8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K 

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934

Date of report (Date of earliest event reported): February 15, 2022

AMERICAN SHARED HOSPITAL SERVICES

(Exact Name of Registrant as Specified in Its Charter)

California	1-08789	94-2918118
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)
601 Montgomery Street, Suite 1112 San Francisco, California		94111
(Address of Principal Executive Offices)		(Zip Code)

Registrant’s telephone number, including area code: (415) 788-5300 

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) 

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) 

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) 

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

Title of Each Class	Trading Symbol	Name of Each Exchange on Which Registered
American Shared Hospital Services Common Stock, No Par Value	AMS	NYSE AMERICAN

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter)

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. ☐

Item 2.02. Results of Operations and Financial Condition.

On February 15, 2022, the Company issued a press release announcing certain preliminary and unaudited financial results for the fourth quarter and year ended December 31, 2021. The full text of the press release is furnished as Exhibit 99.1 to this report. The Company does not intend for this exhibit to be incorporated by reference into future filings under the Securities Exchange Act of 1934.

Item 9.01. Financial Statements and Exhibits.

(d). Exhibits.

Exhibit No.	Description
Exhibit 99.1	Press Release dated February 15, 2022.
104	Cover page Interactive Data File (embedded within the Inline XBRL document)

The information in this report is summary information that is intended to be considered in the context of our SEC filings and other public announcements that we may make, by press release or otherwise, from time to time. We disclaim any current intention to revise or update the information contained in this report, although we may do so from time to time as our management believes is warranted. Any such updating may be made through the filing of other documents or reports with the SEC, through press releases or through other public disclosures.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	AMERICAN SHARED HOSPITAL SERVICES
	(Registrant)
Dated: February 15, 2022	/s/ Raymond C. Stachowiak
	By: Raymond C. Stachowiak
	Title: Chief Executive Officer

EX-99.1

Exhibit 99.1

American Shared Hospital Services Announces Preliminary Results for Fourth Quarter and Full Year 2021

Preliminary Q4 Revenue Rebounds to ~$4.7 Million Resulting in Increased Operating Income

SAN FRANCISCO, CA, February 15, 2022 ‒ American Shared Hospital Services (NYSE American: AMS) (the "Company"), a leading provider of turnkey technology solutions for stereotactic radiosurgery and advanced radiation therapy equipment and services, today announced selected preliminary and unaudited financial results for the fourth quarter and full year ended December 31, 2021.

Revenue for the fourth quarter ended December 31, 2021, is expected to be approximately $4.7 million, the highest revenue total of any quarter in the COVID-19 impacted 2021 year and roughly even with the comparable period in 2020. Fourth quarter 2021 revenue of $4.7 million in combination with lower costs of revenue, resulted in higher preliminary gross margin and operating income than the previous three quarters of 2021. Revenue for the full year 2021 is expected to be approximately $17.7 million, also roughly in line with revenue in 2020. Cash increased to over $8 million at the end of 2021.

“The fourth quarter was the best of the year for AMS and the highest reported revenue since the pandemic began,” said Ray Stachowiak, Chief Executive Officer. “Revenue in the fourth quarter grew modestly quarter-over-quarter and rebounded from the lower levels of the previous quarter. With lower costs of revenue resulting from the balance sheet restructuring that was completed at year end 2020, the higher fourth quarter revenue filtered down through the income statement to generate the highest gross margin and operating income since before the pandemic. Our preliminary operating income increased despite selling, general and administrative expenses trending higher in the fourth quarter due to an increase in legal and other costs related to the pursuit of new business opportunities.”

“Revenue for the full year was roughly even with the prior year, despite the quarterly ups and downs from the ongoing impact of the pandemic. Full year 2021 is projected to be profitable due to lower costs of revenue. With a strengthened balance sheet resulting from the second quarter 2021 debt refinancing that increased our cash position to in excess of $8 million at year end, along with an unused working capital line of $7 million, AMS has significant capital to deploy into new opportunities. We believe the actions that we have recently taken position us to accomplish our planned future growth initiatives,” concluded Mr. Stachowiak.

American Shared Hospital Services final fourth quarter and full year 2021 results will be filed with the SEC upon completion of the annual year end audit, which is expected in late March 2022. At that time AMS will host its regular quarterly conference call, details will be announced prior to the call.

About American Shared Hospital Services (NYSE American: AMS)

American Shared Hospital Services is a leading provider of turnkey technology solutions for stereotactic radiosurgery and advanced radiation therapy equipment and services. AMS is a world leader in providing Gamma Knife radiosurgery equipment, a non-invasive treatment for malignant and benign brain tumors, vascular malformations, and trigeminal neuralgia (facial pain). The Company also offers proton therapy, and the latest IGRT, IMRT and MR/LINAC systems. For more information, please visit: www.ashs.com.

Safe Harbor Statement

This press release may be deemed to contain certain forward-looking statements with respect to the financial condition, results of operations and future plans of American Shared Hospital Services (including statements regarding the expected continued growth of the Company and the expansion of the Company’s Gamma Knife, proton therapy and MR/LINAC business, 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 proton 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 Gamma Knife, proton therapy, and MR/LINAC businesses, 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, 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, its quarterly report on Form 10-Q for the three months ended March 31, 2021, June 30, 2021 and September 30, 2021, and the definitive Proxy Statement for the Annual Meeting of Shareholders that was held on June 25, 2021.

Contacts:

American Shared Hospital Services
Ray Stachowiak
Chief Executive Officer
rstachowiak@ashs.com

Investor Relations
PCG Advisory
Stephanie Prince
P: (646) 863-6341
sprince@pcgadvisory.com

XML

Document And Entity Information	Feb. 15, 2022
Document Information [Line Items]
Entity, Registrant Name	AMERICAN SHARED HOSPITAL SERVICES
Document, Type	8-K
Document, Period End Date	Feb. 15, 2022
Entity, Incorporation, State or Country Code	CA
Entity, File Number	1-08789
Entity, Tax Identification Number	94-2918118
Entity, Address, Address Line One	601 Montgomery Street, Suite 1112
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
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock
Trading Symbol	AMS
Security Exchange Name	NYSE
Entity, Emerging Growth Company	false
Amendment Flag	false
Entity, Central Index Key	0000744825