,000			76,157,000
Accumulated depreciation and amortization		(43,191,000	)		(45,739,000	)
Net property and equipment		29,360,000			30,418,000
Land		19,000			19,000
Goodwill		1,265,000			1,265,000
Right of use assets		737,000			886,000
Intangible asset		78,000			78,000
Other assets		75,000			137,000
Total assets	$	44,983,000		$	43,653,000
LIABILITIES AND SHAREHOLDERS' EQUITY	June 30, 2021			December 31, 2020
Current liabilities:
Accounts payable	$	584,000		$	683,000
Employee compensation and benefits		415,000			405,000
Other accrued liabilities		2,018,000			2,045,000
Asset retirement obligations		652,000			1,270,000
Income taxes payable		115,000			373,000
Working capital payment due		178,000			197,000
Current portion of lease liabilities		311,000			305,000
Current portion of long-term debt, net		893,000			1,157,000
Current portion of finance leases		-			5,945,000
Total current liabilities		5,166,000			12,380,000
Long-term lease liabilities, less current portion		426,000			581,000
Long-term debt, net, less current portion		15,148,000			3,440,000
Long-term finance leases, less current portion		-			2,974,000
Deferred revenue, less current portion		175,000			210,000
Deferred income taxes		354,000			418,000
Shareholders' equity:
Common stock, no par value (10,000,000 authorized; 5,868,000 and 5,791,000 shares issued and outstanding at June 30, 2021 and at December 31, 2020		10,758,000			10,753,000
Additional paid-in capital		7,227,000			7,024,000
Retained earnings		1,439,000			1,497,000
Total equity-American Shared Hospital Services		19,424,000			19,274,000
Non-controlling interests in subsidiaries		4,290,000			4,376,000
Total shareholders' equity		23,714,000			23,650,000
Total liabilities and shareholders' equity	$	44,983,000		$	43,653,000

See accompanying notes

1

AMERICAN SHARED HOSPITAL SERVICES

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)

	Three Months Ended June 30,						Six Months Ended June 30,
	2021			2020			2021			2020
Revenues	$	4,476,000		$	3,991,000		$	8,840,000		$	8,559,000
Costs of revenue:
Maintenance and supplies		651,000			553,000			1,323,000			1,186,000
Depreciation and amortization		1,244,000			1,637,000			2,442,000			3,284,000
Other direct operating costs		974,000			894,000			2,034,000			1,788,000
		2,869,000			3,084,000			5,799,000			6,258,000
Gross margin		1,607,000			907,000			3,041,000			2,301,000
Selling and administrative expense		1,090,000			1,210,000			2,174,000			2,421,000
Interest expense		165,000			267,000			425,000			549,000
Operating income (loss)		352,000			(570,000	)		442,000			(669,000	)
(Loss) on extinguishment of debt		(401,000	)		-			(401,000	)		-
Interest and other (loss) income		(2,000	)		1,000			1,000			4,000
(Loss) income before income taxes		(51,000	)		(569,000	)		42,000			(665,000	)
Income tax (benefit)		(24,000	)		(130,000	)		(18,000	)		(158,000	)
Net (loss) income		(27,000	)		(439,000	)		60,000			(507,000	)
Less: Net (income) attributable to non-controlling interest		(60,000	)		(44,000	)		(118,000	)		(111,000	)
Net (loss) attributable to American Shared Hospital Services	$	(87,000	)	$	(483,000	)	$	(58,000	)	$	(618,000	)
Net (loss) per share:
(Loss) per common share - basic	$	(0.01	)	$	(0.08	)	$	(0.01	)	$	(0.10	)
(Loss) per common share - diluted	$	(0.01	)	$	(0.08	)	$	(0.01	)	$	(0.10	)

See accompanying notes

2

AMERICAN SHARED HOSPITAL SERVICES

CONDENSED CONSOLIDATED STATEMENT OF SHAREHOLDERS' EQUITY

(Unaudited)

	FOR THE THREE AND SIX-MONTH PERIODS ENDED JUNE 30, 2021 AND 2020
	Common Shares			Common Stock		Additional Paid-in Capital		Retained Earnings			Sub-Total ASHS			Non-controlling Interests in Subsidiaries			Total
Balances at January 1, 2020		5,817,000		$	10,753,000	$	6,725,000	$	8,555,000		$	26,033,000		$	5,778,000		$	31,811,000
Stock-based compensation expense		-			-		56,000		-			56,000			-			56,000
Restricted common shares returned to the plan		(129,000	)		-		-		-			-			-			-
Cash distributions to non-controlling interests		-			-		-		-			-			(326,000	)		(326,000	)
Net (loss) income		-			-		-		(135,000	)		(135,000	)		67,000			(68,000	)
Balances at March 31, 2020		5,688,000			10,753,000		6,781,000		8,420,000			25,954,000			5,519,000			31,473,000
Stock-based compensation expense		3,000			-		53,000		-			53,000			-			53,000
Cash distributions to non-controlling interests		-			-		-		-			-			(114,000	)		(114,000	)
Net (loss) income		-			-		-		(483,000	)		(483,000	)		44,000			(439,000	)
Balances at June 30, 2020		5,691,000		$	10,753,000	$	6,834,000	$	7,937,000		$	25,524,000		$	5,449,000		$	30,973,000
Balances at January 1, 2021		5,791,000		$	10,753,000	$	7,024,000	$	1,497,000		$	19,274,000		$	4,376,000		$	23,650,000
Stock-based compensation expense		10,000			-		107,000		-			107,000			-			107,000
Net income		-			-		-		29,000			29,000			58,000			87,000
Balances at March 31, 2021		5,801,000			10,753,000		7,131,000		1,526,000			19,410,000			4,434,000			23,844,000
Stock-based compensation expense		62,000			-		96,000		-			96,000			-			96,000
Options exercised		5,000			5,000		-		-			5,000			-			5,000
Cash distributions to non-controlling interests		-			-		-		-			-			(204,000	)		(204,000	)
Net (loss) income		-			-		-		(87,000	)		(87,000	)		60,000			(27,000	)
Balances at June 30, 2021		5,868,000		$	10,758,000	$	7,227,000	$	1,439,000		$	19,424,000		$	4,290,000		$	23,714,000

See accompanying notes

3

AMERICAN SHARED HOSPITAL SERVICES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

	Six Months Ended June 30,
	2021			2020
Operating activities:
Net income (loss)	$	60,000		$	(507,000	)
Adjustments to reconcile net income (loss) to net cash from operating activities (excluding assets acquired and liabilities assumed):
Depreciation and amortization		2,509,000			3,347,000
Amortization of debt issuance costs		14,000			-
Loss on extinguishment of debt		401,000			-
Non cash lease expense		149,000			143,000
Deferred income taxes		(64,000	)		(158,000	)
Stock-based compensation expense		203,000			109,000
Interest expense associated with lease liabilities		22,000			39,000
Changes in operating assets and liabilities:
Receivables		335,000			2,288,000
Prepaid expenses and other assets		1,086,000			1,206,000
Asset retirement obligations		(562,000	)		-
Accounts payable, accrued liabilities and deferred revenue		97,000			638,000
Income taxes		(252,000	)		(82,000	)
Lease liabilities		(171,000	)		(182,000	)
Net cash provided by operating activities		3,827,000			6,841,000
Investing activities:
Payment for purchase of property and equipment		(229,000	)		(242,000	)
Payment for acquisition, net of cash acquired		-			(1,568,000	)
Net cash used in investing activities		(229,000	)		(1,810,000	)
Financing activities:
Principal payments on long-term debt		(3,254,000	)		(1,062,000	)
Principal payments on finance leases		(8,919,000	)		(1,981,000	)
Principal payments on short-term financing		(294,000	)		(343,000	)
Distributions to non-controlling interests		(204,000	)		(440,000	)
Proceeds from long-term debt financing, net of property and equipment acquired		13,897,000			-
Proceeds from financing for acquisition		-			1,425,000
Prepayment penalties		(401,000	)		-
Debt issuance costs long-term debt		(316,000	)		-
Proceeds from options exercised		5,000			-
Net cash provided by (used in) financing activities		514,000			(2,401,000	)
Net change in cash, cash equivalents, and restricted cash		4,112,000			2,630,000
Cash, cash equivalents, and restricted cash at beginning of period		4,325,000			1,779,000
Cash, cash equivalents, and restricted cash at end of period	$	8,437,000		$	4,409,000
Supplemental cash flow disclosure:
Cash paid during the period for:
Interest	$	425,000		$	549,000
Income taxes paid	$	557,000		$	71,000
Schedule of non-cash investing and financing activities
Lease reassessment right of use assets and lease liabilities	$	-		$	67,000
Right of use assets and lease liabilities	$	-		$	135,000
Interest capitalized to property and equipment	$	-		$	65,000
Acquisition of equipment with long-term debt financing	$	1,103,000		$	1,184,000
Acquisition of insurance with short-term financing	$	-		$	45,000
First working capital payment related to acquisition, withholding taxes	$	-		$	515,000
Estimated subsequent working capital payment for acquisition	$	-		$	354,000

See accompanying notes

4

AMERICAN SHARED HOSPITAL SERVICES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

Note 1.    Basis of Presentation

In the opinion of management, the accompanying unaudited condensed consolidated financial statements contain all adjustments necessary for the fair presentation of American Shared Hospital Services’ consolidated financial position as of June 30, 2021, the results of its operations for the three and six-month periods ended June 30, 2021 and 2020, and the cash flows for the three and six-month periods ended June 30, 2021 and 2020. The results of operations for the three and six-months ended June 30, 2021 are not necessarily indicative of results on an annualized basis. Consolidated balance sheet amounts as of December 31, 2020 have been derived from audited consolidated financial statements.

These unaudited condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements for the year ended December 31, 2020 included in American Shared Hospital Services’ Annual Report on Form 10-K filed with the Securities and Exchange Commission.

These condensed consolidated financial statements include the accounts of American Shared Hospital Services and its subsidiaries (the “Company”) as follows: the Company wholly-owns the subsidiaries American Shared Radiosurgery Services (“ASRS”), PBRT Orlando, LLC (“Orlando”), and OR21, Inc.; the Company is the majority owner of Long Beach Equipment, LLC (“LBE”); ASRS is the majority-owner of GK Financing, LLC (“GKF”) which wholly-owns the subsidiary Instituto de Gamma Knife del Pacifico S.A.C. (“GKPeru”) and HoldCo GKC S.A. (“HoldCo”). GKF is the majority owner of the subsidiaries Albuquerque GK Equipment, LLC (“AGKE”) and Jacksonville GK Equipment, LLC (“JGKE”). GKF acquired Gamma Knife Center Ecuador S.A. (“GKCE”) through HoldCo in June 2020.

The Company (through ASRS) and Elekta AB, the manufacturer of the Gamma Knife (through its wholly-owned United States subsidiary, GKV Investments, Inc.), entered into an operating agreement and formed GKF. As of June 30, 2021, GKF provides Gamma Knife units to thirteen medical centers in the United States in the states of Arkansas, California, Florida, Illinois, Indiana, Mississippi, Nebraska, New Mexico, New York, Ohio, Oregon, and Texas. GKF also owns and operates single-unit Gamma Knife facilities in Lima, Peru and Guayaquil, Ecuador. The Company through its wholly-owned subsidiary, Orlando, provided proton beam radiation therapy (“PBRT”) and related equipment to a customer in the United States.

The Company formed the subsidiaries GKPeru and acquired GKCE for the purposes of expanding its business internationally; Orlando and LBE to provide PBRT equipment and services in Orlando, Florida and Long Beach, California, respectively; and AGKE and JGKE to provide Gamma Knife equipment and services in Albuquerque, New Mexico and Jacksonville, Florida, respectively. LBE is not expected to generate revenue within the next two years.

On June 12, 2020, GKF purchased approximately 98% of the total outstanding shares of GKCE, from GKCE’s majority shareholders (the “Acquisition”). As of June 30, 2021, the Company had acquired approximately 99.3% of the total outstanding shares of GKCE. The base purchase price for the Acquisition, including acquisition of the minority shares was approximately $2,000,000. This purchase price was paid with $575,000 in cash and a $1,425,000 loan from the United States International Development Finance Corporation (“DFC”). The purchase price was subject to certain post-closing adjustments, including adjustment for GKCE's working capital and excess cash, totaling $883,000. The DFC loan is denominated in U.S. dollars, which is also the currency of Ecuador. See “Note 9. GKCE Acquisition” for further discussion.

The Company continues to develop its design and business model for The Operating Room for the 21st CenturySM through its 50% owned OR21, LLC (“OR21 LLC”). The remaining 50% is owned by an architectural design company. OR21 LLC is not expected to generate significant revenue for at least the next two years.

All significant intercompany accounts and transactions have been eliminated in consolidation.

5

The COVID-19 pandemic, the resulting recession in the United States and its follow-on effects have impacted and will likely continue to impact business activity across industries, including the Company’s. During 2020, due to factors related to the COVID-19 pandemic such as delays in service at medical facilities and restrictions imposed by government agencies, and the Company’s customers in response to the spread of COVID-19, the Company experienced some delays in delivering certain Gamma Knife procedures and PBRT treatments. Similarly, the Company’s ability to conduct commercial efforts with its customers have been and are likely to continue to be disrupted as customers have turned their focus to dealing with the impact of the COVID-19 pandemic on their operations and have restricted access to their sites in efforts to contain the spread of the virus. The global nature of the pandemic has resulted in authorities implementing numerous measures designed to contain the virus, including travel bans and restrictions, border closures, quarantines, shelter-in-place orders, business limitations and shutdowns. The prioritization of COVID-19 treatment and containment has resulted in delays in decisions by the Company’s customers and their patients, obstacles to the Company’s ability to market and deliver its services, declines in treatment volumes and adverse impacts to revenues for both Gamma Knife procedures and PBRT treatments. As a result of the pandemic and related governmental actions, Gamma Knife procedures and PBRT treatments, which currently make up all of the Company’s revenue, may be impacted differently at each of the Company’s various locations and may take longer to recover than other areas of the economy, which may have a material impact on the Company's business. However, during the three-month period ended June 30, 2021, the Company's domestic Gamma Knife procedure volume returned to pre-pandemic levels. The Company’s Gamma Knife operations in Latin America have experienced a decline in procedures due to the COVID-19 pandemic, but during during the three-month period ended June 30, 2021, Gamma Knife procedures in Latin America were strong however still below pre-pandemic levels. The Company's PBRT business continues to be impacted by COVID-19 as treatment volumes continue to decline from pre-pandemic levels. As the COVID-19 pandemic evolves and new strains of the virus develop, additional impacts may arise that we are not aware of currently.

Based on the guidance provided in accordance with ASC 280 Segment Reporting (“ASC 280”), the Company analyzed its subsidiaries which are all in the business of leasing radiosurgery and radiation therapy equipment to healthcare providers, and concluded there are two reportable segments, domestic and foreign. The Company provides Gamma Knife and PBRT equipment to fourteen hospitals in the United States and owns and operates two single-unit facilities in Lima, Peru and Guayaquil, Ecuador as of June 30, 2021. The Company determined two reportable segments existed due to similarities in economics of business operations and geographic location. The operating results of the two reportable segments are reviewed by the Company’s CEO and President, Chief Operating and Financial Officer, who are also deemed the Company’s Chief Operating Decision Makers. As of June 30, 2020, the Company had one reportable segment. Following the Company's acquisition of GKCE in June 2020, the Company concluded it had two reportable segments.

The revenues and profit or loss, allocations for the Company's two reportable segments as of June 30, 2021 consists of the following:

	June 30, 2021
Revenues
Domestic	$	7,415,000
Foreign		1,425,000
Total	$	8,840,000
Profit or (loss)
Domestic	$	(35,000	)
Foreign		(23,000	)
Total	$	(58,000	)

6

Note 2.    Property and Equipment

Property and equipment are stated at cost less accumulated depreciation. Depreciation for Gamma Knife units and other equipment is determined using the straight-line method over the estimated useful lives of the assets, which for medical and office equipment is generally 3 – 10 years, and after accounting for salvage value on the equipment where indicated. As of April 1, 2021, the Company reduced its estimate for salvage value for nine of its Gamma Knife units. The net effect of this change in estimate for the three-month period ended June 30, 2021, was a decrease in net income of approximately $114,000 or $0.02 per diluted share. This change in estimate will also impact future periods. Salvage value is based on the estimated fair value of the equipment at the end of its useful life. 

Depreciation for PBRT equipment is determined using the modified units of production method, which is a function of both time and usage of the equipment. This depreciation method allocates costs considering the projected volume of usage through the useful life of the PBRT unit, which has been estimated at 20 years. The estimated useful life of the PBRT unit is consistent with the estimated economic life of 20 years.

The following table summarizes property and equipment as of June 30, 2021 and December 31, 2020:

	June 30,			December 31,
	2021			2020
Medical equipment and facilities	$	72,035,000		$	75,657,000
Office equipment		388,000			330,000
Construction in progress		128,000			170,000
		72,551,000			76,157,000
Accumulated depreciation		(43,191,000	)		(45,739,000	)
Net property and equipment	$	29,360,000		$	30,418,000

As of June 30, 2021, approximately $2,937,000 of the net property and equipment balance is outside of the United States.

Note 3.    Long-Term Debt Financing

On April 9, 2021 the Company entered into a five year $22,000,000 credit agreement with Fifth Third Bank, N.A. (the “Credit Agreement”). The Credit Agreement includes three loan facilities. The first facility is a $9,500,000 term loan of which $6,774,000 was used to refinance the domestic Gamma Knife debt and finance leases, and associated closing costs, $1,665,000 was used to finance two Gamma Knife reloads and to pay for the unload costs for two customer contracts in the first quarter of 2021, with the remaining $1,061,000 available for future projects. The second loan facility of $5,500,000 was used to refinance the Company's PBRT finance leases and associated closing costs of $5,026,000 as well as to provide additional working capital. The third loan facility provides for a $7,000,000 revolving line of credit available for future projects and general corporate purposes. The facilities have a five-year maturity and carry a floating interest of LIBOR plus 3.0% and are collateralized by a blanket lien on substantially all of the Company's assets. On December 31, 2021, LIBOR will officially be phased out.  The Company will work with Fifth Third Bank to determine an alternative base rate.  The Company recorded a loss on extinguishment of $401,000 for the three-month period ended  June 30, 2021, related to the prepayment penalties charged by the existing lenders.  The Company capitalized debt issuance costs of $310,000 related to legal and transaction fees for the Credit Agreement for the three-month period ended  June 30, 2021. 

The Credit Agreement contains customary covenants and representations, including without limitation, a minimum fixed charge coverage ratio of 1.25 and maximum funded debt to EBITDA ratio of 3.0 to 1.0 (tested on a trailing twelve-month basis at the end of each fiscal quarter), reporting obligations, limitations on dispositions, changes in ownership, mergers and acquisitions, indebtedness, encumbrances, distributions, investments, transactions with affiliates and capital expenditures.

The Company’s loan with DFC for the Acquisition was obtained through the Company’s wholly-owned subsidiary, HoldCo and is guaranteed by GKF. As of June 30, 2021, long-term debt on the Condensed Consolidated Balance Sheets was $16,041,000.

The following are contractual maturities of long-term debt by year as of   June 30, 2021 excluding debt issuance costs of $329,000:  

Year ending December 31,	Principal
2021 (excluding the six-months ended June 30, 2021)	$	485,000
2022		1,344,000
2023		1,719,000
2024		2,094,000
2025		2,469,000
Thereafter		8,259,000
	$	16,370,000

 Note 4.    Finance Leases

The Company's finance lease obligations were refinanced by long-term debt on April 9, 2021.  See further details on the refinancing under Note 3 - Long-Term Debt Financing.

7

Note 5.    Leases

The Company determines if a contract is a lease at inception. Under ASC 842 Leases (“ASC 842”), the Company is a lessor of equipment to various customers. Leases that commenced prior to ASC 842 adoption date were classified as operating leases under historical guidance. As the Company has elected the package of practical expedients allowing it to not reassess lease classification, these leases are classified as operating leases under ASC 842 as well. All of the Company’s lessor arrangements entered into after ASC 842 adoption are also classified as operating leases. Some of these lease terms have an option to extend the lease after the initial term, but do not contain the option to terminate early or purchase the asset at the end of the term.

The Company’s Gamma Knife and PBRT contracts with hospitals are classified as operating leases under ASC 842. The related equipment is included in medical equipment and facilities on the Company’s condensed consolidated balance sheets. As all income from the Company’s lessor arrangements is solely based on procedure volume, all income is considered variable payments not dependent on an index or a rate. As such, the Company does not measure future operating lease receivables.

The Company’s lessee operating leases are accounted for as right-of-use (“ROU”) assets, other current liabilities, and lease liabilities on the condensed consolidated balance sheets. Operating lease ROU assets and liabilities are recognized based on the present value of the future minimum lease payments over the lease term at commencement date. The Company’s operating lease contracts do not provide an implicit rate for calculating the present value of future lease payments. The Company determined its incremental borrowing rate, to be in the range of approximately 4.0% and 6.0%, by using available market rates and expected lease terms. The operating lease ROU assets and liabilities also include any lease payments made and excludes lease incentives and initial direct costs incurred. Lease expense for minimum lease payments is recognized on a straight-line basis over the lease term. The Company’s lessee operating lease agreements are for administrative office space and related equipment, and the agreement to lease clinic space for its stand-alone facility in Lima, Peru. These leases have remaining lease terms between 2 and 3 years, some of which include options to renew or extend the lease. As of June 30, 2021, operating ROU assets and liabilities were $737,000.

The following table summarizes maturities of lessee operating lease liabilities as of June 30, 2021:

Year ending December 31,	Operating Leases
2021 (excluding the six-months ended June 30, 2021)	$	175,000
2022		353,000
2023		248,000
2024		8,000
Total lease payments		784,000
Less imputed interest		(47,000	)
Total	$	737,000

8

Note 6.    Per Share Amounts

Per share information has been computed based on the weighted average number of common shares and dilutive common share equivalents outstanding. Based on the guidance provided in accordance with ASC 260 Earnings Per Share (“ASC 260”), potentially dilutive common stock equivalents, such as diluted stock options, are not considered when their inclusion in reporting earnings per share would be dilutive to reported losses incurred per share. Because the Company reported a loss for the three and six-month periods ended June 30, 2021, the potentially dilutive effects of approximately 48,000 and 42,000, of the Company’s stock options and 21,000 and 21,000, respectively, of the Company's unvested restricted stock awards were not considered for the reporting periods. 

The following table sets forth the computation of basic and diluted earnings per share for the three and six-month periods ended June 30, 2021 and 2020:

	Three Months Ended June 30,						Six Months Ended June 30,
	2021			2020			2021			2020
Net (loss) attributable to American Shared Hospital Services	$	(87,000	)	$	(483,000	)	$	(58,000	)	$	(618,000	)
Weighted average common shares for basic earnings per share		5,802,000			6,008,000			5,801,000			6,066,000
Diluted effect of stock options and restricted stock awards		-			69,000			-			69,000
Weighted average common shares for diluted earnings per share		5,802,000			6,077,000			5,801,000			6,135,000
Basic (loss) per share	$	(0.01	)	$	(0.08	)	$	(0.01	)	$	(0.10	)
Diluted (loss) per share	$	(0.01	)	$	(0.08	)	$	(0.01	)	$	(0.10	)

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Note 7.    Stock-based Compensation

In June 2021, the Company’s shareholders approved an amendment and restatement of the Company’s Incentive Compensation Plan (the “Plan”), that among other things, increases the number of shares of the Company’s common stock reserved for issuance under the Plan to 2,580,000. The Plan provides that the shares reserved under the Plan are available for issuance to officers of the Company, other key employees, non-employee directors, and advisors. No further grants or share issuances will be made under the previous plans. Also in June 2021, the Company’s shareholders approved an amendment and restatement of the Plan in order to extend the term of the Plan by five years to February 22, 2027.

Stock-based compensation expense associated with the Company’s stock options to employees is calculated using the Black-Scholes valuation model. The Company’s stock 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 expensed over the period during which an employee is required to provide service in exchange for the award (requisite service period), usually the vesting period. Accordingly, stock-based compensation cost before income tax effect for the Company’s options and restricted stock awards in the amount of $96,000 and $203,000 is reflected in net (loss) for the three and six-month periods ended June 30, 2021, compared to $53,000 and $109,000 in the same periods of the prior year, respectively. At June 30, 2021, there was approximately $6,000 of unrecognized compensation cost related to non-vested share-based compensation arrangements granted under the Plan. This cost is expected to be recognized over a period of approximately three years.  

On January 4, 2017, the Company entered into a Performance Share Award Agreement with three executive officers of the Company (the “Award Agreements”) for 161,766 restricted stock awards which vest upon the achievement of certain performance metrics. The Award Agreements expired on March 31, 2020. Based on the guidance in ASC 718 Stock Compensation (“ASC 718”), the Company concluded these were performance-based awards with vesting criteria tied to performance metrics. As of December 31, 2019, the Company achieved one of those certain performance metrics under the Award Agreements and recognized stock compensation expense of approximately $108,000 related to these awards. The unrecognized stock-based compensation expense for these awards was approximately $434,000 and the unvested awards of approximately 129,000 shares were returned to the Plan as of March 31, 2020.

The following table summarizes stock option activity for the six-month periods ended June 30, 2021 and 2020:

	Stock Options			Grant Date Weighted- Average Exercise Price		Weighted- Average Remaining Contractual Life (in Years)		Intrinsic Value
Outstanding at January 1, 2021		417,000		$	2.79		1.61	$	2,000
Granted		6,000		$	2.92		7.00	$	-
Exercised		(22,000	)	$	2.65		-	$	-
Forfeited		(7,000	)	$	2.51		-	$	-
Outstanding at June 30, 2021		394,000		$	2.80		1.16	$	15,000
Exercisable at June 30, 2021		383,000		$	2.80		1.02	$	-
Outstanding at January 1, 2020		450,000		$	2.78		2.44	$	27,000
Granted		10,000		$	1.88		7.00	$	-
Forfeited		(40,000	)	$	2.58		-	$	-
Outstanding at June 30, 2020		420,000		$	2.78		2.12	$	-
Exercisable at June 30, 2020		397,000		$	2.81		1.93	$	-

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Note 8.    Income Taxes

The Company generally calculates its effective income tax rate at the end of an interim period using an estimate of the annualized effective income tax rate expected to be applicable for the full fiscal year. However, when a reliable estimate of the annualized effective income tax rate cannot be made, the Company computes its provision for income taxes using the actual effective income tax rate for the results of operations reported within the year-to-date periods. The Company’s effective income tax rate is highly influenced by relative income or losses reported and the amount of the nondeductible stock-based compensation associated with grants of its common stock options and from the results of foreign operations. A small change in estimated annual pretax income (loss) can produce a significant variance in the annualized effective income tax rate given the expected amount of these items. As a result, the Company has computed its provision for income taxes for the three and six-month periods ended June 30, 2021 and 2020 by applying the actual effective tax rates to income or (loss) reported within the condensed consolidated financial statements through those periods.

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Note 9. GKCE Acquisition

On June 18, 2019, the Company entered into a Stock Purchase Agreement (the “Agreement”) to acquire Gamma Knife Center Ecuador S.A. (“GKCE”) from GKCE’s selling majority shareholders. GKCE is a well-established Gamma Knife operation founded in 2009 as a private clinic to introduce advanced stereotactic radiosurgery into Ecuador and continues to operate the only Gamma Knife unit in the country. The Company acquired GKCE for the continued expansion of its business internationally.

The Acquisition has been accounted for according to ASC 805 Business Combinations (“ASC 805”) using the acquisition method of accounting. Under the acquisition method of accounting, all assets acquired, including goodwill and other intangible assets, should be stated at fair value at the time of acquisition. The measurement period for the acquisition of GKCE ended June 12, 2021.  As of June 30, 2021, the allocation of purchase price consideration and the Company's analysis of fair value of certain tangible, intangible assets, and residual goodwill was complete. As of June 30, 2021, accounting for the Closing Date accounts receivable balances, allowance on the uncollected accounts receivable balances, and related liabilities, was complete.  

The following table summarizes the fair value of assets acquired and liabilities assumed at the date of acquisition:

	June 12, 2020
Cash and cash equivalents	$	432,000
Accounts receivable		854,000
Prepaid expense and other		22,000
Building		385,000
Land		19,000
Medical equipment		319,000
Purchased intangible assets		78,000
Goodwill		1,265,000
Total assets acquired	$	3,374,000
Accounts payable	$	(193,000	)
Income taxes payable		(141,000	)
Deferred income taxes		(66,000	)
Employee compensation and benefits		(91,000	)
Total liabilities assumed		(491,000	)
Consideration allocated to assets acquired and liabilities assumed	$	2,883,000
First working capital payment	$	(515,000	)
Estimated subsequent working capital payment		(368,000	)
Base purchase consideration	$	2,000,000

The Company has allocated the purchase price of GKCE to the tangible assets, liabilities, and intangible asset acquired, based on their estimated fair values. Goodwill represents the excess of the purchase price consideration over the fair value of the identifiable tangible and intangible assets assumed. The Company believes the amount of goodwill resulting from the acquisition is primarily attributable to expected synergies from an assembled and trained workforce and enhanced opportunities for growth and innovation. The goodwill resulting from the acquisition is not tax deductible.

The following table summarizes the fair value of the tangible assets acquired at the date of acquisition:

	Fair Value		Useful Life (in Years)
Building	$	385,000	20
Land		19,000
Medical equipment		302,000	2
Other fixed assets		17,000	2
Total tangible assets	$	723,000

The Company also acquired intangible assets with a fair value of $78,000. The intangible asset identified was GKCE's trade name and the Company assigned an indefinite useful life 

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Item 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 (including statements regarding the expected continued treatment growth of the Company's MEVION S250 system, the expansion of the Company’s PBRT business, the timing and expansion of treatments by new Gamma Knife systems, the Company's expansion into new markets and the Company's acquisitions and potential market segments for its services, which involve risks and uncertainties including, but not limited to, the risks of economic and market conditions, the risks of variability of financial results between quarters, the risks of the Gamma Knife and radiation therapy businesses, the risks of developing The Operating Room for the 21st Century program, the risks of changes to CMS reimbursement rates or reimbursement methodology, the risks of the timing, financing, and operations of the Company’s PBRT business, the risks of the COVID-19 pandemic and its effect on the Company’s business operations and financial condition, the risk of expanding within or into new markets, and the risk that the integration or continued operation of acquired businesses could adversely affect financial results and the risk that current and future acquisitions may negatively affect the Company's financial position. 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, 2020 and the definitive Proxy Statement for the Annual Meeting of Shareholders held on June 25, 2021.

The Company recognizes revenues under ASC 842 and ASC 606 Revenue from Contracts with Customers (“ASC 606”). The Company had thirteen Gamma Knife units and one PBRT system, and seventeen Gamma Knife units and one PBRT system in operation in the United States as of June 30, 2021 and 2020, respectively. Three of the Company’s customer contracts are through subsidiaries where GKF or its subsidiary is the majority owner and managing partner. Six of the Company’s thirteen current Gamma Knife customers are under fee-per-use contracts, and seven customers are under retail arrangements. The Company, through GKF, also owns and operates two single-unit, international Gamma Knife facilities in Lima, Peru and Guayaquil, Ecuador. These two units economically function similarly to the Company’s turn-key retail arrangements. The Company’s PBRT system at Orlando Health – UF Health Cancer Center (“Orlando Health”) is also considered a retail arrangement. 

Rental income from medical services – The Company recognizes revenues under ASC 842 when services have been rendered and collectability is reasonably assured, on either a fee per use or revenue sharing basis. The terms of the contracts do not contain any guaranteed minimum payments. The Company’s contracts are typically for a ten-year term and are classified as either fee per use or retail. Retail arrangements are further classified as either turn-key or revenue sharing. Revenues from fee per use contracts is determined by each hospital’s contracted rate. Revenues are recognized at the time the procedures are performed, based on each hospital’s contracted rate and the number of procedures performed. Under revenue sharing arrangements, the Company receives a contracted percentage of the reimbursement received by the hospital. The amount the Company expects to receive is recorded as revenue and estimated based on historical experience. Revenue estimates are reviewed periodically and adjusted as necessary. Under turn-key arrangements, the Company receives payment from the hospital at an agreed upon percentage share of the hospital’s reimbursement from third party payors, and the Company is responsible for paying all the operating costs of the equipment. Operating costs are determined primarily based on historical treatment protocols and cost schedules with the hospital. The Company records an estimate of operating costs which are reviewed on a regular basis and adjusted as necessary to more accurately reflect the actual operating costs. For turn-key sites, the Company also shares a percentage of net operating profit. The Company records an estimate of net operating profit based on estimated revenues, less estimated operating costs. The operating costs and estimated net operating profit are recorded as other direct operating costs in the condensed consolidated statement of operations. For the three and six-month periods ended June 30, 2021 the Company recognized revenues of approximately $3,716,000 and $7,415,000 compared to $3,765,000 and $8,104,000 for the same periods in the prior year, respectively, under ASC 842.

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Patient income – The Company has stand-alone facilities in Lima, Peru and Guayaquil, Ecuador, where a contract exists between the Company’s facilities and the individual patient treated at the facility. Under ASC 606, the Company acts as the principal in this transaction and provides, at a point in time, a single performance obligation, in the form of a Gamma Knife treatment. Revenue related to a Gamma Knife treatment is recognized on a gross basis at the time when the patient receives treatment. There is no variable consideration present in the Company’s performance obligation and the transaction price is agreed upon per the stated contractual rate. GKPeru’s payment terms are typically prepaid for self-pay patients and insurance provider payments are paid net 30 days. GKCE’s patient population is primarily covered by a government payor and payments are paid approximately 30 to 60 days upon invoice. The Company did not capitalize any incremental costs related to the fulfillment of its customer contracts. Accounts receivable earned by GKPeru and GKCE were not significant for thethree and six-month periods ended June 30, 2021 and 2020.  For the three and six-month periods ended June 30, 2021 the Company recognized revenues of approximately $760,000 and $1,425,000 compared to $226,000 and $456,000 for the same periods in the prior year, respectively, under ASC 606.

The Centers for Medicare and Medicaid (“CMS”) have established a 2021 total reimbursement rate of approximately $9,600 ($9,600 in 2020) for a Medicare Gamma Knife treatment. The approximate CMS reimbursement rates for delivery of PBRT for a simple treatment without compensation for 2021 is $543 ($539 in 2020) and $1,298 ($1,246 in 2020) for simple with compensation, intermediate and complex treatments, respectively.

On September 18, 2020, CMS issued the final rule that would implement a new mandatory payment model for radiation oncology services: the RO APM. The RO APM is scheduled to commence January 1, 2022 and will be in effect for a five (5) year period. The RO APM significantly alters CMS' payment methodology from a fee for service paradigm to a set reimbursement by cancer type methodology for radiation services provided within a 90 day episode of care. Under the RO APM, hospital based and free-standing radiation therapy providers are mandatorily required to participate in the model based on whether the radiation therapy provider is located within a randomly selected Core Based Statistical Area (“CBSA”). CMS projects that providers treating approximately 30% of radiation oncology patients have been selected to participate in the RO APM. The remaining providers not included in the RO APM will continue to receive reimbursement based on a fee-for-service methodology. The RO APM includes but is not limited to PBRT and Gamma Knife services. Four (4) of the Company's Gamma Knife centers are scheduled to be included in the RO APM. It is not anticipated that inclusion in the RO APM will have a significant impact on the Company's Gamma Knife revenues. The Company's PBRT center was not selected for inclusion in the RO APM. For centers not included in the RO APM proposed model, Medicare reimbursement in 2021 for the most commonly used PBRT delivery codes increases by approximately 4.1% and decreases by approximately 1.7% for Gamma Knife.

The COVID-19 pandemic, the resulting recession in the United States and its follow-on effects have impacted and will likely continue to impact business activity across industries, including the Company’s. During 2020, due to factors related to the COVID-19 pandemic such as delays in service at medical facilities and restrictions imposed by government agencies, and the Company’s customers in response to the spread of COVID-19, the Company experienced some delays in delivering certain Gamma Knife procedures and PBRT treatments. Similarly, the Company’s ability to conduct commercial efforts with its customers have been and are likely to continue to be disrupted as customers have turned their focus to dealing with the impact of the COVID-19 pandemic on their operations and have restricted access to their sites in efforts to contain the spread of the virus. The global nature of the pandemic has resulted in authorities implementing numerous measures designed to contain the virus, including travel bans and restrictions, border closures, quarantines, shelter-in-place orders, business limitations and shutdowns. The prioritization of COVID-19 treatment and containment has resulted in delays in decisions by the Company’s customers and their patients, obstacles to the Company’s ability to market and deliver its services, declines in treatment volumes and adverse impacts to revenues for both Gamma Knife procedures and PBRT treatments. As a result of the pandemic and related governmental actions, Gamma Knife procedures and PBRT treatments, which currently make up all of the Company’s revenue, may be impacted differently at each of the Company’s various locations and may take longer to recover than other areas of the economy, which may have a material impact on the Company's business. However, during the three-month period ended June 30, 2021, the Company's domestic Gamma Knife procedure volume returned to pre-pandemic levels. The Company’s Gamma Knife operations in Latin America have experienced a decline in procedures due to the COVID-19 pandemic, but during during the three-month period ended June 30, 2021, Gamma Knife procedures in Latin America were strong however still below pre-pandemic levels. The Company's PBRT business continues to be impacted by COVID-19 as treatment volumes continue to decline from pre-pandemic levels. As the COVID-19 pandemic evolves and new strains of the virus develop, additional impacts may arise that we are not aware of currently.

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The impact of the COVID-19 pandemic for the three and six-month periods ended June 30, 2021 and 2020 has varied by location based on the stage of containment and actions by government agencies. The impact on treatments and costs in the three and six-month periods ended June 30, 2021 and 2020 did not appear material for the Gamma Knife. The COVID-19 pandemic appears to have had a greater impact on PBRT fractions for the three and six-month periods ended June 30, 2021 and 2020.

Revenues increased by $485,000 and $281,000 to$4,476,000 and $8,840,000, for the three and six-month periods ended June 30, 2021 compared to $3,991,000 and $8,559,000 for the same periods in the prior year, respectively.

Revenues generated from the Company’s PBRT system increased by $148,000 and $3,000 to $1,549,000 and $3,080,000 for the three and six-month periods ended June 30, 2021 compared to $1,401,000 and $3,077,000 for the same periods in the prior year, respectively. The increase in PBRT revenues for the three and six-month periods ended June 30, 2021 was due to a higher average reimbursement for the periods.

The number of PBRT fractions decreased by 242 and 687 to 1,109 and 2,340 for the three and six-month periods ended June 30, 2021 compared to 1,351 and 3,027 for the same periods in the prior year, respectively. The decrease in PBRT volume for the three and six-month periods ended June 30, 2021 was primarily due to the continued impact from the COVID-19 pandemic. The Company's PBRT system also experienced some down-time for maintenance during the six-month period ended June 30, 2021.

Gamma Knife revenues increased $337,000 and $337,000 to $2,927,000 and $5,819,000 for the three and six-month periods ended June 30, 2021 compared to $2,590,000 and $5,482,000 for the same periods in the prior year, respectively. For the three and six-month periods ended June 30, 2021, the increase in Gamma Knife revenue was due to an increase in procedures and average reimbursement. The increase in average reimbursement was partially driven by the Company’s contract that expired in the fourth quarter of 2020, which was reimbursed at a lower rate, and an increase in the average rate at the Company’s retail sites.

The number of Gamma Knife procedures increased by 26 and 5 to 376 and 731 for the three and six-month periods ended June 30, 2021 compared to 350 and 726 for the same periods in the prior year, respectively. The increase in Gamma Knife procedures for the three and six-month periods ended June 30, 2021 was primarily due to the acquisition of GKCE in June 2020 offset by the expiration of one contract in the fourth quarter of 2020 and another contract in the first quarter of 2021. 

The Company’s contract for IGRT equipment and related equipment services expired in April 2020. As of March 31, 2021, the Company reviewed its estimate of related revenues and accounts receivable and determined the amount should be $0 and wrote off the balance of $59,000.

Total costs of revenue decreased by $215,000 and $459,000 to $2,869,000 and $5,799,000 for the three and six-month periods ended June 30, 2021 compared to $3,084,000 and $6,258,000 for the same periods in the prior year, respectively.

Maintenance and supplies increased by $98,000 and $137,000 to $651,000 and $1,323,000 for the three and six-month periods ended June 30, 2021 compared to $553,000 and $1,186,000 for the same periods in the prior year, respectively. The increase in maintenance and supplies for the three and six-month periods ended June 30, 2021 was primarily due to a maintenance contract for one of the Company's Gamma Knife Icon upgrades which commenced in the fourth quarter of 2020.

Depreciation and amortization decreased by $393,000 and $842,000 to $1,244,000 and $2,442,000 for the three and six-month periods ended June 30, 2021 compared to $1,637,000 and $3,284,000 for the same periods in the prior year, respectively. The decrease in depreciation and amortization for the three and six-month periods ended June 30, 2021 was primarily due to the expiration of one contract in the fourth quarter of 2020 and another contract in the first quarter of 2021. In addition, the Company determined some of its Gamma Knife equipment was impaired as of December, 31, 2020 and the related equipment values were written off for the year-ended.  Therefore, there was no depreciation expense incurred on this equipment for the three and six-month periods ended June 30, 2021. As of April 1, 2021, the Company reduced its estimate for salvage value for nine of its Gamma Knife units. The net effect of this change in estimate for the three-month period ended June 30, 2021, was a decrease in net income of approximately $114,000 or $0.02 per diluted share. Salvage value is based on the estimated fair value of the equipment at the end of its useful life.  This change in estimate will also impact future periods.

Other direct operating costs increased by $80,000 and $246,000 to $974,000 and $2,034,000 for the three and six-month periods ended June 30, 2021 compared to $894,000 and $1,788,000 for the same periods in the prior year, respectively. The increase in other direct operating costs for the three and six-month periods ended June 30, 2021 was driven by the operating costs of GKCE which was acquired in June 2020.

Selling and administrative costs decreased by $120,000 and $247,000 to $1,090,000 and $2,174,000 for the three and six-month periods ended June 30, 2021 compared to $1,210,000 and $2,421,000 for the same periods in the prior year, respectively. The decrease for the three and six-month periods ended June 30, 2021, was due to legal fees and accounting, and, tax, legal and other consulting fees related the Company’s acquisition of GKCE incurred in the prior period.

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Interest expense decreased by $102,000 and $124,000 to $165,000 and $425,000 for the three and six-month periods ended June 30, 2021 compared to $267,000 and $549,000 for the same periods in the prior year, respectively.   On April 9, 2021, the Company refinanced the majority of its existing debt and finance lease portfolio at a lower effective interest rate compared to the Company's historic portfolio rate, reducing interest expense.

Interest and other income was a loss of $2,000 and income of $1,000 for the three and six-month periods ended June 30, 2021 compared to income of $1,000 and $4,000 for the same periods in the prior year, respectively. Interest and other income is comprised of interest expense and interest earned.

The Company recorded a loss on the extinguishment of debt of $401,000 for the three and six-month periods ended June 30, 2021  On April 9, 2021, the Company refinanced the majority of its existing debt and finance lease portfolio with a new lender.  The prepayment penalties charged by the existing lenders of $401,000 was recorded as a loss on extinguishment during the three-month period ended June 30, 2021.

Income tax benefit decreased by $106,000 and $140,000 to a benefit of $24,000 and $18,000 for the three and six-month periods ended June 30, 2021 compared to an income tax benefit of $130,000 and $158,000 for the same periods in the prior year, respectively. The decrease in income tax benefit for the three-month period ended June 30, 2021 was due to higher taxable income attributable to GKF and the acquisition of GKCE.

Net income attributable to non-controlling interest increased by $16,000 and $7,000 to $60,000 and $118,000 for the three and six-month periods ended June 30, 2021 compared to $44,000 and $111,000 for the same periods in the prior year, respectively. Net income attributable to non-controlling interests represents net income earned by the 19% non-controlling interest in GKF, and net income of the non-controlling interests in various subsidiaries controlled by GKF. The decrease or increase in net income attributable to non-controlling interests reflects the relative profitability of GKF.

Net loss decreased by $396,000 and $560,000 to a net loss of $87,000, or $0.01 per diluted share and a net loss of $58,000 or $0.01 per diluted share for the three and six-month periods ended June 30, 2021 compared to a net loss of $483,000, or $0.08 per diluted share and a net loss of $618,000 or $0.10 per diluted share for the same periods in the prior year, respectively.  Net income for three and six-month periods ended June 30, 2021, excluding the loss on extinguishment of debt, net of the impact from minority interest and taxes, was $157,000 or $0.03 per diluted share and $186,000 or $0.03 per diluted share.  Net income increased for the three and six-month periods ended June 30, 2021 due to an increase in revenues and a decrease in depreciation expense, selling and administrative costs and interest expense.

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Liquidity and Capital Resources

The Company had cash, cash equivalents and restricted cash of $8,437,000 at June 30, 2021 compared to $4,325,000 at December 31, 2020. The Company’s cash position increased by $4,112,000 primarily due to cash from operating activities of $3,827,000, proceeds from long-term debt financing of $13,897,000 and proceeds from options exercised of $5,000. This increase was offset by payment for the purchase of property and equipment of $229,000, payments on long-term debt and finance leases of $12,173,000, payments on short-term financing of $294,000, distributions to non-controlling interests of $204,000, prepayment penalties of $401,000 and debt issuance costs of $316,000.

The Company has scheduled interest and principal payments under its debt obligations of approximately $1,479,000 during the next 12 months. The Company believes that its cash on hand, cash flow from operations, and other cash resources are adequate to meet its scheduled debt obligations and working capital requirements during the next 12 months. See additional discussion below related to commitments.

The Company as of June 30, 2021 had shareholders’ equity of $23,714,000, working capital of $8,283,000 and total assets of $44,983,000.

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Commitments

On December 20, 2018, the Company signed Second Amendments to two System Build Agreements for the Company’s second and third Mevion PBRT units. The Company and Mevion have agreed to upgrade the second and third PBRT units for which the Company has purchase commitments. The Company is actively seeking sites for these units but, to date, has not entered into agreements with any party for either placement of a PBRT unit or the related financing. The Company projects that it will be required to commence delivery of the second and third PBRT units no later than 2023. In the event the Company is unable to enter into customer agreements within the requisite time frame or receive an extension from Mevion, the Company could forfeit its deposits. As of June 30, 2021, the Company had commitments, after deposits, to purchase two MEVION S250i PBRT systems for $34,000,000.

As of June 30, 2021, the Company had commitments to perform one Cobalt-60 reload and install four Leksell Gamma Knife Icon Systems (“Icon”) at existing customer sites, and purchase two Linear Accelerator (“LINAC”) systems, one to be placed at an existing customer site and one at a new customer site. The Company also has a commitment to upgrade the Gamma Knife unit at its stand-alone facility in Ecuador to a Perfexion. The Cobalt-60 reload, Icon upgrades, and LINAC purchases are scheduled to occur between 2022 and 2023. The Company expects to upgrade the equipment in Ecuador between the fourth quarter of 2021 and the first quarter of 2022. The Company has a commitment from DFC to finance this upgrade. Total Gamma Knife and LINAC commitments as of June 30, 2021 were $10,860,000. It is the Company’s intent to finance these commitments. There are no significant cash requirements, pending financing, for these commitments in the next 12 months. 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.  However, the Company currently has cash on hand of $8,437,000 and a line of credit of $7,000,000 to fund these projects.

On July 21, 2017, the Company entered into a Maintenance and Support Agreement (the “Mevion Service Agreement”) with Mevion, which provides for maintenance and support of the Company’s PBRT unit at Orlando Health. The Mevion Service Agreement began September 5, 2017, was amended in 2018, and renews annually over a five year period. The agreement requires an annual prepayment of $1,572,000 for the current contractual period. This payment portion was recorded as a prepaid contract and will be amortized over the one-year service period.  A payment of $1,649,000 is due September 2021 for the fifth and final contractual service period. 

As of June 30, 2021, the Company had commitments to service and maintain its Gamma Knife and PBRT equipment. The service commitments are carried out via contracts with Mevion, Elekta and Mobius Imaging, LLC. In addition, in April 2019, the Company signed agreements to service the Icon upgrades which will be installed at various dates between 2021 and 2022. The Company’s commitments to purchase two LINAC systems also include a 9-year and 5-year agreement to service the equipment, respectively. Total service commitments as of June 30, 2021 were $10,195,000. The Gamma Knife and certain other service contracts are paid monthly, as service is performed. The Company believes that cash flow from cash on hand and operations will be sufficient to cover these payments.

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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, trusts 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 June 30, 2021, the Company had no significant long-term, market-sensitive investments.

19

Item 4.    Controls and Procedures

Under the supervision and with the participation of our management, including our chief executive officer and our president and chief operating and 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 June 30, 2021, our disclosure controls and procedures were 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 and six-months ended June 30, 2021 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

20

PART II - OTHER INFORMATION

Item 1.    Legal Proceedings.

None.

Item 1A.    Risk Factors

There were no material changes during the period covered in this report to the risk factors previously disclosed in Part 1, Item 1A, of the Company’s Annual Report on Form 10-K for the year ended December 31, 2020.

Item 2.    Unregistered Sales of Equity Securities and Use of Proceeds.

None.

Item 3.    Defaults Upon Senior Securities.

None.

Item 4.    Mine Safety Disclosures

Not applicable.

Item 5.    Other Information.

None.

21

Item 6.    Exhibit Index

			Incorporated by reference herein
Exhibit Number		Description	Form	Exhibit	Date
10.1		American Shared Hospital Services Incentive Compensation Plan as Amended and Restated Effective June 25, 2021	8-K	10.1	7/1/2021
31.1	*	Certification of Chief Executive Officer pursuant to Rule 13a-14a/15d-14a, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2	*	Certification of Chief Financial Officer pursuant to Rule 13a-14a/15d-14a, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1	ǂ	Certifications of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101.INS	*	Inline XBRL Instance Document
101.SCH	*	Inline XBRL Taxonomy Extension Schema Document
101.CAL	*	Inline XBRL Taxonomy Calculation Linkbase Document
101.DEF	*	Inline XBRL Taxonomy Definition Linkbase Document
101.LAB	*	Inline XBRL Taxonomy Label Linkbase Document
101.PRE	*	Inline XBRL Taxonomy Extension Presentation Linkbase Document
104	*	Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline Instance XBRL contained in Exhibit 101
	*	Filed herewith.
	ǂ	Furnished herewith.
	#	Portions of this exhibit (indicated therein by asterisks) have been omitted for confidential treatment.

22

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:	August 12, 2021	/s/ Raymond C. Stachowiak
		Raymond C. Stachowiak
		Chief Executive Officer
Date:	August 12, 2021	/s/ Craig K. Tagawa
		Craig K. Tagawa
		President, Chief Operating and Financial Officer

23

EX-31.1

Exhibit 31.1

CERTIFICATION

I, Raymond C. Stachowiak, as chief executive officer of American Shared Hospital Services, certify that:

1. I have reviewed this quarterly report on Form 10-Q of American Shared Hospital Services;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant's other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a) designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b) designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c) evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d) disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant's other certifying officers and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):

a) all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

August 12, 2021

     

/s/ Raymond C. Stachowiak

 

Raymond C. Stachowiak

     

Chief Executive Officer

 

EX-31.2

Exhibit 31.2

CERTIFICATION

I, Craig K. Tagawa., as president, chief operating and financial officer of American Shared Hospital Services, certify that:

1. I have reviewed this quarterly report on Form 10-Q of American Shared Hospital Services;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant's other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a) designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b) designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c) evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d) disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant's other certifying officers and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):

a) all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

August 12, 2021

/s/ Craig K. Tagawa

Craig K. Tagawa

President, Chief Operating and Financial Officer

EX-32.1

Exhibit 32.1

CERTIFICATION PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

The certification set forth below is being submitted in connection with the Quarterly Report on Form 10-Q of American Shared Hospital Services for the quarterly period ended June 30, 2021 (the “Report”) for the purpose of complying with Rule 13a-14(b) or Rule 15d-14(b) of the Securities Exchange Act of 1934 (the “Exchange Act”) and Section 1350 of Chapter 63 of Title 18 of the United States Code.

Ray Stachowiak, the Chief Executive Officer and Craig K. Tagawa, the President, Chief Operating a Financial Officer of American Shared Hospital Services, each certifies that, to the best of his knowledge:

1. the Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

2. the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of American Shared Hospital Services.

August 12, 2021

/s/ Raymond C. Stachowiak

Raymond C. Stachowiak

Chief Executive Officer

/s/ Craig K. Tagawa

Craig K. Tagawa

President, Chief Operating and Financial Officer

XML

Document And Entity Information - shares	6 Months Ended
	Jun. 30, 2021	Aug. 10, 2021
Document Information [Line Items]
Entity Central Index Key	0000744825
Entity Registrant Name	AMERICAN SHARED HOSPITAL SERVICES
Amendment Flag	false
Current Fiscal Year End Date	--12-31
Document Fiscal Period Focus	Q2
Document Fiscal Year Focus	2021
Document Type	10-Q
Document Quarterly Report	true
Document Period End Date	Jun. 30, 2021
Document Transition Report	false
Entity File Number	001-08789
Entity Incorporation, State or Country Code	CA
Entity Tax Identification Number	94-2918118
Entity Address, Address Line One	Two Embarcadero Center
Entity Address, City or Town	San Francisco
Entity Address, State or Province	CA
Entity Address, Postal Zip Code	94111
City Area Code	415
Local Phone Number	788-5300
Title of 12(b) Security	American Shared Hospital Services Common Stock, No Par Value
Trading Symbol	AMS
Security Exchange Name	NYSEAMER
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	false
Entity Shell Company	false
Entity Common Stock, Shares Outstanding		5,868,000

XML

Condensed Consolidated Balance Sheets (Current Period Unaudited) - USD ($)	Jun. 30, 2021	Dec. 31, 2020
Current assets:
Cash and cash equivalents	$ 8,319,000	$ 3,961,000
Restricted cash	118,000	364,000
Accounts receivable, net of allowance for doubtful accounts of $100,000 at June 30, 2021 and $100,000 at December 31, 2020	3,633,000	4,303,000
Other receivables	572,000	272,000
Prepaid expenses and other current assets	807,000	1,950,000
Total current assets	13,449,000	10,850,000
Property and equipment:
Medical equipment and facilities	72,035,000	75,657,000
Office equipment	388,000	330,000
Construction in progress	128,000	170,000
Property, Plant and Equipment, Gross, Excluding Land	72,551,000	76,157,000
Accumulated depreciation and amortization	(43,191,000)	(45,739,000)
Net property and equipment	29,360,000	30,418,000
Land	19,000	19,000
Goodwill	1,265,000	1,265,000
Right of use assets	737,000	886,000
Intangible asset	78,000	78,000
Other assets	75,000	137,000
Total assets	44,983,000	43,653,000
Current liabilities:
Accounts payable	584,000	683,000
Employee compensation and benefits	415,000	405,000
Other accrued liabilities	2,018,000	2,045,000
Asset retirement obligations	652,000	1,270,000
Income taxes payable	115,000	373,000
Working capital payment due	178,000	197,000
Current portion of lease liabilities	311,000	305,000
Current portion of long-term debt, net	893,000	1,157,000
Current portion of finance leases	0	5,945,000
Total current liabilities	5,166,000	12,380,000
Long-term lease liabilities, less current portion	426,000	581,000
Long-term debt, net, less current portion	15,148,000	3,440,000
Long-term finance leases, less current portion	0	2,974,000
Deferred revenue, less current portion	175,000	210,000
Deferred income taxes	354,000	418,000
Shareholders' equity:
Common stock, no par value (10,000,000 authorized; 5,868,000 and 5,791,000 shares issued and outstanding at June 30, 2021 and at December 31, 2020	10,758,000	10,753,000
Additional paid-in capital	7,227,000	7,024,000
Retained earnings	1,439,000	1,497,000
Total equity-American Shared Hospital Services	19,424,000	19,274,000
Non-controlling interests in subsidiaries	4,290,000	4,376,000
Total shareholders' equity	23,714,000	23,650,000
Total liabilities and shareholders' equity	$ 44,983,000	$ 43,653,000

XML

Condensed Consolidated Balance Sheets (Current Period Unaudited) (Parentheticals) - USD ($) $ / shares in Thousands	Jun. 30, 2021	Dec. 31, 2020
Allowance for doubtful accounts	$ 100,000	$ 100,000
Common Stock, No Par Value	$ 0	$ 0
Common stock, shares authorized (in shares)	10,000,000	10,000,000
Common stock, shares issued (in shares)	5,868,000	5,791,000
Common stock, shares outstanding (in shares)	5,868,000	5,791,000

XML

Condensed Consolidated Statements of Operations (Unaudited) - USD ($)	3 Months Ended		6 Months Ended
	Jun. 30, 2021	Jun. 30, 2020	Jun. 30, 2021	Jun. 30, 2020
Revenues	$ 4,476,000	$ 3,991,000	$ 8,840,000	$ 8,559,000
Costs of revenue:
Maintenance and supplies	651,000	553,000	1,323,000	1,186,000
Depreciation and amortization	1,244,000	1,637,000	2,442,000	3,284,000
Other direct operating costs	974,000	894,000	2,034,000	1,788,000
Cost of Revenue, Total	2,869,000	3,084,000	5,799,000	6,258,000
Gross margin	1,607,000	907,000	3,041,000	2,301,000
Selling and administrative expense	1,090,000	1,210,000	2,174,000	2,421,000
Interest expense	165,000	267,000	425,000	549,000
Operating income (loss)	352,000	(570,000)	442,000	(669,000)
(Loss) on extinguishment of debt	(401,000)	0	(401,000)	0
Interest and other (loss) income	(2,000)	1,000	1,000	4,000
(Loss) income before income taxes	(51,000)	(569,000)	42,000	(665,000)
Income tax (benefit)	(24,000)	(130,000)	(18,000)	(158,000)
Net (loss) income	(27,000)	(439,000)	60,000	(507,000)
Less: Net (income) attributable to non-controlling interest	(60,000)	(44,000)	(118,000)	(111,000)
Net (loss) attributable to American Shared Hospital Services	$ (87,000)	$ (483,000)	$ (58,000)	$ (618,000)
Net (loss) per share:
Basic (loss) per share (in dollars per share)	$ (0.01)	$ (0.08)	$ (0.01)	$ (0.10)
Diluted (loss) per share (in dollars per share)	$ (0.01)	$ (0.08)	$ (0.01)	$ (0.10)

XML

Condensed Consolidated Statement of Shareholders' Equity (Unaudited) - USD ($)	Common Stock [Member]	Additional Paid-in Capital [Member]	Retained Earnings [Member]	Parent [Member]	Noncontrolling Interest [Member]	Total
Balances (in shares) at Dec. 31, 2019	5,817,000
Balances at Dec. 31, 2019	$ 10,753,000	$ 6,725,000	$ 8,555,000	$ 26,033,000	$ 5,778,000	$ 31,811,000
Stock-based compensation expense	$ 0	56,000	0	56,000	0	56,000
Restricted common shares returned to the plan (in shares)	(129,000)
Restricted common shares returned to the plan	$ 0	0	0	0	0	0
Cash distributions to non-controlling interests	0	0	0	0	(326,000)	(326,000)
Net income (loss)	$ 0	0	(135,000)	(135,000)	67,000	(68,000)
Balances (in shares) at Mar. 31, 2020	5,688,000
Balances at Mar. 31, 2020	$ 10,753,000	6,781,000	8,420,000	25,954,000	5,519,000	31,473,000
Balances (in shares) at Dec. 31, 2019	5,817,000
Balances at Dec. 31, 2019	$ 10,753,000	6,725,000	8,555,000	26,033,000	5,778,000	31,811,000
Net income (loss)						(507,000)
Balances (in shares) at Jun. 30, 2020	5,691,000
Balances at Jun. 30, 2020	$ 10,753,000	6,834,000	7,937,000	25,524,000	5,449,000	30,973,000
Balances (in shares) at Mar. 31, 2020	5,688,000
Balances at Mar. 31, 2020	$ 10,753,000	6,781,000	8,420,000	25,954,000	5,519,000	31,473,000
Stock-based compensation expense	0	53,000	0	53,000	0	53,000
Cash distributions to non-controlling interests	0	0	0	0	(114,000)	(114,000)
Net income (loss)	$ 0	0	(483,000)	(483,000)	44,000	(439,000)
Stock-based compensation expense (in shares)	3,000
Balances (in shares) at Jun. 30, 2020	5,691,000
Balances at Jun. 30, 2020	$ 10,753,000	6,834,000	7,937,000	25,524,000	5,449,000	$ 30,973,000
Balances (in shares) at Dec. 31, 2020	5,791,000					5,791,000
Balances at Dec. 31, 2020	$ 10,753,000	7,024,000	1,497,000	19,274,000	4,376,000	$ 23,650,000
Stock-based compensation expense	0	107,000	0	107,000	0	107,000
Net income (loss)	$ 0	0	29,000	29,000	58,000	87,000
Balances (in shares) at Mar. 31, 2021	5,801,000
Balances at Mar. 31, 2021	$ 10,753,000	7,131,000	1,526,000	19,410,000	4,434,000	$ 23,844,000
Balances (in shares) at Dec. 31, 2020	5,791,000					5,791,000
Balances at Dec. 31, 2020	$ 10,753,000	7,024,000	1,497,000	19,274,000	4,376,000	$ 23,650,000
Net income (loss)						$ 60,000
Options exercised (in shares)						22,000
Balances (in shares) at Jun. 30, 2021	5,868,000					5,868,000
Balances at Jun. 30, 2021	$ 10,758,000	7,227,000	1,439,000	19,424,000	4,290,000	$ 23,714,000
Balances (in shares) at Mar. 31, 2021	5,801,000
Balances at Mar. 31, 2021	$ 10,753,000	7,131,000	1,526,000	19,410,000	4,434,000	23,844,000
Stock-based compensation expense	0	96,000	0	96,000	0	96,000
Cash distributions to non-controlling interests	0	0	0	0	(204,000)	(204,000)
Net income (loss)	$ 0	0	(87,000)	(87,000)	60,000	(27,000)
Stock-based compensation expense (in shares)	62,000
Options exercised (in shares)	5,000
Options exercised	$ 5,000	0	0	5,000	0	$ 5,000
Balances (in shares) at Jun. 30, 2021	5,868,000					5,868,000
Balances at Jun. 30, 2021	$ 10,758,000	$ 7,227,000	$ 1,439,000	$ 19,424,000	$ 4,290,000	$ 23,714,000

XML

Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($)	6 Months Ended
	Jun. 30, 2021	Jun. 30, 2020
Operating activities:
Net income (loss)	$ 60,000	$ (507,000)
Adjustments to reconcile net income (loss) to net cash from operating activities (excluding assets acquired and liabilities assumed):
Depreciation and amortization	2,509,000	3,347,000
Amortization of debt issuance costs	14,000	0
Loss on extinguishment of debt	401,000	0
Non cash lease expense	149,000	143,000
Deferred income taxes	(64,000)	(158,000)
Stock-based compensation expense	203,000	109,000
Interest expense associated with lease liabilities	22,000	39,000
Changes in operating assets and liabilities:
Receivables	335,000	2,288,000
Prepaid expenses and other assets	1,086,000	1,206,000
Asset retirement obligations	(562,000)	0
Accounts payable, accrued liabilities and deferred revenue	97,000	638,000
Income taxes	(252,000)	(82,000)
Lease liabilities	(171,000)	(182,000)
Net cash provided by operating activities	3,827,000	6,841,000
Investing activities:
Payment for purchase of property and equipment	(229,000)	(242,000)
Payment for acquisition, net of cash acquired	0	(1,568,000)
Net cash used in investing activities	(229,000)	(1,810,000)
Financing activities:
Principal payments on long-term debt	(3,254,000)	(1,062,000)
Principal payments on finance leases	(8,919,000)	(1,981,000)
Principal payments on short-term financing	(294,000)	(343,000)
Distributions to non-controlling interests	(204,000)	(440,000)
Proceeds from long-term debt financing, net of property and equipment acquired	13,897,000	0
Proceeds from financing for acquisition	0	1,425,000
Prepayment penalties	(401,000)	0
Debt issuance costs long-term debt	(316,000)	0
Proceeds from options exercised	5,000	0
Net cash provided by (used in) financing activities	514,000	(2,401,000)
Net change in cash, cash equivalents, and restricted cash	4,112,000	2,630,000
Cash, cash equivalents, and restricted cash at beginning of period	4,325,000	1,779,000
Cash, cash equivalents, and restricted cash at end of period	8,437,000	4,409,000
Supplemental cash flow disclosure:
Interest	425,000	549,000
Income taxes paid	557,000	71,000
Schedule of non-cash investing and financing activities
Lease reassessment right of use assets and lease liabilities	0	67,000
Right of use assets and lease liabilities	0	135,000
Interest capitalized to property and equipment	0	65,000
Acquisition of equipment with long-term debt financing	1,103,000	1,184,000
Acquisition of insurance with short-term financing	0	45,000
First working capital payment related to acquisition, withholding taxes	0	515,000
Estimated subsequent working capital payment for acquisition	$ 0	$ 354,000

XML

Note 1 - Basis of Presentation

6 Months Ended

Jun. 30, 2021

Notes to Financial Statements

Organization, Consolidation and Presentation of Financial Statements Disclosure [Text Block]

Note 1.    Basis of Presentation

In the opinion of management, the accompanying unaudited condensed consolidated financial statements contain all adjustments necessary for the fair presentation of American Shared Hospital Services’ consolidated financial position as of June 30, 2021, the results of its operations for the three and six-month periods ended June 30, 2021 and 2020, and the cash flows for the three and six-month periods ended June 30, 2021 and 2020. The results of operations for the three and six-months ended June 30, 2021 are not necessarily indicative of results on an annualized basis. Consolidated balance sheet amounts as of December 31, 2020 have been derived from audited consolidated financial statements.

These unaudited condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements for the year ended December 31, 2020 included in American Shared Hospital Services’ Annual Report on Form 10-K filed with the Securities and Exchange Commission.

These condensed consolidated financial statements include the accounts of American Shared Hospital Services and its subsidiaries (the “Company”) as follows: the Company wholly-owns the subsidiaries American Shared Radiosurgery Services (“ASRS”), PBRT Orlando, LLC (“Orlando”), and OR21, Inc.; the Company is the majority owner of Long Beach Equipment, LLC (“LBE”); ASRS is the majority-owner of GK Financing, LLC (“GKF”) which wholly-owns the subsidiary Instituto de Gamma Knife del Pacifico S.A.C. (“GKPeru”) and HoldCo GKC S.A. (“HoldCo”). GKF is the majority owner of the subsidiaries Albuquerque GK Equipment, LLC (“AGKE”) and Jacksonville GK Equipment, LLC (“JGKE”). GKF acquired Gamma Knife Center Ecuador S.A. (“GKCE”) through HoldCo in June 2020.

The Company (through ASRS) and Elekta AB, the manufacturer of the Gamma Knife (through its wholly-owned United States subsidiary, GKV Investments, Inc.), entered into an operating agreement and formed GKF. As of June 30, 2021, GKF provides Gamma Knife units to thirteen medical centers in the United States in the states of Arkansas, California, Florida, Illinois, Indiana, Mississippi, Nebraska, New Mexico, New York, Ohio, Oregon, and Texas. GKF also owns and operates single-unit Gamma Knife facilities in Lima, Peru and Guayaquil, Ecuador. The Company through its wholly-owned subsidiary, Orlando, provided proton beam radiation therapy (“PBRT”) and related equipment to a customer in the United States.

The Company formed the subsidiaries GKPeru and acquired GKCE for the purposes of expanding its business internationally; Orlando and LBE to provide PBRT equipment and services in Orlando, Florida and Long Beach, California, respectively; and AGKE and JGKE to provide Gamma Knife equipment and services in Albuquerque, New Mexico and Jacksonville, Florida, respectively. LBE is not expected to generate revenue within the next two years.

On June 12, 2020, GKF purchased approximately 98% of the total outstanding shares of GKCE, from GKCE’s majority shareholders (the “Acquisition”). As of June 30, 2021, the Company had acquired approximately 99.3% of the total outstanding shares of GKCE. The base purchase price for the Acquisition, including acquisition of the minority shares was approximately $2,000,000. This purchase price was paid with $575,000 in cash and a $1,425,000 loan from the United States International Development Finance Corporation (“DFC”). The purchase price was subject to certain post-closing adjustments, including adjustment for GKCE's working capital and excess cash, totaling $883,000. The DFC loan is denominated in U.S. dollars, which is also the currency of Ecuador. See “Note 9. GKCE Acquisition” for further discussion.

The Company continues to develop its design and business model for The Operating Room for the 21st CenturySM through its 50% owned OR21, LLC (“OR21 LLC”). The remaining 50% is owned by an architectural design company. OR21 LLC is not expected to generate significant revenue for at least the next two years.

All significant intercompany accounts and transactions have been eliminated in consolidation.

The COVID-19 pandemic, the resulting recession in the United States and its follow-on effects have impacted and will likely continue to impact business activity across industries, including the Company’s. During 2020, due to factors related to the COVID-19 pandemic such as delays in service at medical facilities and restrictions imposed by government agencies, and the Company’s customers in response to the spread of COVID-19, the Company experienced some delays in delivering certain Gamma Knife procedures and PBRT treatments. Similarly, the Company’s ability to conduct commercial efforts with its customers have been and are likely to continue to be disrupted as customers have turned their focus to dealing with the impact of the COVID-19 pandemic on their operations and have restricted access to their sites in efforts to contain the spread of the virus. The global nature of the pandemic has resulted in authorities implementing numerous measures designed to contain the virus, including travel bans and restrictions, border closures, quarantines, shelter-in-place orders, business limitations and shutdowns. The prioritization of COVID-19 treatment and containment has resulted in delays in decisions by the Company’s customers and their patients, obstacles to the Company’s ability to market and deliver its services, declines in treatment volumes and adverse impacts to revenues for both Gamma Knife procedures and PBRT treatments. As a result of the pandemic and related governmental actions, Gamma Knife procedures and PBRT treatments, which currently make up all of the Company’s revenue, may be impacted differently at each of the Company’s various locations and may take longer to recover than other areas of the economy, which may have a material impact on the Company's business. However, during the three-month period ended June 30, 2021, the Company's domestic Gamma Knife procedure volume returned to pre-pandemic levels. The Company’s Gamma Knife operations in Latin America have experienced a decline in procedures due to the COVID-19 pandemic, but during during the three-month period ended June 30, 2021, Gamma Knife procedures in Latin America were strong however still below pre-pandemic levels. The Company's PBRT business continues to be impacted by COVID-19 as treatment volumes continue to decline from pre-pandemic levels. As the COVID-19 pandemic evolves and new strains of the virus develop, additional impacts may arise that we are not aware of currently.

Based on the guidance provided in accordance with ASC 280 Segment Reporting (“ASC 280”), the Company analyzed its subsidiaries which are all in the business of leasing radiosurgery and radiation therapy equipment to healthcare providers, and concluded there are two reportable segments, domestic and foreign. The Company provides Gamma Knife and PBRT equipment to fourteen hospitals in the United States and owns and operates two single-unit facilities in Lima, Peru and Guayaquil, Ecuador as of June 30, 2021. The Company determined two reportable segments existed due to similarities in economics of business operations and geographic location. The operating results of the two reportable segments are reviewed by the Company’s CEO and President, Chief Operating and Financial Officer, who are also deemed the Company’s Chief Operating Decision Makers. As of June 30, 2020, the Company had one reportable segment. Following the Company's acquisition of GKCE in June 2020, the Company concluded it had two reportable segments.

The revenues and profit or loss, allocations for the Company's two reportable segments as of June 30, 2021 consists of the following:

	June 30, 2021
Revenues
Domestic	$	7,415,000
Foreign		1,425,000
Total	$	8,840,000
Profit or (loss)
Domestic	$	(35,000	)
Foreign		(23,000	)
Total	$	(58,000	)

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Note 2 - Property and Equipment

6 Months Ended

Jun. 30, 2021

Notes to Financial Statements

Property, Plant and Equipment Disclosure [Text Block]

Note 2.    Property and Equipment

Property and equipment are stated at cost less accumulated depreciation. Depreciation for Gamma Knife units and other equipment is determined using the straight-line method over the estimated useful lives of the assets, which for medical and office equipment is generally 3 – 10 years, and after accounting for salvage value on the equipment where indicated. As of April 1, 2021, the Company reduced its estimate for salvage value for nine of its Gamma Knife units. The net effect of this change in estimate for the three-month period ended June 30, 2021, was a decrease in net income of approximately $114,000 or $0.02 per diluted share. This change in estimate will also impact future periods. Salvage value is based on the estimated fair value of the equipment at the end of its useful life. 

Depreciation for PBRT equipment is determined using the modified units of production method, which is a function of both time and usage of the equipment. This depreciation method allocates costs considering the projected volume of usage through the useful life of the PBRT unit, which has been estimated at 20 years. The estimated useful life of the PBRT unit is consistent with the estimated economic life of 20 years.

The following table summarizes property and equipment as of June 30, 2021 and December 31, 2020:

	June 30,			December 31,
	2021			2020
Medical equipment and facilities	$	72,035,000		$	75,657,000
Office equipment		388,000			330,000
Construction in progress		128,000			170,000
		72,551,000			76,157,000
Accumulated depreciation		(43,191,000	)		(45,739,000	)
Net property and equipment	$	29,360,000		$	30,418,000

As of June 30, 2021, approximately $2,937,000 of the net property and equipment balance is outside of the United States.

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Note 3 - Long-term Debt Financing

6 Months Ended

Jun. 30, 2021

Notes to Financial Statements

Long-term Debt [Text Block]

Note 3.    Long-Term Debt Financing

On April 9, 2021 the Company entered into a five year $22,000,000 credit agreement with Fifth Third Bank, N.A. (the “Credit Agreement”). The Credit Agreement includes three loan facilities. The first facility is a $9,500,000 term loan of which $6,774,000 was used to refinance the domestic Gamma Knife debt and finance leases, and associated closing costs, $1,665,000 was used to finance two Gamma Knife reloads and to pay for the unload costs for two customer contracts in the first quarter of 2021, with the remaining $1,061,000 available for future projects. The second loan facility of $5,500,000 was used to refinance the Company's PBRT finance leases and associated closing costs of $5,026,000 as well as to provide additional working capital. The third loan facility provides for a $7,000,000 revolving line of credit available for future projects and general corporate purposes. The facilities have a five-year maturity and carry a floating interest of LIBOR plus 3.0% and are collateralized by a blanket lien on substantially all of the Company's assets. On December 31, 2021, LIBOR will officially be phased out.  The Company will work with Fifth Third Bank to determine an alternative base rate.  The Company recorded a loss on extinguishment of $401,000 for the three-month period ended  June 30, 2021, related to the prepayment penalties charged by the existing lenders.  The Company capitalized debt issuance costs of $310,000 related to legal and transaction fees for the Credit Agreement for the three-month period ended  June 30, 2021. 

The Credit Agreement contains customary covenants and representations, including without limitation, a minimum fixed charge coverage ratio of 1.25 and maximum funded debt to EBITDA ratio of 3.0 to 1.0 (tested on a trailing twelve-month basis at the end of each fiscal quarter), reporting obligations, limitations on dispositions, changes in ownership, mergers and acquisitions, indebtedness, encumbrances, distributions, investments, transactions with affiliates and capital expenditures.

The Company’s loan with DFC for the Acquisition was obtained through the Company’s wholly-owned subsidiary, HoldCo and is guaranteed by GKF. As of June 30, 2021, long-term debt on the Condensed Consolidated Balance Sheets was $16,041,000.

The following are contractual maturities of long-term debt by year as of   June 30, 2021 excluding debt issuance costs of $329,000:  

Year ending December 31,	Principal
2021 (excluding the six-months ended June 30, 2021)	$	485,000
2022		1,344,000
2023		1,719,000
2024		2,094,000
2025		2,469,000
Thereafter		8,259,000
	$	16,370,000

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Note 4 - Finance Leases

6 Months Ended

Jun. 30, 2021

Notes to Financial Statements

Lessee, Finance Leases [Text Block]

 Note 4.    Finance Leases

The Company's finance lease obligations were refinanced by long-term debt on April 9, 2021.  See further details on the refinancing under Note 3 - Long-Term Debt Financing.

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Note 5 - Leases

6 Months Ended

Jun. 30, 2021

Notes to Financial Statements

Lessee, Operating Leases [Text Block]

Note 5.    Leases

The Company determines if a contract is a lease at inception. Under ASC 842 Leases (“ASC 842”), the Company is a lessor of equipment to various customers. Leases that commenced prior to ASC 842 adoption date were classified as operating leases under historical guidance. As the Company has elected the package of practical expedients allowing it to not reassess lease classification, these leases are classified as operating leases under ASC 842 as well. All of the Company’s lessor arrangements entered into after ASC 842 adoption are also classified as operating leases. Some of these lease terms have an option to extend the lease after the initial term, but do not contain the option to terminate early or purchase the asset at the end of the term.

The Company’s Gamma Knife and PBRT contracts with hospitals are classified as operating leases under ASC 842. The related equipment is included in medical equipment and facilities on the Company’s condensed consolidated balance sheets. As all income from the Company’s lessor arrangements is solely based on procedure volume, all income is considered variable payments not dependent on an index or a rate. As such, the Company does not measure future operating lease receivables.

The Company’s lessee operating leases are accounted for as right-of-use (“ROU”) assets, other current liabilities, and lease liabilities on the condensed consolidated balance sheets. Operating lease ROU assets and liabilities are recognized based on the present value of the future minimum lease payments over the lease term at commencement date. The Company’s operating lease contracts do not provide an implicit rate for calculating the present value of future lease payments. The Company determined its incremental borrowing rate, to be in the range of approximately 4.0% and 6.0%, by using available market rates and expected lease terms. The operating lease ROU assets and liabilities also include any lease payments made and excludes lease incentives and initial direct costs incurred. Lease expense for minimum lease payments is recognized on a straight-line basis over the lease term. The Company’s lessee operating lease agreements are for administrative office space and related equipment, and the agreement to lease clinic space for its stand-alone facility in Lima, Peru. These leases have remaining lease terms between 2 and 3 years, some of which include options to renew or extend the lease. As of June 30, 2021, operating ROU assets and liabilities were $737,000.

The following table summarizes maturities of lessee operating lease liabilities as of June 30, 2021:

Year ending December 31,	Operating Leases
2021 (excluding the six-months ended June 30, 2021)	$	175,000
2022		353,000
2023		248,000
2024		8,000
Total lease payments		784,000
Less imputed interest		(47,000	)
Total	$	737,000

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Note 6 - Per Share Amounts

6 Months Ended

Jun. 30, 2021

Notes to Financial Statements

Earnings Per Share [Text Block]

Note 6.    Per Share Amounts

Per share information has been computed based on the weighted average number of common shares and dilutive common share equivalents outstanding. Based on the guidance provided in accordance with ASC 260 Earnings Per Share (“ASC 260”), potentially dilutive common stock equivalents, such as diluted stock options, are not considered when their inclusion in reporting earnings per share would be dilutive to reported losses incurred per share. Because the Company reported a loss for the three and six-month periods ended June 30, 2021, the potentially dilutive effects of approximately 48,000 and 42,000, of the Company’s stock options and 21,000 and 21,000, respectively, of the Company's unvested restricted stock awards were not considered for the reporting periods. 

The following table sets forth the computation of basic and diluted earnings per share for the three and six-month periods ended June 30, 2021 and 2020:

	Three Months Ended June 30,						Six Months Ended June 30,
	2021			2020			2021			2020
Net (loss) attributable to American Shared Hospital Services	$	(87,000	)	$	(483,000	)	$	(58,000	)	$	(618,000	)
Weighted average common shares for basic earnings per share		5,802,000			6,008,000			5,801,000			6,066,000
Diluted effect of stock options and restricted stock awards		-			69,000			-			69,000
Weighted average common shares for diluted earnings per share		5,802,000			6,077,000			5,801,000			6,135,000
Basic (loss) per share	$	(0.01	)	$	(0.08	)	$	(0.01	)	$	(0.10	)
Diluted (loss) per share	$	(0.01	)	$	(0.08	)	$	(0.01	)	$	(0.10	)

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Note 7 - Stock-based Compensation

6 Months Ended

Jun. 30, 2021

Notes to Financial Statements

Share-based Payment Arrangement [Text Block]

Note 7.    Stock-based Compensation

In June 2021, the Company’s shareholders approved an amendment and restatement of the Company’s Incentive Compensation Plan (the “Plan”), that among other things, increases the number of shares of the Company’s common stock reserved for issuance under the Plan to 2,580,000. The Plan provides that the shares reserved under the Plan are available for issuance to officers of the Company, other key employees, non-employee directors, and advisors. No further grants or share issuances will be made under the previous plans. Also in June 2021, the Company’s shareholders approved an amendment and restatement of the Plan in order to extend the term of the Plan by five years to February 22, 2027.

Stock-based compensation expense associated with the Company’s stock options to employees is calculated using the Black-Scholes valuation model. The Company’s stock 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 expensed over the period during which an employee is required to provide service in exchange for the award (requisite service period), usually the vesting period. Accordingly, stock-based compensation cost before income tax effect for the Company’s options and restricted stock awards in the amount of $96,000 and $203,000 is reflected in net (loss) for the three and six-month periods ended June 30, 2021, compared to $53,000 and $109,000 in the same periods of the prior year, respectively. At June 30, 2021, there was approximately $6,000 of unrecognized compensation cost related to non-vested share-based compensation arrangements granted under the Plan. This cost is expected to be recognized over a period of approximately three years.  

On January 4, 2017, the Company entered into a Performance Share Award Agreement with three executive officers of the Company (the “Award Agreements”) for 161,766 restricted stock awards which vest upon the achievement of certain performance metrics. The Award Agreements expired on March 31, 2020. Based on the guidance in ASC 718 Stock Compensation (“ASC 718”), the Company concluded these were performance-based awards with vesting criteria tied to performance metrics. As of December 31, 2019, the Company achieved one of those certain performance metrics under the Award Agreements and recognized stock compensation expense of approximately $108,000 related to these awards. The unrecognized stock-based compensation expense for these awards was approximately $434,000 and the unvested awards of approximately 129,000 shares were returned to the Plan as of March 31, 2020.

The following table summarizes stock option activity for the six-month periods ended June 30, 2021 and 2020:

	Stock Options			Grant Date Weighted- Average Exercise Price		Weighted- Average Remaining Contractual Life (in Years)		Intrinsic Value
Outstanding at January 1, 2021		417,000		$	2.79		1.61	$	2,000
Granted		6,000		$	2.92		7.00	$	-
Exercised		(22,000	)	$	2.65		-	$	-
Forfeited		(7,000	)	$	2.51		-	$	-
Outstanding at June 30, 2021		394,000		$	2.80		1.16	$	15,000
Exercisable at June 30, 2021		383,000		$	2.80		1.02	$	-
Outstanding at January 1, 2020		450,000		$	2.78		2.44	$	27,000
Granted		10,000		$	1.88		7.00	$	-
Forfeited		(40,000	)	$	2.58		-	$	-
Outstanding at June 30, 2020		420,000		$	2.78		2.12	$	-
Exercisable at June 30, 2020		397,000		$	2.81		1.93	$	-

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Note 8 - Income Taxes

6 Months Ended

Jun. 30, 2021

Notes to Financial Statements

Income Tax Disclosure [Text Block]

Note 8.    Income Taxes

The Company generally calculates its effective income tax rate at the end of an interim period using an estimate of the annualized effective income tax rate expected to be applicable for the full fiscal year. However, when a reliable estimate of the annualized effective income tax rate cannot be made, the Company computes its provision for income taxes using the actual effective income tax rate for the results of operations reported within the year-to-date periods. The Company’s effective income tax rate is highly influenced by relative income or losses reported and the amount of the nondeductible stock-based compensation associated with grants of its common stock options and from the results of foreign operations. A small change in estimated annual pretax income (loss) can produce a significant variance in the annualized effective income tax rate given the expected amount of these items. As a result, the Company has computed its provision for income taxes for the three and six-month periods ended June 30, 2021 and 2020 by applying the actual effective tax rates to income or (loss) reported within the condensed consolidated financial statements through those periods.

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Note 9 - GKCE Acquisition

6 Months Ended

Jun. 30, 2021

Notes to Financial Statements

Business Combination Disclosure [Text Block]

Note 9. GKCE Acquisition

On June 18, 2019, the Company entered into a Stock Purchase Agreement (the “Agreement”) to acquire Gamma Knife Center Ecuador S.A. (“GKCE”) from GKCE’s selling majority shareholders. GKCE is a well-established Gamma Knife operation founded in 2009 as a private clinic to introduce advanced stereotactic radiosurgery into Ecuador and continues to operate the only Gamma Knife unit in the country. The Company acquired GKCE for the continued expansion of its business internationally.

The Acquisition has been accounted for according to ASC 805 Business Combinations (“ASC 805”) using the acquisition method of accounting. Under the acquisition method of accounting, all assets acquired, including goodwill and other intangible assets, should be stated at fair value at the time of acquisition. The measurement period for the acquisition of GKCE ended June 12, 2021.  As of June 30, 2021, the allocation of purchase price consideration and the Company's analysis of fair value of certain tangible, intangible assets, and residual goodwill was complete. As of June 30, 2021, accounting for the Closing Date accounts receivable balances, allowance on the uncollected accounts receivable balances, and related liabilities, was complete.  

The following table summarizes the fair value of assets acquired and liabilities assumed at the date of acquisition:

	June 12, 2020
Cash and cash equivalents	$	432,000
Accounts receivable		854,000
Prepaid expense and other		22,000
Building		385,000
Land		19,000
Medical equipment		319,000
Purchased intangible assets		78,000
Goodwill		1,265,000
Total assets acquired	$	3,374,000
Accounts payable	$	(193,000	)
Income taxes payable		(141,000	)
Deferred income taxes		(66,000	)
Employee compensation and benefits		(91,000	)
Total liabilities assumed		(491,000	)
Consideration allocated to assets acquired and liabilities assumed	$	2,883,000
First working capital payment	$	(515,000	)
Estimated subsequent working capital payment		(368,000	)
Base purchase consideration	$	2,000,000

The Company has allocated the purchase price of GKCE to the tangible assets, liabilities, and intangible asset acquired, based on their estimated fair values. Goodwill represents the excess of the purchase price consideration over the fair value of the identifiable tangible and intangible assets assumed. The Company believes the amount of goodwill resulting from the acquisition is primarily attributable to expected synergies from an assembled and trained workforce and enhanced opportunities for growth and innovation. The goodwill resulting from the acquisition is not tax deductible.

The following table summarizes the fair value of the tangible assets acquired at the date of acquisition:

	Fair Value		Useful Life (in Years)
Building	$	385,000	20
Land		19,000
Medical equipment		302,000	2
Other fixed assets		17,000	2
Total tangible assets	$	723,000

The Company also acquired intangible assets with a fair value of $78,000. The intangible asset identified was GKCE's trade name and the Company assigned an indefinite useful life 

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Significant Accounting Policies (Policies)

6 Months Ended

Jun. 30, 2021

Accounting Policies [Abstract]

Basis of Accounting, Policy [Policy Text Block]

In the opinion of management, the accompanying unaudited condensed consolidated financial statements contain all adjustments necessary for the fair presentation of American Shared Hospital Services’ consolidated financial position as of June 30, 2021, the results of its operations for the three and six-month periods ended June 30, 2021 and 2020, and the cash flows for the three and six-month periods ended June 30, 2021 and 2020. The results of operations for the three and six-months ended June 30, 2021 are not necessarily indicative of results on an annualized basis. Consolidated balance sheet amounts as of December 31, 2020 have been derived from audited consolidated financial statements.

These unaudited condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements for the year ended December 31, 2020 included in American Shared Hospital Services’ Annual Report on Form 10-K filed with the Securities and Exchange Commission.

These condensed consolidated financial statements include the accounts of American Shared Hospital Services and its subsidiaries (the “Company”) as follows: the Company wholly-owns the subsidiaries American Shared Radiosurgery Services (“ASRS”), PBRT Orlando, LLC (“Orlando”), and OR21, Inc.; the Company is the majority owner of Long Beach Equipment, LLC (“LBE”); ASRS is the majority-owner of GK Financing, LLC (“GKF”) which wholly-owns the subsidiary Instituto de Gamma Knife del Pacifico S.A.C. (“GKPeru”) and HoldCo GKC S.A. (“HoldCo”). GKF is the majority owner of the subsidiaries Albuquerque GK Equipment, LLC (“AGKE”) and Jacksonville GK Equipment, LLC (“JGKE”). GKF acquired Gamma Knife Center Ecuador S.A. (“GKCE”) through HoldCo in June 2020.

The Company (through ASRS) and Elekta AB, the manufacturer of the Gamma Knife (through its wholly-owned United States subsidiary, GKV Investments, Inc.), entered into an operating agreement and formed GKF. As of June 30, 2021, GKF provides Gamma Knife units to thirteen medical centers in the United States in the states of Arkansas, California, Florida, Illinois, Indiana, Mississippi, Nebraska, New Mexico, New York, Ohio, Oregon, and Texas. GKF also owns and operates single-unit Gamma Knife facilities in Lima, Peru and Guayaquil, Ecuador. The Company through its wholly-owned subsidiary, Orlando, provided proton beam radiation therapy (“PBRT”) and related equipment to a customer in the United States.

The Company formed the subsidiaries GKPeru and acquired GKCE for the purposes of expanding its business internationally; Orlando and LBE to provide PBRT equipment and services in Orlando, Florida and Long Beach, California, respectively; and AGKE and JGKE to provide Gamma Knife equipment and services in Albuquerque, New Mexico and Jacksonville, Florida, respectively. LBE is not expected to generate revenue within the next two years.

On June 12, 2020, GKF purchased approximately 98% of the total outstanding shares of GKCE, from GKCE’s majority shareholders (the “Acquisition”). As of June 30, 2021, the Company had acquired approximately 99.3% of the total outstanding shares of GKCE. The base purchase price for the Acquisition, including acquisition of the minority shares was approximately $2,000,000. This purchase price was paid with $575,000 in cash and a $1,425,000 loan from the United States International Development Finance Corporation (“DFC”). The purchase price was subject to certain post-closing adjustments, including adjustment for GKCE's working capital and excess cash, totaling $883,000. The DFC loan is denominated in U.S. dollars, which is also the currency of Ecuador. See “Note 9. GKCE Acquisition” for further discussion.

The Company continues to develop its design and business model for The Operating Room for the 21st CenturySM through its 50% owned OR21, LLC (“OR21 LLC”). The remaining 50% is owned by an architectural design company. OR21 LLC is not expected to generate significant revenue for at least the next two years.

All significant intercompany accounts and transactions have been eliminated in consolidation.

The COVID-19 pandemic, the resulting recession in the United States and its follow-on effects have impacted and will likely continue to impact business activity across industries, including the Company’s. During 2020, due to factors related to the COVID-19 pandemic such as delays in service at medical facilities and restrictions imposed by government agencies, and the Company’s customers in response to the spread of COVID-19, the Company experienced some delays in delivering certain Gamma Knife procedures and PBRT treatments. Similarly, the Company’s ability to conduct commercial efforts with its customers have been and are likely to continue to be disrupted as customers have turned their focus to dealing with the impact of the COVID-19 pandemic on their operations and have restricted access to their sites in efforts to contain the spread of the virus. The global nature of the pandemic has resulted in authorities implementing numerous measures designed to contain the virus, including travel bans and restrictions, border closures, quarantines, shelter-in-place orders, business limitations and shutdowns. The prioritization of COVID-19 treatment and containment has resulted in delays in decisions by the Company’s customers and their patients, obstacles to the Company’s ability to market and deliver its services, declines in treatment volumes and adverse impacts to revenues for both Gamma Knife procedures and PBRT treatments. As a result of the pandemic and related governmental actions, Gamma Knife procedures and PBRT treatments, which currently make up all of the Company’s revenue, may be impacted differently at each of the Company’s various locations and may take longer to recover than other areas of the economy, which may have a material impact on the Company's business. However, during the three-month period ended June 30, 2021, the Company's domestic Gamma Knife procedure volume returned to pre-pandemic levels. The Company’s Gamma Knife operations in Latin America have experienced a decline in procedures due to the COVID-19 pandemic, but during during the three-month period ended June 30, 2021, Gamma Knife procedures in Latin America were strong however still below pre-pandemic levels. The Company's PBRT business continues to be impacted by COVID-19 as treatment volumes continue to decline from pre-pandemic levels. As the COVID-19 pandemic evolves and new strains of the virus develop, additional impacts may arise that we are not aware of currently.

Segment Reporting, Policy [Policy Text Block]

Based on the guidance provided in accordance with ASC 280 Segment Reporting (“ASC 280”), the Company analyzed its subsidiaries which are all in the business of leasing radiosurgery and radiation therapy equipment to healthcare providers, and concluded there are two reportable segments, domestic and foreign. The Company provides Gamma Knife and PBRT equipment to fourteen hospitals in the United States and owns and operates two single-unit facilities in Lima, Peru and Guayaquil, Ecuador as of June 30, 2021. The Company determined two reportable segments existed due to similarities in economics of business operations and geographic location. The operating results of the two reportable segments are reviewed by the Company’s CEO and President, Chief Operating and Financial Officer, who are also deemed the Company’s Chief Operating Decision Makers. As of June 30, 2020, the Company had one reportable segment. Following the Company's acquisition of GKCE in June 2020, the Company concluded it had two reportable segments.

The revenues and profit or loss, allocations for the Company's two reportable segments as of June 30, 2021 consists of the following:

	June 30, 2021
Revenues
Domestic	$	7,415,000
Foreign		1,425,000
Total	$	8,840,000
Profit or (loss)
Domestic	$	(35,000	)
Foreign		(23,000	)
Total	$	(58,000	)

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Note 1 - Basis of Presentation (Tables)

6 Months Ended

Jun. 30, 2021

Notes Tables

Reconciliation of Revenue from Segments to Consolidated [Table Text Block]

	June 30, 2021
Revenues
Domestic	$	7,415,000
Foreign		1,425,000
Total	$	8,840,000
Profit or (loss)
Domestic	$	(35,000	)
Foreign		(23,000	)
Total	$	(58,000	)

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Note 2 - Property and Equipment (Tables)

6 Months Ended

Jun. 30, 2021

Notes Tables

Property, Plant and Equipment [Table Text Block]

	June 30,			December 31,
	2021			2020
Medical equipment and facilities	$	72,035,000		$	75,657,000
Office equipment		388,000			330,000
Construction in progress		128,000			170,000
		72,551,000			76,157,000
Accumulated depreciation		(43,191,000	)		(45,739,000	)
Net property and equipment	$	29,360,000		$	30,418,000

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Note 3 - Long-term Debt Financing (Tables)

6 Months Ended

Jun. 30, 2021

Notes Tables

Schedule of Maturities of Long-term Debt [Table Text Block]

Year ending December 31,	Principal
2021 (excluding the six-months ended June 30, 2021)	$	485,000
2022		1,344,000
2023		1,719,000
2024		2,094,000
2025		2,469,000
Thereafter		8,259,000
	$	16,370,000

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Note 5 - Leases (Tables)

6 Months Ended

Jun. 30, 2021

Notes Tables

Lessee, Operating Lease, Liability, Maturity [Table Text Block]

Year ending December 31,	Operating Leases
2021 (excluding the six-months ended June 30, 2021)	$	175,000
2022		353,000
2023		248,000
2024		8,000
Total lease payments		784,000
Less imputed interest		(47,000	)
Total	$	737,000

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Note 6 - Per Share Amounts (Tables)

6 Months Ended

Jun. 30, 2021

Notes Tables

Schedule of Earnings Per Share, Basic and Diluted [Table Text Block]

	Three Months Ended June 30,						Six Months Ended June 30,
	2021			2020			2021			2020
Net (loss) attributable to American Shared Hospital Services	$	(87,000	)	$	(483,000	)	$	(58,000	)	$	(618,000	)
Weighted average common shares for basic earnings per share		5,802,000			6,008,000			5,801,000			6,066,000
Diluted effect of stock options and restricted stock awards		-			69,000			-			69,000
Weighted average common shares for diluted earnings per share		5,802,000			6,077,000			5,801,000			6,135,000
Basic (loss) per share	$	(0.01	)	$	(0.08	)	$	(0.01	)	$	(0.10	)
Diluted (loss) per share	$	(0.01	)	$	(0.08	)	$	(0.01	)	$	(0.10	)

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Note 7 - Stock-based Compensation (Tables)

6 Months Ended

Jun. 30, 2021

Notes Tables

Share-based Payment Arrangement, Option, Activity [Table Text Block]

	Stock Options			Grant Date Weighted- Average Exercise Price		Weighted- Average Remaining Contractual Life (in Years)		Intrinsic Value
Outstanding at January 1, 2021		417,000		$	2.79		1.61	$	2,000
Granted		6,000		$	2.92		7.00	$	-
Exercised		(22,000	)	$	2.65		-	$	-
Forfeited		(7,000	)	$	2.51		-	$	-
Outstanding at June 30, 2021		394,000		$	2.80		1.16	$	15,000
Exercisable at June 30, 2021		383,000		$	2.80		1.02	$	-
Outstanding at January 1, 2020		450,000		$	2.78		2.44	$	27,000
Granted		10,000		$	1.88		7.00	$	-
Forfeited		(40,000	)	$	2.58		-	$	-
Outstanding at June 30, 2020		420,000		$	2.78		2.12	$	-
Exercisable at June 30, 2020		397,000		$	2.81		1.93	$	-

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Note 9 - GKCE Acquisition (Tables)

6 Months Ended

Jun. 30, 2021

Notes Tables

Schedule of Recognized Identified Assets Acquired and Liabilities Assumed [Table Text Block]

	June 12, 2020
Cash and cash equivalents	$	432,000
Accounts receivable		854,000
Prepaid expense and other		22,000
Building		385,000
Land		19,000
Medical equipment		319,000
Purchased intangible assets		78,000
Goodwill		1,265,000
Total assets acquired	$	3,374,000
Accounts payable	$	(193,000	)
Income taxes payable		(141,000	)
Deferred income taxes		(66,000	)
Employee compensation and benefits		(91,000	)
Total liabilities assumed		(491,000	)
Consideration allocated to assets acquired and liabilities assumed	$	2,883,000
First working capital payment	$	(515,000	)
Estimated subsequent working capital payment		(368,000	)
Base purchase consideration	$	2,000,000

Tangible Assets Acquired as Part of Business Combination [Table Text Block]

	Fair Value		Useful Life (in Years)
Building	$	385,000	20
Land		19,000
Medical equipment		302,000	2
Other fixed assets		17,000	2
Total tangible assets	$	723,000

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Note 1 - Basis of Presentation (Details Textual)		6 Months Ended
	Jun. 12, 2020 USD ($)	Jun. 30, 2021	Jun. 30, 2020
Number of Reportable Segments		2	1
Lima, Peru and Guayaquil, Ecuador [Member]
Number of Single-unit Facilities		2
OR21, LLC [Member]
Equity Method Investment, Ownership Percentage		50.00%
Gamma Knife Center Ecuador S.A. (GKCE) [Member]
Noncontrolling Interest, Ownership Percentage by Parent		99.30%
Gamma Knife Center Ecuador S.A. (GKCE) [Member]
Business Combination, Consideration Transferred, Total	$ 2,000,000
Payments to Acquire Businesses, Gross	575,000
Business Combination, Consideration Transferred, Liabilities Incurred	1,425,000
Business Combination, Provisional Information, Initial Accounting Incomplete, Adjustment, Consideration Transferred	$ 883,000
Gamma Knife and PBRT Equipment [Member]
Number of Medical Centers		14
GK Financing, LLC (GKF) [Member] | Gamma Knife Center Ecuador S.A. (GKCE) [Member]
Business Acquisition, Percentage of Voting Interests Acquired	98.00%
GK Financing, LLC (GKF) [Member] | Gamma Knife Units [Member]
Number of Medical Centers		13
Architectural Design Company [Member] | OR21, LLC [Member]
Equity Method Investment, Ownership Percentage		50.00%

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Note 1 - Basis of Presentation - Revenues and Profit (Loss) Allocations to Reportable Segments (Details) - USD ($)	3 Months Ended		6 Months Ended
	Jun. 30, 2021	Jun. 30, 2020	Jun. 30, 2021	Jun. 30, 2020
Revenues	$ 4,476,000	$ 3,991,000	$ 8,840,000	$ 8,559,000
Net Income (Loss) Attributable to Parent, Total	$ (87,000)	$ (483,000)	(58,000)	$ (618,000)
Domestic Segment [Member]
Revenues			7,415,000
Net Income (Loss) Attributable to Parent, Total			(35,000)
Foreign Segment [Member]
Revenues			1,425,000
Net Income (Loss) Attributable to Parent, Total			$ (23,000)

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Note 2 - Property and Equipment (Details Textual) - USD ($)	3 Months Ended		6 Months Ended
	Jun. 30, 2021	Jun. 30, 2020	Jun. 30, 2021	Jun. 30, 2020
Net Income (Loss) Attributable to Parent, Total	$ (87,000)	$ (483,000)	$ (58,000)	$ (618,000)
Earnings Per Share, Diluted, Total (in dollars per share)	$ (0.01)	$ (0.08)	$ (0.01)	$ (0.10)
Non-US [Member]
Property, Plant and Equipment, Net, Ending Balance	$ 2,937,000		$ 2,937,000
Salvage Value [Member]
Net Income (Loss) Attributable to Parent, Total	$ 114,000
Earnings Per Share, Diluted, Total (in dollars per share)	$ 0.02
Medical and Office Equipment [Member] | Minimum [Member]
Property, Plant and Equipment, Useful Life (Year)			3 years
Medical and Office Equipment [Member] | Maximum [Member]
Property, Plant and Equipment, Useful Life (Year)			10 years
PBRT Equipment [Member]
Property, Plant and Equipment, Useful Life (Year)			20 years

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Note 2 - Property and Equipment - Summary of Property and Equipment (Details) - USD ($)	Jun. 30, 2021	Dec. 31, 2020
Property and equipment, gross	$ 72,551,000	$ 76,157,000
Accumulated depreciation and amortization	(43,191,000)	(45,739,000)
Net property and equipment	29,360,000	30,418,000
Medical Equipment and Facilities [Member]
Property and equipment, gross	72,035,000	75,657,000
Office Equipment [Member]
Property and equipment, gross	388,000	330,000
Construction in Progress [Member]
Property and equipment, gross	$ 128,000	$ 170,000

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Note 3 - Long-term Debt Financing (Details Textual)		3 Months Ended			6 Months Ended
	Apr. 09, 2021 USD ($)	Jun. 30, 2021 USD ($)	Mar. 31, 2021 USD ($)	Jun. 30, 2020 USD ($)	Jun. 30, 2021 USD ($)	Jun. 30, 2020 USD ($)
Finance Lease, Principal Payments					$ 8,919,000	$ 1,981,000
Gain (Loss) on Extinguishment of Debt, Total		$ (401,000)		$ 0	(401,000)	$ 0
Long-term Debt, Total		16,041,000			16,041,000
Gamma Knife Debt and Finance Leases [Member]
Short-term Debt, Refinanced, Amount	$ 6,774,000
The Credit Agreement [Member] | Fifth Third Bank, N.A. [Member]
Debt Instrument, Term (Year)	5 years
Line of Credit Facility, Maximum Borrowing Capacity	$ 22,000,000
Number of Debt Instruments	3
Gain (Loss) on Extinguishment of Debt, Total		(401,000)
Debt Issuance Costs, Net, Total		$ 310,000			$ 310,000
Debt Instrument, Covenant, Minimum Fixed Charge Coverage Ratio	1.25
Debt Instrument, Covenant, Maximum Funded Debt to EDITDA Ratio	3.0
The Credit Agreement, First Loan Facility [Member] | Fifth Third Bank, N.A. [Member]
Debt Instrument, Face Amount	$ 9,500,000
Finance Lease, Principal Payments			$ 1,665,000
Cash, Ending Balance	1,061,000
The Credit Agreement, Second Loan Facility [Member] | Fifth Third Bank, N.A. [Member]
Debt Instrument, Face Amount	5,500,000
Finance Lease, Principal Payments	$ 5,026,000
The Credit Agreement, Third Loan Facility [Member] | Fifth Third Bank, N.A. [Member] | Revolving Credit Facility [Member]
Debt Instrument, Term (Year)	5 years
Line of Credit Facility, Maximum Borrowing Capacity	$ 7,000,000
The Credit Agreement, Third Loan Facility [Member] | Fifth Third Bank, N.A. [Member] | Revolving Credit Facility [Member] | London Interbank Offered Rate (LIBOR) [Member]
Debt Instrument, Basis Spread on Variable Rate	3.00%

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Note 3 - Long-term Debt Financing - Long-term Debt Maturities (Details)	Jun. 30, 2021 USD ($)
2021 (excluding the six-months ended June 30, 2021)	$ 485,000
2022	1,344,000
2023	1,719,000
2024	2,094,000
2025	2,469,000
Thereafter	8,259,000
Long-term Debt, Gross	$ 16,370,000

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Note 5 - Leases (Details Textual)	Jun. 30, 2021 USD ($)
Operating Lease, Liability, Total	$ 737,000
Minimum [Member]
Lessee, Operating Lease, Discount Rate	4.00%
Lessee, Operating Lease, Remaining Lease Term (Year)	2 years
Maximum [Member]
Lessee, Operating Lease, Discount Rate	6.00%
Lessee, Operating Lease, Remaining Lease Term (Year)	3 years

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Note 5 - Leases - Summary of Maturities of Lessee Operating Lease Liabilities (Details)	Jun. 30, 2021 USD ($)
2021 (excluding the six-months ended June 30, 2021)	$ 175,000
2022	353,000
2023	248,000
2024	8,000
Total lease payments	784,000
Less imputed interest	(47,000)
Total	$ 737,000

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Note 6 - Per Share Amounts (Details Textual) - shares	3 Months Ended	6 Months Ended
	Jun. 30, 2021	Jun. 30, 2021
Share-based Payment Arrangement, Option [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount (in shares)	48,000	42,000
Restricted Stock [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount (in shares)	21,000	21,000

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Note 6 - Per Share Amounts - Computation of Basic and Diluted Earnings Per Share (Details) - USD ($)	3 Months Ended		6 Months Ended
	Jun. 30, 2021	Jun. 30, 2020	Jun. 30, 2021	Jun. 30, 2020
Net (loss) attributable to American Shared Hospital Services	$ (87,000)	$ (483,000)	$ (58,000)	$ (618,000)
Weighted average common shares for basic earnings per share (in shares)	5,802,000	6,008,000	5,801,000	6,066,000
Diluted effect of stock options and restricted stock awards (in shares)	0	69,000	0	69,000
Weighted average common shares for diluted earnings per share (in shares)	5,802,000	6,077,000	5,801,000	6,135,000
Basic (loss) per share (in dollars per share)	$ (0.01)	$ (0.08)	$ (0.01)	$ (0.10)
Diluted (loss) per share (in dollars per share)	$ (0.01)	$ (0.08)	$ (0.01)	$ (0.10)

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Note 7 - Stock-based Compensation (Details Textual) - USD ($)		3 Months Ended			6 Months Ended		12 Months Ended
	Jan. 04, 2017	Jun. 30, 2021	Jun. 30, 2020	Mar. 31, 2020	Jun. 30, 2021	Jun. 30, 2020	Dec. 31, 2019
Incentive Compensation Plan [Member]
Common Stock, Capital Shares Reserved for Future Issuance (in shares)		2,580,000			2,580,000
Share-based Payment Arrangement, Expense		$ 96,000	$ 53,000		$ 203,000	$ 109,000
Share-based Payment Arrangement, Nonvested Award, Cost Not yet Recognized, Amount, Total		$ 6,000			$ 6,000
Share-based Payment Arrangement, Nonvested Award, Cost Not yet Recognized, Period for Recognition (Year)					3 years
Performance Share Award Agreement [Member] | Performance Shares [Member]
Share-based Payment Arrangement, Expense							$ 108,000
Share-based Payment Arrangement, Nonvested Award, Cost Not yet Recognized, Amount, Total				$ 434,000
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period (in shares)	161,766
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Forfeited in Period (in shares)				129,000

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Note 7 - Stock-based Compensation - Summary of Stock Option Activity (Details) - USD ($)	6 Months Ended		12 Months Ended
	Jun. 30, 2021	Jun. 30, 2020	Dec. 31, 2020	Dec. 31, 2019
Outstanding (in shares)	417,000	450,000	450,000
Outstanding, grant date weighted-average exercise price (in dollars per share)	$ 2.79	$ 2.78	$ 2.78
Outstanding, weighted average remaining contractual life (Year)		2 years 1 month 13 days	1 year 7 months 9 days	2 years 5 months 8 days
Outstanding, intrinsic value		$ 0	$ 2,000	$ 27,000
Granted (in shares)	6,000	10,000
Granted, grant date weighted-average exercise price (in dollars per share)	$ 2.92	$ 1.88
Granted, weighted average remaining contractual life (Year)	7 years	7 years
Exercised (in shares)	(22,000)
Exercised, grant date weighted-average exercise price (in dollars per share)	$ 2.65
Forfeited (in shares)	(7,000)	(40,000)
Forfeited, grant date weighted-average exercise price (in dollars per share)	$ 2.51	$ 2.58
Exercisable (in shares)	383,000	397,000
Exercisable, grant date weighted-average exercise price (in dollars per share)	$ 2.80	$ 2.81
Exercisable, weighted average remaining contractual life (Year)		1 year 11 months 4 days
Outstanding (in shares)	394,000	420,000	417,000	450,000
Outstanding, grant date weighted-average exercise price (in dollars per share)	$ 2.80	$ 2.78	$ 2.79	$ 2.78
Minimum [Member]
Outstanding, weighted average remaining contractual life (Year)	1 year 1 month 28 days
Exercisable, weighted average remaining contractual life (Year)	1 year 7 days
Maximum [Member]
Outstanding, intrinsic value	$ 15,000

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Note 9 - GKCE Acquisition (Details Textual)	Jun. 12, 2020 USD ($)
Gamma Knife Center Ecuador S.A. (GKCE) [Member] | Trade Names [Member]
Indefinite-lived Intangible Assets Acquired	$ 78,000

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Note 9 - GKCE Acquisition - Assets Acquired and Liabilities Assumed (Details) - USD ($)		6 Months Ended
	Jun. 12, 2020	Jun. 30, 2021	Jun. 30, 2020	Dec. 31, 2020
Goodwill		$ 1,265,000		$ 1,265,000
First working capital payment		0	$ (515,000)
Estimated subsequent working capital payment		$ 0	$ (354,000)
Gamma Knife Center Ecuador S.A. (GKCE) [Member]
Cash and cash equivalents	$ 432,000
Accounts receivable	854,000
Prepaid expense and other	22,000
Purchased intangible assets	78,000
Goodwill	1,265,000
Total assets acquired	3,374,000
Accounts payable	(193,000)
Income taxes payable	(141,000)
Deferred income taxes	(66,000)
Employee compensation and benefits	(91,000)
Total liabilities assumed	(491,000)
Consideration allocated to assets acquired and liabilities assumed	2,883,000
First working capital payment	(515,000)
Estimated subsequent working capital payment	(368,000)
Base purchase consideration	2,000,000
Gamma Knife Center Ecuador S.A. (GKCE) [Member] | Building [Member]
Tangible assets	385,000
Gamma Knife Center Ecuador S.A. (GKCE) [Member] | Land [Member]
Tangible assets	19,000
Gamma Knife Center Ecuador S.A. (GKCE) [Member] | Medical Equipment [Member]
Tangible assets	$ 319,000

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Note 9 - GKCE Acquisition - Tangible Assets Acquired (Details) - Gamma Knife Center Ecuador S.A. (GKCE) [Member]	Jun. 12, 2020 USD ($)
Tangible assets	$ 723,000
Building [Member]
Tangible assets	$ 385,000
Useful life (Year)	20 years
Land [Member]
Tangible assets	$ 19,000
Medical Equipment [Member]
Tangible assets	$ 302,000
Useful life (Year)	2 years
Property, Plant and Equipment, Other Types [Member]
Tangible assets	$ 17,000
Useful life (Year)	2 years