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): November 17, 2015
American CareSource Holdings, Inc.
(Exact Name of Registrant as Specified in Charter)
Delaware | 001-33094 | 20-0428568 | ||
(State or Other Jurisdiction of Incorporation) | (Commission File Number) | (I.R.S. Employer Identification Number) |
1170 Peachtree Street NE, Suite 2350 Atlanta, Georgia 30309 |
(Address of Principal Executive Offices) (Zip Code) |
Registrant's telephone number, including area code: (404) 465-1000
________________________________________________________________________________
(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: |
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[ ] | 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)) |
Item 2.02. Results of Operations and Financial Condition.
On November 17, 2015, American CareSource Holdings, Inc. (the "Company") issued a press release reporting its results for the nine months and three months ended September 30, 2015. A copy of the earnings release issued by the Company with respect to these matters is attached hereto as Exhibit 99.1 and incorporated herein by reference.
Item 7.01. Regulation FD Disclosure.
The information included in Item 2.02 of this Form 8-K, including the press release attached as Exhibit 99.1, is incorporated by reference into this Item 7.01 in satisfaction of the public disclosure requirements of Regulation FD. This information is "furnished" and not "filed" for purposes of Section 18 of the Securities and Exchange Act of 1934, or otherwise subject to the liabilities of that section. It may be incorporated by reference in another filing under the Securities and Exchange Act of 1934 or the Securities Act of 1933 only if, and to the extent that, such subsequent filing specifically references the information incorporated by reference herein.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibit.
Exhibit No.
Description
99.1
Press Release, dated November 17, 2015 reporting financial results for the quarter ended September 30, 2015
SIGNATURE
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.
Date: November 17, 2015 | American CareSource Holdings, Inc. |
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By: | /s/ ADAM S. WINGER Adam S. Winger Vice President of Acquisitions, Interim Chief Financial Officer, General Counsel, Secretary |
EXHIBIT INDEX
Exhibit |
|
|
99.1 |
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Press Release, dated November 17, 2015 reporting financial results for the quarter ended September 30, 2015 |
EXHIBIT 99.1
ATLANTA, Nov. 17, 2015 (GLOBE NEWSWIRE) -- American CareSource Holdings, Inc. (Nasdaq:GNOW), owner and operator of urgent and primary care centers and a leading national network of ancillary healthcare providers, yesterday reported net revenue of $6.5 million for the third quarter of 2015, as compared with $6.8 million for the third quarter of 2014.
The net loss for the third quarter ended September 30, 2015, was $2.2 million, as compared with a net loss of $1.5 million for the third quarter of 2014. The increase in the net loss is primarily attributable to costs incurred in the support and operation of our growing urgent and primary care business.
Urgent and Primary Care Center Highlights
Ancillary Network Highlights
Shared Services
Financial Liquidity
Rule 134 Disclosure
A registration statement on Form S-1 relating to these securities has been filed with the Securities and Exchange Commission but has not yet become effective. These securities may not be sold nor may offers to buy be accepted prior to the time that the registration statement becomes effective.
A copy of the preliminary prospectus related to the offering may be obtained, when available, by written request to American CareSource Holdings, Inc., attn.: Adam S. Winger, 1170 Peachtree Street NE, Suite 2350 Atlanta, Georgia 30309 or by email to awinger@gonowdoctors.com.
This press release shall not constitute an offer to sell or a solicitation of an offer to buy, nor shall there be any sale of these securities in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.
About American CareSource Holdings, Inc.
American CareSource Holdings, Inc. is the owner of a growing chain of ten urgent and primary care centers and an ancillary services network that provides ancillary healthcare services through its nationwide provider network.
Forward-Looking Statements
Statements in this press release that are forward-looking are based upon current expectations, and actual results or future events may differ materially. Therefore, the inclusion of such forward-looking information should not be regarded as a representation by us that our objectives or plans will be achieved. Such statements include, but are not limited to, our expectations regarding the revenues from our ancillary network business and the sale of our ancillary network business. Words such as "expects," "believes," "anticipates," "intends," "should," "plans," and variations of such words and similar expressions are intended to identify such forward-looking statements. Forward-looking statements contained herein involve numerous risks and uncertainties, and there are a number of factors that could cause actual results or future events to differ materially, including, but not limited to, our ability to attract or maintain patients, clients or providers or achieve our financial results, changes in national healthcare policy, federal or state regulation, and/or rates of reimbursement, including without limitation to the impact of the Patient Protection and Affordable Care Act, Health Care and Educational Affordability Reconciliation Act and medical loss ratio regulations, general economic conditions (including economic downturns and increases in unemployment), the Company's ability to successfully implement our growth strategy for the urgent and primary care business, the Company's ability to identify and acquire target centers, increased competition in the urgent care and primary care market, the Company's ability to recruit and retain qualified physicians and other healthcare professionals, reduction in reimbursement rates from governmental payors, lower than anticipated demand for services, pricing, market acceptance or preference, changes in the business relationship with significant clients, term expirations of contracts with significant clients, increased competition, the Company's inability to maintain a network of ancillary service providers that is adequate to generate significant claims volume, increased competition in the ancillary network business, the Company's inability to manage growth, implementation and performance difficulties, and other risk factors detailed from time to time in the Company's periodic filings with the Securities and Exchange Commission. Except as otherwise required by law, the Company undertakes no obligation to update or revise these forward-looking statements.
AMERICAN CARESOURCE HOLDINGS, INC. | |||
CONSOLIDATED STATEMENTS OF OPERATIONS | |||
(Unaudited) | |||
(amounts in thousands, except per share data) | |||
Three months ended September 30, | |||
2015 | 2014 | ||
Net revenues: | |||
Ancillary network | $ 4,293 | $ 5,656 | |
Urgent and primary care | 2,225 | 1,107 | |
Total net revenues | 6,518 | 6,763 | |
Operating expenses: | |||
Ancillary network provider payments | 3,130 | 3,929 | |
Ancillary network administrative fees | 275 | 278 | |
Ancillary network other operating costs | 1,080 | -- | |
Ancillary network prepaid write-off | -- | -- | |
Salaries, wages, contract medical professional fees and related expenses | 2,493 | 2,406 | |
Facility expenses | 337 | 212 | |
Medical supplies | 225 | 66 | |
Other operating expenses | 1,183 | 1,265 | |
Intangible asset impairment | -- | -- | |
Depreciation and amortization | 274 | 235 | |
Total operating expenses | 8,997 | 8,391 | |
Operating (loss) | (2,479) | (1,628) | |
Other (income) expense : | |||
(Gain) on cancellation of acquisition promissory note | (289) | -- | |
Interest expense: | |||
Interest expense | 101 | 28 | |
(Gain)/loss on warrant liability, net of deferred loan fees amortization | (101) | 24 | |
Total other (income) expense and interest expense | (289) | 52 | |
Loss before income taxes | (2,190) | (1,680) | |
Income tax expense (benefit) | -- | (226) | |
Net (loss) | $ (2,190) | $ (1,454) | |
Basic net loss per share | $ (0.32) | $ (0.22) | |
Diluted net loss per share | $ (0.39) | $ (0.22) | |
Basic weighted-average shares outstanding | 6,921 | 6,745 | |
Diluted weighted-average shares outstanding | 7,038 | 6,745 | |
AMERICAN CARESOURCE HOLDINGS, INC. | ||||||||||
CONSOLIDATED STATEMENTS OF OPERATIONS BY BUSINESS SEGMENT | ||||||||||
(amounts in thousands) | ||||||||||
Three Months | ||||||||||
September 30, 2015 | September 30, 2014 | Change | ||||||||
Urgent and Primary Care | Ancillary Network | Shared Services | Total | Urgent and Primary Care | Ancillary Network | Shared Services | Total | $ | % | |
Net revenues | $ 2,225 | $ 4,293 | $ -- | $ 6,518 | $ 1,107 | $ 5,656 | $ -- | $ 6,763 | $ (245) | -4% |
Operating expenses: | ||||||||||
Ancillary network provider payments | -- | 3,130 | -- | 3,130 | -- | 3,929 | -- | 3,929 | (799) | -20% |
Ancillary network administrative fees | -- | 275 | -- | 275 | -- | 278 | -- | 278 | (3) | -1% |
Ancillary network other operating costs | -- | 1,080 | -- | 1,080 | -- | -- | -- | -- | 1,080 | N/A |
Salaries, wages, contract medical professional fees and related expenses | 1,800 | -- | 693 | 2,493 | 781 | 793 | 832 | 2,406 | 87 | 4% |
Facility expenses | 254 | -- | 83 | 337 | 89 | -- | 123 | 212 | 125 | 59% |
Medical supplies | 225 | -- | -- | 225 | 66 | -- | -- | 66 | 159 | 241% |
Other operating expenses | 401 | -- | 782 | 1,183 | 163 | 250 | 852 | 1,265 | (82) | -7% |
Depreciation and amortization | 122 | 152 | -- | 274 | 81 | 154 | -- | 235 | 39 | 17% |
Total operating expenses | $ 2,802 | $ 4,637 | $ 1,558 | $ 8,997 | $ 1,180 | $ 5,404 | $ 1,807 | $ 8,391 | $ 606 | 7% |
Operating income (loss) | $ (577) | $ (344) | $ (1,558) | $ (2,479) | $ (73) | $ 252 | $ (1,807) | $ (1,628) | $ (851) | 52% |
Other (income) expense: | ||||||||||
Gain on cancellation of acquisition promissory note | (289) | -- | (289) | |||||||
Interest expense: | ||||||||||
Interest expense | 101 | 28 | 73 | |||||||
(Gain)/loss on warrant liability, net of deferred loan fee amortization | (101) | 24 | (125) | |||||||
Total other (income) expense and interest expense | (289) | 52 | (341) | -656% | ||||||
Loss before income taxes | $ (2,190) | $ (1,680) | $ (510) | 30% | ||||||
AMERICAN CARESOURCE HOLDINGS, INC. | ||
CONSOLIDATED BALANCE SHEETS | ||
(amounts in thousands) | ||
September 30, 2015 | December 31, 2014 | |
(Unaudited) | (Audited) | |
ASSETS | ||
Current assets: | ||
Cash and cash equivalents | $ 197 | $ 1,020 |
Accounts receivable | 2,969 | 4,204 |
Prepaid expenses and other current assets | 775 | 612 |
Deferred income taxes | 6 | 6 |
Total current assets | 3,947 | 5,842 |
Property and equipment, net | 3,921 | 4,322 |
Other assets: | ||
Deferred income taxes | 12 | 12 |
Deferred loan fees, net | 1,625 | 2,666 |
Deferred offering costs | 310 | 225 |
Other non-current assets | 104 | 488 |
Intangible assets, net | 705 | 1,437 |
Goodwill | 6,113 | 6,113 |
Total other assets | 8,869 | 10,941 |
Total assets | $ 16,737 | $ 21,105 |
LIABILITIES AND STOCKHOLDERS' EQUITY | ||
Current liabilities: | ||
Lines of credit | $ 5,000 | $ -- |
Due to ancillary network service providers | 2,900 | 2,308 |
Due to HealthSmart, ancillary network | 672 | 903 |
Accounts payable | 944 | 762 |
Accrued liabilities | 2,062 | 1,875 |
Current portion of long-term debt | 351 | 989 |
Capital lease obligations, current portion | 130 | 117 |
Total current liabilities | 12,059 | 6,954 |
Long-term liabilities: | ||
Lines of credit | 5,800 | 4,716 |
Promissory notes and notes payable | -- | 312 |
Capital lease obligations | 1,666 | 1,764 |
Warrant derivative liability | 1,670 | 3,200 |
Other long-term liabilities | 356 | 222 |
Total long term liabilities | 9,492 | 10,214 |
Total liabilities | 21,551 | 17,168 |
Commitments and contingencies | -- | -- |
Stockholders' equity (deficit): | ||
Preferred stock, $0.01 par value; 10,000 shares authorized, none issued | -- | -- |
Common stock, $0.01 par value; 40,000 shares authorized; 6,952 and 6,713 shares issued and outstanding in 2015 and 2014, respectively | 69 | 67 |
Additional paid-in capital | 26,188 | 25,731 |
Accumulated deficit | (31,071) | (21,861) |
Total stockholders' equity (deficit) | (4,814) | 3,937 |
Total liabilities and stockholders' equity (deficit) | $ 16,737 | $ 21,105 |
AMERICAN CARESOURCE HOLDINGS, INC. | ||
CONSOLIDATED STATEMENTS OF CASH FLOWS | ||
(Unaudited) | ||
(amounts in thousands) | ||
Nine months ended September 30, | ||
2015 | 2014 | |
Cash flows from operating activities: | ||
Net loss | $ (9,210) | $ (4,232) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Non-cash stock-based compensation expense | 426 | 366 |
Intangible asset impairment | 520 | -- |
Depreciation and amortization | 857 | 628 |
(Gain) loss on warrant liability, net of deferred loan fees amortization | (489) | 24 |
Gain on cancellation of acquisition promissory note | (289) | -- |
Deferred income taxes | -- | (227) |
Change in deferred rent | 134 | -- |
Changes in operating assets and liabilities, net of effects of acquisitions: | ||
Accounts receivable | 1,235 | (650) |
Prepaid expenses and other assets | 170 | (235) |
Due to ancillary network service providers | 592 | 263 |
Due to HealthSmart, ancillary network | (231) | -- |
Accounts payable | 175 | 391 |
Accrued liabilities | 187 | 576 |
Net cash used in operating activities | (5,923) | (3,096) |
Cash flows from investing activities: | ||
Cost of acquisitions | -- | (5,030) |
Additions to property and equipment | (193) | (422) |
Net cash used in investing activities | (193) | (5,452) |
Cash flows from financing activities: | ||
Proceeds from issuance of common stock and option exercises | 33 | 2,000 |
Proceeds from borrowings under lines of credit | 6,084 | 2,834 |
Principal payments on capital lease obligations | (85) | (14) |
Principal payments on long-term debt | (661) | (17) |
Offering costs, paid and deferred | (78) | -- |
Net cash provided by financing activities | 5,293 | 4,803 |
Net decrease in cash and cash equivalents | (823) | (3,745) |
Cash and cash equivalents at beginning of period | 1,020 | 6,207 |
Cash and cash equivalents at end of period | $ 197 | $ 2,462 |
Supplemental cash flow information: | ||
Cash paid (received) for taxes, net of refunds | $ (6) | $ 25 |
Cash paid for interest | $ 280 | $ 36 |
Supplemental non-cash operating and financing activity: | ||
Offering costs, unpaid and deferred | $ 7 | $ -- |
Reclassified property and equipment from prepaid expenses | $ 51 | $ -- |
Warrants issued as deferred financing costs | $ 347 | $ 1,690 |
Debt issued as consideration in business combination | $ -- | $ 1,308 |
CONTACT: Investor Relations Contact: Adam S. Winger, Interim CFO awinger@gonowdoctors.com Phone (205) 250-8381