<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)
/X/ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 1995
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 0-12849
AMERICAN SHARED HOSPITAL SERVICES
(Exact name of registrant as specified in its charter)
CALIFORNIA 94-2918118
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
FOUR EMBARCADERO CENTER, SUITE 3620, SAN FRANCISCO, CALIFORNIA 94111
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (415) 788-5300
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
Registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes X No
--- ---
As of November 10, 1995 there are outstanding 4,244,401 shares of the
Registrant's common stock.
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<PAGE> 2
AMERICAN SHARED HOSPITAL SERVICES
PART I - FINANCIAL INFORMATION
CONDENSED CONSOLIDATED BALANCE SHEETS
<TABLE>
<CAPTION>
(unaudited) (audited)
ASSETS Sept. 30, 1995 Dec. 31, 1994
------ -------------- -------------
<S> <C> <C>
Current assets:
Cash and cash equivalents $ 593,000 $ 1,225,000
Receivables, less allowance for
uncollectible accounts of
$1,324,000 ($1,424,000 in
1994):
Trade accounts receivable 5,748,000 6,183,000
Other receivables 349,000 537,000
Note receivable from officer 55,000 54,000
----------- -----------
6,152,000 6,774,000
Inventories 98,000 146,000
Prepaid expenses and other current assets 543,000 758,000
----------- -----------
TOTAL CURRENT ASSETS 7,386,000 8,903,000
Note receivable from officer, less current portion 207,000 248,000
Property and equipment:
Land buildings and improvements 2,168,000 2,351,000
Medical, transportation & office equipment 7,285,000 9,670,000
Capitalized lease equipment 25,523,000 38,271,000
----------- -----------
34,976,000 50,292,000
Accumulated depreciation & amortization (12,513,000) (18,165,000)
----------- -----------
Net property and equipment 22,463,000 32,127,000
Intangible assets, less accumulated
amortization 1,356,000 2,118,000
Other assets 452,000 943,000
----------- -----------
TOTAL ASSETS $31,864,000 $44,339,000
=========== ===========
</TABLE>
<TABLE>
<CAPTION>
LIABILITIES AND
STOCKHOLDERS' EQUITY (unaudited) (audited)
(NET CAPITAL DEFICIENCY) Sept. 30, 1995 Dec. 31,1994
- ------------------------ -------------- ------------
<S> <C> <C>
Current liabilities:
Accounts payable $ 4,685,000 $ 4,450,000
Accrued interest 145,000 8,497,000
Employee compensation 953,000 1,210,000
Other accrued liabilities 1,234,000 1,317,000
Current portion of long-term debt 1,614,000 196,000
Current portion of obligations
under capital leases 6,947,000 8,135,000
Senior subordinated notes 0 18,467,000
----------- -----------
TOTAL CURRENT LIABILITIES 15,578,000 42,272,000
Long-term debt, less current portion 8,789,000 2,539,000
Obligations under capital leases
less current portion 15,828,000 21,705,000
Deferred income taxes 164,000 164,000
Senior subordinated notes 773,0000 0
Stockholders' equity (Net Capital
Deficiency):
Common stock, without par value:
authorized shares - 10,000,000
issued & outstanding shares,
3,870,000 in 1995 & 2,867,000
in 1994 10,141,000 8,795,000
Additional paid-in capital 849,000 763,000
Accumulated deficit (20,258,000) (31,899,000)
----------- -----------
Total stockholders' equity
(Net Capital Deficiency) (9,268,000) (22,341,000)
----------- -----------
TOTAL LIABILITIES AND STOCKHOLDERS'
EQUITY (NET CAPITAL DEFICIENCY) $31,864,000 $44,339,000
=========== ===========
</TABLE>
See Accompanying Notes
-2-
<PAGE> 3
CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS
(Unaudited)
<TABLE>
<CAPTION>
Three months ended September 30, Nine months ended September 30,
1995 1994 1995 1994
---- ---- ---- ----
<S> <C> <C> <C> <C>
REVENUES:
Medical services $8,377,000 $ 9,258,000 $25,517,000 $28,709,000
COSTS AND EXPENSES:
Costs of operations:
Medical services payroll 1,739,000 2,493,000 5,212,000 7,708,000
Maintenance and supplies 1,679,000 2,069,000 5,091,000 5,590,000
Depreciation and amortization 2,032,000 1,962,000 6,655,000 5,927,000
Equipment rental 814,000 1,305,000 2,022,000 3,620,000
Other 833,000 1,168,000 2,738,000 3,390,000
Write-down of assets 0 0 4,425,000 0
---------- ----------- ----------- -----------
7,097,000 8,997,000 26,143,000 26,235,000
Selling and administrative 1,313,000 1,381,000 4,271,000 4,406,000
Interest 959,000 1,469,000 4,233,000 4,551,000
---------- ----------- ----------- -----------
TOTAL COSTS AND EXPENSES 9,369,000 11,847,000 34,647,000 35,192,000
---------- ----------- ----------- -----------
Equity in earnings of partnerships 12,000 24,000 36,000 61,000
Gain on sale of assets & equipment 262,000 29,000 216,000 174,000
Interest and other income 32,000 112,000 141,000 157,000
---------- ----------- ----------- -----------
Loss before income taxes &
extraordinary item (684,000) (2,424,000) (8,737,000) (6,091,000)
Income tax provision 0 1,000 0 19,000
---------- ----------- ----------- -----------
Loss before extraordinary item (684,000) (2,425,000) (8,737,000) (6,110,000)
---------- ----------- ----------- -----------
Extraordinary item - gain on early
extinguishment of debt 0 362,000 20,378,000 362,000
---------- ----------- ----------- -----------
Net income (loss) $ (684,000) $(2,063,000) $11,641,000 $ 5,748,000
========== =========== =========== ===========
Income (loss) per share:
Loss before extraordinary item $(0.16) $(0.85) $(2.43) $(2.13)
Extraordinary Item $0.00 $0.13 $5.68 $0.13
------ ------ ------ ------
Net income (loss) per share $(0.16) $(0.72) $ 3.25 $(2.00)
====== ====== ====== ======
Common shares and equivalents used in
computing per share amounts 4,217,000 2,867,000 3,586,000 2,867,000
</TABLE>
See Accompanying Notes
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<PAGE> 4
AMERICAN SHARED HOSPITAL SERVICES
Condensed Consolidated Statement of Cash Flows
(Unaudited)
<TABLE>
<CAPTION>
Nine months ended September 30,
1995 1994
---- ----
<S> <C> <C>
OPERATING ACTIVITIES:
Net Income (loss) $ 11,641,000 $(5,748,000)
Adjustment to reconcile net income (loss) to net
cash provided by operating activities:
Extraordinary gain (20,378,000) (362,000)
Write-down of assets 4,425,000 0
Depreciation and amortization 7,060,000 6,459,000
Gain on sale of assets (216,000) (174,000)
Equity in (earnings) of partnerships (36,000) (61,000)
Compensation from stock grants 265,000 0
Changes in operating assets and liabilities:
Decrease (increase) in receivables 622,000 (471,000)
Decrease (increase) in inventory 48,000 (2,000)
Decrease in prepaid expenses 165,000 34,000
Increase in account payable &
and accrued liabilities 397,000 4,109,000
------------ -----------
Net cash provided by operating activities 3,993,000 3,784,000
INVESTING ACTIVITIES
Proceeds from sale and disposition of equipment 108,000 708,000
Payment for purchase of property and equipment (158,000) (970,000)
Other (128,000) 514,000
------------ -----------
Net cash (used in) provided by investing activities (178,000) 252,000
FINANCING ACTIVITIES:
Payment for repurchase of bonds (3,893,000) (64,000)
Proceeds from loan agreement 7,000,000 0
Principal payments on long-term debt and
obligations under capital leases (7,667,000) (4,333,000)
Other 113,000 0
------------ -----------
Net cash used in financing activities (4,447,000) (4,397,000)
Net decrease in cash and cash equivalents (632,000) (361,000)
Cash and cash equivalents at beginning of period 1,225,000 957,000
------------ -----------
Cash and cash equivalents at end of period $ 593,000 $ 596,000
============ ===========
SUPPLEMENTAL CASH FLOW DISCLOSURE
Interest paid $ 3,731,000 $ 1,555,000
============ ===========
Income taxes paid $ 55,000 $ 20,000
============ ===========
</TABLE>
See accompanying notes
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<PAGE> 5
AMERICAN SHARED HOSPITAL SERVICES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
Basis of Presentation
In the opinion of management, the accompanying unaudited condensed
consolidated financial statements contain all adjustments (consisting of
only normal recurring accruals) necessary to present fairly American Shared
Hospital Services' (the "Company") consolidated financial position as of
September 30, 1995 and the results of its operations for the nine months
ended September 30, 1995 and 1994, which results are not necessarily
indicative of results on an annual basis. Consolidated balance sheet amounts
as of December 31, 1994 have been derived from audited financial statements.
These financial statements include the accounts of the Company and its
wholly owned subsidiaries, CuraCare, Inc., MMRI, Inc., European Shared
Medical Services Limited, American Shared Radiosurgery Services, African
American Church Health and Economic Services, Inc. and ACHES Insurance
Services, Inc. All significant intercompany accounts and transactions have
been eliminated.
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations
Medical Services Revenues of $8,377,000 and $25,517,000 for the three and
nine months ended September 30, 1995 represent a 10%
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<PAGE> 6
and 11% decline for the three and nine month periods, compared to Medical
Services Revenues of $9,258,000 and $28,709,000 for the three and nine
months ended September 30, 1994.
Revenues from Magnetic Resonance Imaging (MRI) for the three and nine month
periods ended September 30, 1995 increased $620,000 and $1,963,000 compared
to the same periods in the prior year. The increase was due primarily to the
commencement of new customer contracts and increased utilization from
contracts commenced in prior periods. The Company had a net increase of
approximately 31 new customer contracts as of September 30, 1995 compared to
September 30, 1994.
Computed Tomography (CT) revenues declined $73,000 and $468,000, for the
three and nine month periods ended September 30, 1995, respectively,
compared to the same periods in the prior year due to the operation of two
fewer scanners and lower revenue generation from mobile routes. Nuclear
Medicine and Ultrasound revenues decreased $330,000 and $946,000 for the
three and nine month periods ended September 30, 1995, respectively,
compared to the same periods in the prior year as a result of the December
31, 1994 sale of two Ultrasound Department contracts as a part of its
Respiratory Therapy Department contract sale and the continued reduction in
mobile Ultrasound revenues.
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<PAGE> 7
Respiratory Therapy Services revenues decreased $1,114,000 and $3,757,000
for the three and nine month periods ended September 30, 1995, respectively,
compared to the same periods in the prior year due to the sale on December
31, 1994 of eight Respiratory Therapy contracts, the Respiratory Registry
and the termination of three contracts in the first nine months of 1995.
During the remainder of 1995 an additional two contracts will terminate.
Gamma Knife Revenues increased $16,000 for the three and nine month periods
ended September 30, 1995, compared to the same periods in the prior year.
On October 16, 1995 the Company and Elekta AB of Sweden through its U.S.
subsidiary, GK Investments, Inc. formed a new venture, GK Financing, LLC,
(GKF). GKF will provide financing for projects using the Gamma Knife
radiosurgery unit, which is sold by Elekta Instruments, Inc., a U.S.
subsidiary of the manufacturer, Elekta AB.
Pursuant to GKF's operating agreement dated October 17, 1995, the Company
will contribute its ownership of two existing Gamma Knife units (including
one unit which will be acquired pursuant to an option agreement with the
Company's Chairman and CEO) in return for the Company's 81% ownership
interest in GK Financing, LLC. Elekta will contribute approximately $727,000
in cash for its 19% interest and has made an initial loan commitment to GKF.
-7-
<PAGE> 8
On October 31, 1995 GK Financing, LLC purchased four Gamma Knife units
valued at a total of approximately $12,000,000.
Total Costs of Operations decreased $1,900,000 and $92,000 for the three and
nine month periods ended September 30, 1995, respectively, compared to the
same periods in the prior year. Medical Services payroll, the largest
routine component of Total Costs of Operations, decreased $754,000 and
$2,496,000 for the three and nine month periods ended September 30, 1995,
respectively, compared to the same periods in the prior year. The decrease
is primarily attributable to the Company's sale of its Respiratory Therapy
Department and related contracts during the fourth quarter of 1994.
Maintenance and supplies decreased $390,000 and $499,000 for the three and
nine month periods ended September 30, 1995, respectively, compared to the
same periods in the prior year. The decrease is primarily attributable to
pricing reductions on MRI maintenance contracts and a decrease in supply
usage associated with the sale and termination of Respiratory Therapy
contracts. Depreciation and amortization increased $70,000 and $728,000 for
the three and nine month periods ended September 30, 1995, respectively,
compared to the same periods in the prior year. The increase is primarily
attributable to the Company's lease restructuring with its primary equipment
lessor which was effective January 1, 1994 but recorded cumulatively in the
fourth quarter of 1994. Equipment leases previously accounted for as rentals
were accounted for
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<PAGE> 9
as capitalized leases (increased depreciation and interest expense) due to
the lease restructuring. The increase was mitigated by the write-down of
assets which was recorded in the second quarter of 1995. Equipment rental
decreased $491,000 and $1,598,000 for the three and nine month periods ended
September 30, 1995, respectively, compared to the same periods in the prior
year as a result of the Company's aforementioned lease restructuring with
its primary equipment lessor. Other operating costs decreased $335,000 and
$652,000 for the three and nine month periods ended September 30, 1995,
respectively, compared to the same periods in the prior year primarily due
to a reduction in regional office costs, property related costs, and bad
debt recoveries .
In connection with the adoption of the Statement of Financial Accounting
Standards No. 121 (FAS 121), during the second quarter of 1995, management
reviewed the recoverability of the carrying value of long-lived assets,
primarily fixed assets, goodwill and deferred costs based on the life of the
assets.
The Company initiated its review of potential loss impairment due to the
continuing changes in the health care environment which have put downward
pressure on customer and equipment pricing. These changes have resulted in
recent operating results and future forecasted operating results for certain
assets which were less than previously planned.
-9-
<PAGE> 10
This situation led to the conclusion that there was a potential impairment
in the recorded value of fixed assets, goodwill and deferred costs.
Management's estimate of future undiscounted cash flows over the useful life
of certain assets was determined to be less than their recorded values,
indicating impairment of these assets under provisions of FAS 121.
An impairment loss of $4,425,000 was recorded in the second quarter of 1995
based on the differences between the fair value determined by third parties
and the recorded values of certain assets. The impairment loss is comprised
of write-downs of equipment of $3,650,000 (primarily MRI, CT and nuclear
medicine); goodwill of $600,000; and deferred assets of $175,000.
Selling and Administrative costs decreased $68,000 and $135,000 for the
three and nine month periods ended September 30, 1995, respectively,
compared to the same periods in the prior year. The nine month period ended
September 30, 1995 results would have reflected a larger decrease except for
a second quarter, 1995 charge of $265,000 to salary and wage expense for the
184,000 shares of common stock issued to the Company's Chairman and CEO,
Ernest A. Bates, M.D., for his continued services to the Company and his
personal guarantee of $6,500,000 of indebtedness of the Company (see
Liquidity and Capital Resources").
-10-
<PAGE> 11
Interest expense decreased $510,000 and $318,000 for the three and nine
month periods ended September 30, 1995, respectively, compared to the same
periods in the prior year. The decrease for the three and nine month periods
ended September 30, 1995 compared to the same periods in the prior year is
primarily due to the Company's repurchase of its Senior Subordinated Notes
on May 17, 1995, as described below. The decrease in interest expense from
the Senior Subordinated Notes was partially offset by the Company's
aforementioned lease restructuring with its primary equipment lessor.
The Company had losses before extraordinary item of $684,000 and $8,737,000
for the three and nine month periods ended September 30, 1995, respectively,
compared to losses of $2,425,000 and $6,110,000 for the same periods in the
prior year. Included in the Company's 1995 nine month loss was a charge of
$4,425,000 due to adoption of FAS 121. The Company had a net loss of
$684,000 and net income of $11,641,000 for the three and nine month periods
ended September 30, 1995, respectively, compared to net losses of $2,063,000
and $5,748,000 for the same periods in the prior year.
The Company's 1995 nine month net income results included an extraordinary
gain of $20,378,000 on its Senior Subordinated Note restructuring recorded
on May 17, 1995. The gain resulted from the repurchase of $17,694,000 of
face amount plus $8,854,000 of
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<PAGE> 12
accrued and unpaid interest of the Company's 14-3/4% and 16-1/2% Senior
Subordinated Notes net of cash, common stock and warrants issued and
transaction related costs of $3,893,000, $1,250,000 and $1,027,000
respectively.
In addition, during September 1994, the Company recognized an extraordinary
gain on the early extinguishment of indebtedness of $362,000. The
extraordinary gain resulted from the repurchase of $321,000 face amount plus
$115,000 of accrued and unpaid interest of the Company's 14-3/4% Senior
Subordinated Notes net of income tax and deferred financing costs of $10,000
for $64,000 in cash.
LIQUIDITY AND CAPITAL RESOURCES
The Company had cash and cash equivalents of $593,000 at September 30, 1995
compared to $1,225,000 at December 31, 1994. The Company's cash position
decreased in 1995 as a result of its operating losses.
On May 17, 1995, the Company repurchased for cash and securities
approximately 96% of its outstanding 16-1/2% Senior Subordinated
Exchangeable Reset Notes due 1996 and 14-3/4% Senior Subordinated Notes due
1996 (collectively, the "Subordinated Notes"). This repurchase, together
with the December 1994 lease restructuring
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<PAGE> 13
described below and the availability of up to $8,000,000 of new debt
financing, concluded an overall restructuring of the Company's obligations.
In 1992, the Company determined that it would not generate sufficient
revenues or achieve sufficient expense reductions to meet in full its
scheduled debt and lease obligations. Accordingly, the Company suspended
interest payments under the Subordinated Notes beginning with the October
15, 1992 semi-annual interest payment and suspended lease payments on a
significant portion of its equipment leases from December 1, 1992. As a
result, the Company was in default under substantially all of its debt and
lease obligations and the holders had the right to accelerate such
obligations. The Company stated that any such acceleration would cause it to
seek a liquidation in bankruptcy.
The Company engaged in prolonged restructuring negotiations with its
creditors following the actions referred to in the immediately preceding
paragraph. As a result of these negotiations, the following resolutions were
achieved:
1. Secured Credit Facility. The Company's revolving credit facility was
repaid in full and terminated on February 28, 1995 with a portion of the
proceeds of the sale of eight respiratory therapy contracts. The revolving
credit facility was replaced
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<PAGE> 14
in May 1995 in connection with the repurchase of the Subordinated Notes (see
below).
2. Equipment Leases. On December 31, 1994, the Company entered into a lease
restructuring with its primary equipment lessor. Under the lease
restructuring, the leases covering substantially all of the Company's
medical equipment were modified to extend the lease terms and to reduce
scheduled lease payments. During 1994, the Company made monthly aggregate
payments based on the estimated restructured lease payments. In addition,
certain accrued and unpaid lease and service payments were converted into a
$2,000,000 secured 86 month note (the "Lessor's Note"). The Lessor's Note
bears interest at an annual rate of 4%, payable in arrears, and will mature
in February, 2002. Monthly payments of interest only are due through
November, 1995. Thereafter the principal balance of the Lessor's Note will
amortize in 75 equal monthly installments until maturity. The Lessor's Note
is secured by a lien on the Accounts Receivable of CuraCare, Inc. and
American Shared-CuraCare. The Lessor's Note is also secured by a lien on two
CT units and one Ultrasound unit.
3. Subordinated Notes. On May 5, 1995, in lieu of a previously negotiated
restructuring that would have resulted in the exchange of 96% of the Senior
Subordinated Notes for 89.4% of the Company's common stock, the Company
agreed to repurchase such
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<PAGE> 15
Subordinated Notes (including accrued, unpaid interest) for a combination of
cash and equity equal to approximately 25% of the Company's fully diluted
outstanding shares. On May 17, 1995 the Company completed its repurchase of
approximately 96% of its Subordinated Notes from the four Noteholders. The
four Noteholders received approximately $3,900,000 in cash, plus a total of
819,000 shares of common stock (equal to approximately 20% of the Company's
then fully diluted outstanding common shares), and warrants for an
additional 216,000 shares of common stock (equal to approximately 5% of the
then fully diluted common shares). The warrants are immediately exercisable
for $0.75 per share.
The restructuring results in annual interest savings from the Subordinated
Notes of approximately $2,890,000. In addition, under the terms of the
Subordinated Notes, the Subordinated Notes would have matured in October
1996. After the restructuring there still remain outstanding approximately
$773,000 of Subordinated Notes with required annual interest payments of
$125,000. The Company paid accrued and unpaid interest through April 15,
1995 of approximately $460,000 to holders of unexchanged Subordinated Notes
on the May 17, 1995 closing date. Subsequently, the Company made when due
its October 15, 1995 interest payment on the unexchanged Subordinated Notes.
The repurchase of the Subordinated Notes was completed with the
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<PAGE> 16
proceeds of three new credit facilities made available to the Company. One
credit facility is a 48 month level amortizing loan of $2,500,000 at an
interest rate of 15%. This term loan is secured by various unencumbered
equipment, the Company's Modesto, California real property and accounts
receivable. The proceeds were used to repurchase Subordinated Notes,
refinance certain equipment and provide working capital. The second credit
facility is a two year, $4,000,000 interest only revolving credit facility
at Bank of America prime lending rate plus five percent (5%). The revolving
credit facility, secured by the Company's Accounts Receivable had a
$3,286,000 loan balance as of September 30, 1995. The proceeds were used to
repurchase Subordinated Notes. The Company had additional borrowing capacity
of $209,000 under its revolving credit facility, based on its eligible
Accounts Receivable valuation at September 30, 1995. The third credit
facility is an 18 month level amortizing loan of $1,500,000 at an interest
rate of 10.5%. The proceeds were utilized to refinance certain equipment and
provide additional working capital. The payments on the loan were
restructured in September, 1995 from $90,431 per month to $40,203 per month
effective September 17, 1995, and to extend the loan term to September 17,
1998.
At the Company's Annual Shareholders meeting held on October 6, 1995, the
Company's shareholders approved the issuance of an option for an additional
1,495,000 common shares to Dr. Bates as
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<PAGE> 17
further consideration for his continued service to the Company and his
personal guarantee of $6,500,000 of the Company's new credit facilities. As
a result of this issuance, Dr. Bates holds approximately 40% of the
Company's fully diluted outstanding shares and the four Selling Noteholders
received 374,000 additional common shares and warrants for an additional
98,000 common shares to maintain their respective fully diluted ownership of
the common shares. Existing shareholders own approximately 28% of the common
shares on a fully diluted basis.
The various restructuring transactions described above cured all of the
Company's outstanding defaults. The Company nevertheless remains highly
leveraged and has significant cash payment requirements under its equipment
leases and credit facilities. Scheduled cash equipment lease payments during
the next 12 months are $9,444,000 and scheduled interest and principal
payments under the Company's other loan obligations during such period are
approximately $2,854,000. The Company's cash flow during the first nine
months of 1995 was not sufficient to make these payments, in addition to the
Company's normal, recurring operating expenses. Accordingly, the Company
during the next 12 months must increase its revenues and reduce its cost
structure in order to meet its obligations as they become due. There can be
no assurance that the Company will be able to meet its scheduled obligations
during the next 12 months.
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<PAGE> 18
PART II - OTHER INFORMATION
Item 1.Legal Proceedings.
None.
Item 2. Changes in Securities.
None
Item 3. Defaults upon Senior Securities
None.
Item 4. Submission of Matters to a Vote of Securities Holders.
The Company's Annual Meeting of Shareholders was held on October 6, 1995. At
the meeting, the following matters were voted upon by the Shareholders with
the results set forth below:
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<PAGE> 19
<TABLE>
<CAPTION>
1. Election of
Directors:
In Favor Withheld
<S> <C> <C> <C> <C>
Bates 3,504,504 65,020
Barnes 3,502,504 67,020
Brown 3,502,204 67,320
Ruffle 3,504,504 65,020
White 3,504,504 65,020
Wilson 3,504,504 65,020
Number of Shares Voting Broker
For Against Abstaining Non-Votes
--- ------- ---------- ---------
2 Company's 1995 Stock Option Plan 2,649,868 157,118 55,212 707,326
3. Grant of a non-qualified option
to purchase 1,495,000 common
shares to the Company's Chairman
and Chief Executive Officer 1,519,781 223,136 1,196,612(1) 629,995
</TABLE>
(1) includes 1,191,000 shares held by Dr. Bates which were not entitled to vote
on this proposal.
Item 6. Exhibits and Reports on Form 8-K.
None.
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<PAGE> 20
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
AMERICAN SHARED HOSPITAL SERVICES
Registrant
Date: November 14, 1995 /s/ Ernest A. Bates, M.D.
-----------------------------
Ernest A. Bates, M.D.
Chairman of the Board and
Chief Executive Officer
Date: November 14, 1995 /s/ James A. Gordin
-----------------------------
James A. Gordin
Vice President - Acting Chief
Financial Officer
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<PAGE> 21
EXHIBIT INDEX
Exhibit No. Description
27 Financial Data Schedule.
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> DEC-31-1995
<PERIOD-START> JAN-01-1995
<PERIOD-END> SEP-30-1995
<CASH> 593
<SECURITIES> 0
<RECEIVABLES> 6,937
<ALLOWANCES> 1,189
<INVENTORY> 98
<CURRENT-ASSETS> 7,386
<PP&E> 34,976
<DEPRECIATION> 12,513
<TOTAL-ASSETS> 31,864
<CURRENT-LIABILITIES> 15,578
<BONDS> 25,390
<COMMON> 10,141
0
0
<OTHER-SE> 849
<TOTAL-LIABILITY-AND-EQUITY> 31,864
<SALES> 25,517
<TOTAL-REVENUES> 25,517
<CGS> 0
<TOTAL-COSTS> 26,143
<OTHER-EXPENSES> 4,271
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 4,233
<INCOME-PRETAX> (8,737)
<INCOME-TAX> 0
<INCOME-CONTINUING> (8,737)
<DISCONTINUED> 0
<EXTRAORDINARY> 20,378
<CHANGES> 0
<NET-INCOME> 11,641
<EPS-PRIMARY> 3.25
<EPS-DILUTED> 3.25
</TABLE>
