-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, EOjievqPj9PFctW/EvMRChwNFbwh1TVzfwekzn9vhbE9J34nQsDNb/cps1mDB2A0 vWSt+7ePDZbAmzeI5g4i4g== 0001193805-06-000877.txt : 20060331 0001193805-06-000877.hdr.sgml : 20060331 20060331163434 ACCESSION NUMBER: 0001193805-06-000877 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20060331 ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20060331 DATE AS OF CHANGE: 20060331 FILER: COMPANY DATA: COMPANY CONFORMED NAME: American Caresource Holdings, Inc. CENTRAL INDEX KEY: 0001316645 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-MISC HEALTH & ALLIED SERVICES, NEC [8090] IRS NUMBER: 200428568 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-51603 FILM NUMBER: 06729381 BUSINESS ADDRESS: STREET 1: 8080 TRISTAR DRIVE STREET 2: SUITE 100 CITY: IRVING STATE: TX ZIP: 75063 BUSINESS PHONE: 972-871-7912 MAIL ADDRESS: STREET 1: 8080 TRISTAR DRIVE STREET 2: SUITE 100 CITY: IRVING STATE: TX ZIP: 75063 FORMER COMPANY: FORMER CONFORMED NAME: American Caresouce Holdings, Inc. DATE OF NAME CHANGE: 20050204 8-K 1 e600399_8k-americare.txt CURRENT REPORT Securities and Exchange Commission Washington, DC 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) March 31, 2006 AMERICAN CARESOURCE HOLDINGS, INC. (Exact Name of Registrant as Specified in its Charter) Delaware 000-51603 20-0428586 - -------------------------------------------------------------------------------- (State or Other Jurisdiction (Commission File Number) (IRS Employer of Incorporation) Identification No.) 8080 Tristar Drive, Irving, Texas 75063 - -------------------------------------------------------------------------------- (Address of Principal Executive Offices) (Zip Code) Registrant's telephone number, including area code (214) 596-2400 - -------------------------------------------------------------------------------- (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 (see General Instruction A.2.) |_| 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 March 31, 2006, American CareSource Holdings, Inc. issued a press release announcing its results for the year ended December 31, 2005. A copy of the press release is attached as Exhibit 99.1 ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS. (c) Exhibits This exhibit is furnished pursuant to Item 2.02 and shall not be deemed to be "filed". Exhibit No. Description - ----------- ----------- 99.1 Press Release of American CareSource Holdings, Inc., dated March 31, 2006. 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 CARESOURCE HOLDINGS, INC. Date: March 31, 2006 By: /s/ David S. Boone ------------------------------ David S. Boone Chief Financial Officer & Chief Operating Officer EX-99.1 2 e600399_ex99-1.txt PRESS RELEASE Contact: Wayne A. Schellhammer Chairman & Chief Executive Officer American CareSource Holdings, Inc. Tel. 214-596-2400 FOR IMMEDIATE RELEASE AMERICAN CARESOURCE HOLDINGS REPORTS YEAR-END FINANCIAL RESULTS Irving, TX, March 31, 2006 - American CareSource Holdings, Inc. (OTCBB: ACSH.OB) today announced financial results for its fourth quarter and year ended December 31, 2005. Revenues for the fiscal year 2005 were approximately $4.4 million compared to approximately $6.0 million last year. The decrease in revenue was primarily due to the Company redirecting its focus on providing ancillary care benefit management services to direct payors, Third Party Administrators (TPAs) and the elimination of contracts that did not support the Company's long-term business model. Net loss for the fiscal year 2005 was $2.4 million, or $0.19 per share, compared to $2.8 million, or $0.23 per share last year. During 2004 there was an $800,000 non cash charge for goodwill impairment, while there was no impairment during 2005. "We are very proud of our accomplishments during the past year," stated Wayne A. Schellhammer, Chief Executive Officer and Chairman of the Board for American CareSource Holdings. "Foremost, through the hard work of our employees, we expanded our network from 12,000 to over 20,000 sites. In addition, we designed and implemented a software package that identifies the available cost savings opportunities for new clients by matching individual claims data on an exact match basis from the client's claim history, something we believe no other company in our industry space can do. Our team also completed the design and implementation of our propriety software to revalue claims automating over 90 percent of our current and future volume. We are well positioned to handle additional growth and continue to provide exemplary service to which our current clients are accustomed." About American CareSource Holdings, Inc.: American CareSource Holdings, the first national, publicly traded ancillary care benefit management company, is a comprehensive ancillary care service provider offering a national network of more than 20,000 ancillary provider sites. American CareSource Holdings, Inc.'s ancillary network management provides a complete outsourced solution for a wide variety of healthcare payors and plan sponsors including self-insured employers, indemnity insurers, PPOs, HMOs, third party administrators and both the Federal and local governments. Through its product offerings, American CareSource Holdings, Inc. offers its clients substantial discounts on services rendered through its network of ancillary care providers in more than 30 service categories. For more information on American CareSource, visit www.anci-care.com. (more) Page 2 Any statements that are not historical facts contained in this release are forward-looking statements. It is possible that the assumptions made by management for purposes of such statements may not materialize. Actual results may differ materially from those projected or implied in any forward-looking statements. Such statements may involve risks and uncertainties, including but not limited to those relating to product demand, pricing, market acceptance, the effect of economic conditions, and intellectual property rights, and the outcome of competitive products, risks in product development, the results of financing effort, the ability to complete transactions, and other risks identified in this release, and the Securities and Exchange Commission filings of American CareSource Holdings, Inc. ### (Tables to Follow) Page 3 AMERICAN CARESOURCE HOLDINGS, INC. CONSOLIDATED BALANCE SHEETS AS OF DECEMBER 31, 2005 AND 2004
2005 2004 ---- ---- ASSETS CURRENT ASSETS Cash $ 23,399 $ 16,749 Accounts receivable 482,159 460,691 Prepaid and other current assets 30,151 12,795 ------------------------------- Total current assets 535,709 490,235 NET PROPERTY AND EQUIPMENT 175,608 111,780 NET INTANGIBLE ASSETS 1,921,401 2,134,983 GOODWILL 4,361,299 4,361,299 ------------------------------- $ 6,994,017 $ 7,098,297 =============================== LIABILITIES AND STOCKHOLDERS' EQUITY CURRENT LIABILITIES Due to service providers $ 386,217 $ 369,553 Accounts payable and other accrued liabilities 352,383 385,899 Payable to Patient Infosystems, Inc. -- 1,651,536 Current maturities of long-term debt 20,231 21,355 ------------------------------- Total current liabilities 758,831 2,428,343 ------------------------------- LONG-TERM DEBT, including $336,277 payable to Patient Infosystems, Inc. at December 31, 2005 less current maturities 3,845,929 219,325 ------------------------------- STOCKHOLDERS' EQUITY Common stock, par value $0.01, 40,000,000 shares authorized and 12,371,309 issued and outstanding as of December 31, 2005 and 2004 123,713 123,713 Preferred stock, par value .01, 10,000,000 shares authorized and none outstanding as of December 31, 2005 and 2004 Additional paid-in-capital 7,734,800 7,158,154 Deferred debt issuance cost (231,500) -- Accumulated (deficit) (5,237,756) (2,831,238) ------------------------------- Total stockholders' equity 2,389,257 4,450,629 ------------------------------- $ 6,994,017 $ 7,098,297 ===============================
Page 4 AMERICAN CARESOURCE HOLDINGS, INC. SUMMARY INCOME STATEMENT AS OF DECEMBER 31, 2005 AND 2004 2005 2004 ---- ---- Revenues: Ancillary health $ 4,219,133 $ 5,512,927 Patient claims processing 198,313 524,397 ---------------------------- Total revenues 4,417,446 6,037,324 Total costs of revenues 4,407,290 5,840,589 ---------------------------- Contribution margin 10,156 196,735 ---------------------------- Selling, general and administrative expense 1,804,793 1,913,976 Impairment of goodwill -- 802,105 Depreciation and amortization 310,915 295,802 ---------------------------- Total operating expenses 2,115,708 3,011,883 ---------------------------- Operating (loss) (2,105,552) (2,815,148) ---------------------------- Other expenses: Interest expense 146,492 12,349 Debt issuance cost 154,474 -- Other -- 3,741 ---------------------------- Total other expenses 300,966 16,090 ---------------------------- Net (loss) before income tax (2,406,518) (2,831,238) Income tax expense -- -- ---------------------------- Net (Loss) $ (2,406,518) $ (2,831,238) ============================ Net (Loss) per share - basic and diluted $ (0.19) $ (0.23) Weighted Average Shares Outstanding 12,371,309 12,371,309 ============================ Page 5 AMERICAN CARESOURCE HOLDINGS, INC. STATEMENT OF CASH FLOW AS OF DECEMBER 31, 2005 AND 2004
2005 2004 ---- ---- CASH FLOWS FROM OPERATING ACTIVITIES Net (loss) $(2,406,518) $(2,831,238) Adjustments to reconcile net loss to net cash (used in) operating activities Depreciation and amortization 310,915 295,802 Goodwill impairment -- 802,105 Stock option compensation 200,000 Gain on disposal of assets (6,729) -- Amortization of debt issuance costs 145,146 -- Changes in operating assets and liabilities Accounts receivable (21,468) 25,744 Prepaid and other assets (17,356) 3,147 Due to service providers 16,664 (340,429) Accounts payable and other accrued liabilitie,s 33,516 (748,426) ----------------------------- Net cash used in operating activities (1,812,862) (2,793,295) ----------------------------- CASH FLOWS FROM INVESTING ACTIVITIES Purchase of property and equipment (126,487) (44,995) Proceeds from sales of equipment 31,656 3,475 Acquisition costs -- (68,093) ----------------------------- Net cash used in investing activities (94,831) (109,613) ----------------------------- CASH FLOWS FROM FINANCING ACTIVITIES Proceeds from line of credit, net 3,250,000 200,000 Proceeds from long term debt 33,727 -- Payments on long term debt (54,125) (293,732) Change in excess of outstanding checks over bank balance -- (189,608) Former parent contributions -- 1,549,751 Net (payments to) advances from former parent (1,315,259) 1,651,536 ----------------------------- Net cash provided by financing activities 1,914,343 2,917,947 ----------------------------- Net increase in cash 6,650 15,039 Cash at beginning of year 16,749 1,710 ----------------------------- Cash at end of year $ 23,399 $ 16,749 ============================= SUPPLEMENTAL CASH FLOW INFORMATION, cash paid for interest $ 145,499 $ 21,483 SUPPLEMENTAL DISCLOSURE OF NON-CASH OPERATING AND FINANCIAL ACTIVIITES Warrants issued for debt guarantees 376,646 -- Stock option compensation 200,000 Advances from former parent converted to long-term debt 336,227 Acquisition of equipment through capital lease 59,601
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