-----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, K0jSl4hGeb1+eDdIE1gIV150j6sv/W5vBsf9qJzczuni2LK4rAXSN4OZX1VI68t9 qB5w0n37Oem1w/wLNBz48g== 0001193805-06-001964.txt : 20060811 0001193805-06-001964.hdr.sgml : 20060811 20060811153321 ACCESSION NUMBER: 0001193805-06-001964 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20060811 ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20060811 DATE AS OF CHANGE: 20060811 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: 061024827 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 e600893_8k-americancare.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) August 11, 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 August 11, 2006, American CareSource Holdings, Inc. issued a press release announcing its results for the quarter ended June 30, 2006. 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 August 11, 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: August 11, 2006 By: /s/ David S. Boone ------------------------------- David S. Boone Chief Financial Officer & Chief Operating Officer EX-99.1 2 e600893_ex99-1.txt PRESS RELEASE DATED AUGUST 11, 2006 Contact: Wayne A. Schellhammer Chairman & Chief Executive Officer American CareSource Holdings, Inc. Tel. 214-596-2400 FOR IMMEDIATE RELEASE AMERICAN CARESOURCE HOLDINGS ANNOUNCES SECOND QUARTER 2006 FINANCIAL RESULTS Irving, TX, August 11, 2006 - American CareSource Holdings, Inc. (OTCBB: ACSH.OB) today announced financial results for the quarter and six months ended June 30, 2006. Net revenue increased 172% to $2.8 million in the second quarter of 2006 from $1.0 million in the second quarter of 2005.The contribution margin from these sales increased to $660 thousand in 2006 from a negative $52 thousand in 2005. Net loss for the quarter ended June 30, 2006 was $264 thousand, or $0.02 per share, compared to a loss of $679 thousand, or $0.05 per share, in the prior year. For the six months ended June 30, 2006 net revenue increased 125% to $5.3 million from $2.3 million in the first six months of 2005. The contribution margin from these sales increased to $1.1 million in 2006 from a negative $5 thousand in 2005. Net loss for the six months ended June 30, 2006 was $524 thousand, or $0.04 per share, compared to a loss of $1.2 million, or $0.10 per share, in the prior year. Cash used in operations decreased from $907 thousand for the six months ended June 30, 2005 to $248 thousand in the first six months of 2006. "We are pleased to report significant growth during the second quarter as we continue to build sales momentum," stated Wayne A. Schellhammer, Chief Executive Officer and Chairman of the Board for American CareSource Holdings. "While our sales cycle is proving to be slightly longer than we anticipated, we are very encouraged with our near term sales prospects." About American CareSource Holdings, Inc. American CareSource Holdings, Inc is a comprehensive ancillary care service provider offering a national network of more than 21,000 ancillary provider locations. 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. (more) Page 2 Any statements that are not historical facts contained in this release are forward-looking statements particularly those statements related to potential annual billed revenue under the client implementation and the number of additional payors that may be added to the company's network. It is possible that the assumptions made by American CareSource Holdings, Inc. for purposes of such statements may not materialize in that actual results could differ materially from anticipated results. The client for which services are to be provided may terminate its agreement, providers may withdraw from the company's program or other factors may affect the ability of the Company to recognize any revenue in connection with their relationship. Such statements may involve further 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, regulatory conditions and other risks identified in this release, and the Securities and Exchange Commission filings of American CareSource Holdings, Inc. ### (Tables to Follow) AMERICAN CARESOURCE HOLDINGS, INC. AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS (UNAUDITED)
As of June 30, December 31, ASSETS 2006 2005 ============== ============== CURRENT ASSETS Cash $ 5,370,354 $ 23,399 Accounts Receivable 1,670,154 482,159 Other 114,349 30,151 Total Current Assets 7,154,857 535,709 Net Property, Plant, and Equipment 154,747 175,608 Intangible Assets 1,814,610 1,921,401 Goodwill 4,361,299 4,361,299 Total Assets $ 13,485,513 $ 6,994,017 ============== ============== LIABILITIES AND STOCKHOLDERS' EQUITY Current Liabilities Due to Service Providers $ 1,400,909 $ 386,217 Accounts Payable and Accrued Liabilities 560,570 352,383 Current Maturities of Long-Term Debt 346,933 20,231 Total Current Liabilities 2,308,412 758,831 Long-Term Debt 48,858 3,845,929 Total Liabilities 2,357,270 4,604,760 STOCKHOLDERS' EQUITY: Common Stock-par value $0.01, 40,000,000 shares authorized 144,521 123,713 and 14,452,071 and 12,371,309 shares issued and outstanding as of June 30, 2006 and December 31, 2005 respectively Preferred Stock-par value $0.01, 10,000,000 shares authorized and none outstanding 0 0 Additional Paid in Capital 16,884,584 7,734,800 Deferred Debt Issuance Cost (138,900) (231,500) Accumulated (Deficit) (5,761,962) (5,237,756) Total Stockholders' Equity 11,128,243 2,389,257 Total Liabilities and Equity $ 13,485,513 $ 6,994,017 ============== ==============
See notes to unaudited consolidated financial statements. AMERICAN CARESOURCE HOLDINGS, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)
Three Months Ended June 30, 2006 2005 --------------------------------------- REVENUES Net Ancillary Health $ 2,796,623 $ 1,005,014 Patient Claims Processing 33,318 33,803 --------------------------------------- Net Revenue 2,829,941 1,038,817 Total Cost of Revenues 2,169,835 1,090,913 --------------------------------------- Contribution Margin 660,106 (52,096) --------------------------------------- Selling, General, and Administrative Expense 804,225 482,812 Depreciation and Amortization 80,099 83,912 --------------------------------------- Total Operating Expense 884,324 566,724 --------------------------------------- Operating (Loss) (224,218) (618,820) --------------------------------------- Other (Income) Expense 34,754 (7,378) Debt Issuance Cost 46,300 35,748 Net Interest and Finance Cost (41,303) 31,563 --------------------------------------- Total Other Expense 39,751 59,933 Net (Loss) Before Income Tax (263,969) (678,753) Income Tax Expense 0 0 --------------------------------------- Net (Loss) $ (263,969) $ (678,753) ======================================= NET LOSS PER SHARE - BASIC AND DILUTED $ (0.02) $ (0.05) WEIGHTED AVERAGE COMMON SHARES 14,447,061 12,371,309
See notes to unaudited consolidated financial statements. AMERICAN CARESOURCE HOLDINGS, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)
Six Months Ended June 30, 2006 2005 --------------------------------------- REVENUES Net Ancillary Health $ 5,228,855 $ 2,213,876 Patient Claims Processing 65,467 134,125 --------------------------------------- Net Revenue 5,294,322 2,348,001 Total Cost of Revenues 4,215,309 2,352,552 --------------------------------------- Contribution Margin 1,079,013 (4,551) --------------------------------------- Selling, General, and Administrative Expense 1,335,490 937,890 Depreciation and Amortization 158,347 160,426 --------------------------------------- Total Operating Expense 1,493,837 1,098,316 --------------------------------------- Operating (Loss) (414,824) (1,102,867) --------------------------------------- Other (Income) Expense 37,386 (7,378) Debt Issuance Cost 92,600 59,580 Net Interest and Finance Cost (20,604) 42,180 --------------------------------------- Total Other Expense 109,382 94,382 Net (Loss) Before Income Tax (524,206) (1,197,249) Income Tax Expense 0 0 --------------------------------------- Net (Loss) $ (524,206) $ (1,197,249) ======================================= NET LOSS PER SHARE - BASIC AND DILUTED $ (0.04) $ (0.10) WEIGHTED AVERAGE COMMON SHARES 13,862,855 12,371,309
See notes to unaudited consolidated financial statements. AMERICAN CARESOURCE HOLDINGS, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
Six Months Six Months Ended Ended June 30, 2006 June 30, 2005 -------------------------------------- OPERATING ACTIVITIES: Net loss $ (524,206) $ (1,197,249) Adjustments to reconcile net loss to net cash used in operating activities: Stock option compensation expense 74,392 -- Depreciation and amortization 158,347 160,426 Compensation expense related to warrants 92,600 59,580 (Gain) on Disposal of Assets -- (7,378) Changes in operating assets and liabilities: (Increase) decrease in accounts receivable (1,187,995) 23,769 (Increase) in other current assets (84,198) (39,598) Increase in accounts payable and accrued liabilities 208,187 100,180 Increase (decrease) in amounts payable to service providers 1,014,692 (7,187) -------------------------------------- Net cash used in operating activities (248,181) (907,457) -------------------------------------- INVESTING ACTIVITIES: Purchase of Property and equipment (30,695) (188,021) Proceeds from the Sale of Equipment -- 31,656 -------------------------------------- Net cash used in investing activities (30,695) (156,365) -------------------------------------- FINANCING ACTIVITIES: Borrowings from line of credit 200,000 1,993,328 Payment on line of credit or long term debt (3,670,369) (43,256) Net proceeds from the exercising of stock options 26,352 -- Net proceeds from the sale of capital stock 9,069,848 -- Net (payments) to parent company -- (873,339) -------------------------------------- Net cash provided by financing activities $ 5,625,831 $ 1,076,733 -------------------------------------- NET INCREASE IN CASH AND CASH EQUIVALENTS $ 5,346,955 $ 12,911 CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD 23,399 16,749 -------------------------------------- CASH AND CASH EQUIVALENTS AT END OF PERIOD $ 5,370,354 $ 29,660 ====================================== Supplemental disclosures cash flow information Cash paid for interest expense $ 46,995 $ 41,133
See notes to unaudited consolidated financial statements. -----END PRIVACY-ENHANCED MESSAGE-----