8-K

United States

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, 2008

AMERICAN CARESOURCE HOLDINGS, INC.

(Exact Name of Registrant as Specified in its Charter)

Delaware	001-33094	20-0428568
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)
5429 Lyndon B. Johnson Freeway, Suite 700, Dallas, Texas		75240
(Address of Principal Executive Offices)		(Zip Code)
Registrant’s telephone number, including area code ( 972) 308-6830
(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, 2008, American CareSource Holdings, Inc. (the “Registrant”) issued a press release announcing its results for the fourth quarter and year ended December 31, 2007.  A copy of the press release is attached hereto as Exhibit 99.1.

In accordance with General Instruction B-2 of Current Report on Form 8-K, the information in this Current Report on Form 8-K is furnished under Item 2.02 - “Results of Operations and Financial Condition.”  The information presented herein, included the exhibit attached hereto, shall not be deemed to be “filed” for any purpose, including for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that Section.  The information in this Current Report on Form 8-K shall not be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act except as expressly set forth by specific reference in such a filing.

ITEM 9.01  Financial Statements and Exhibits

(a)           Financial Statements of Businesses Acquired:

None.

(b)           Pro Forma Financial Information:

None.

(c)           Shell Company Transactions:

None.

(d)           Exhibits

This exhibit is furnished pursuant to Item 2.02 and shall not be deemed to be “filed.”

99.1 Press release of Registrant dated March 31, 2008

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, 2008	By:  /s/ Steven J. Armond
	Steven J. Armond
	Chief Financial Officer

Exhibit Index

Exhibit No.	Description
99.1	Press release of Registrant dated March 31, 2008

EX-99.1

Exhibit 99.1

Contact:

David S. Boone

Chief Executive Officer

American CareSource Holdings, Inc.

Tel: 972-308-6830

FOR IMMEDIATE RELEASE

AMERICAN CARESOURCE HOLDINGS REPORTS RECORD FINANCIAL RESULTS

FOR 2007 FOURTH QUARTER AND YEAR END

- Company reports Q4 profit of $319 thousand, or $0.02 per share -

DALLAS, TX – March 31, 2008 -- American CareSource Holdings, Inc. (AMEX: XSI) today announced record financial and operational results for the fourth quarter and year ended December 31, 2007.  Highlights include:

• Reported a quarterly profit of $319 thousand in net income, or $0.02 per share – the largest profit in the Company’s history.

• Achieved $10.1 million in revenue for the quarter, a record 260% rise in revenues for Q4 2007 compared to Q4 2006.

• Achieved $23.5 million in revenue for the year, a 106% increase in revenues for 2007 compared to 2006.

• Generated EBITDA, as adjusted, of $222 thousand for the quarter and $(85) thousand for the year.

− EBITDA, as adjusted, (a non-GAAP measure) is defined as income (loss) from operations less depreciation and amortization, non-cash warrant and option compensation expense and executive severance. EBITDA, as adjusted, should be considered in addition to, but not in lieu of, income (loss) from operations reported under generally accepted accounting principles (GAAP).

• The Company finished the year with $4.3 million in cash on hand and generated $687 thousand in cash from operating activities in the fourth quarter.

• Claims volume increased to 51,039 for Q4 2007, up 243% over Q4 2006.

• Recent key executive additions:

− Cornelia Outten appointed to Vice President of Network Development

− Rost A. Ginevich named Chief Information Officer

Commenting on today’s announcement, David S. Boone, Chief Executive Officer of American CareSource, stated, “We are delighted to report such strong financial results for the fourth quarter and year ended December 31, 2007.  We worked diligently during the past year to make the transition from a network provider to an ancillary services provider that works in true partnership with its clients, and I am pleased to say that we achieved this goal. As a result, we were successful in adding new clients while expanding many of our existing client relationships. This has translated into a greater than tripling of revenues for the fourth quarter of 2007 compared to 2006 and a substantial increase in claims volume for the period.

“Our continued growth has necessitated an expansion of the management team.  In February 2008, Cornelia Outten was appointed to the position of Vice President of Network Development and, just recently, Rost Ginevich joined the Company in the newly created position of Chief Information Officer.  Cornelia and Rost each bring to American CareSource over 20 years of experience in their fields of expertise and are already contributing greatly to our growth goals.”

Revenues for the fourth quarter of 2007 rose 260% to $10.1 million compared to $2.8 million in the fourth quarter of 2006. For the year ended December 31, 2007, the Company reported revenues of $23.5 million, a 106% increase compared to revenues of $11.4 million in the same period of 2006.

The Company reported net income of $319 thousand, or $0.02 per share, for the fourth quarter of 2007, compared to a net loss of $673 thousand, or $0.04 per share, in the same period last year. Factors affecting positive current quarter results include increases in revenue from Texas True Choice and HealthSmart, and the implementation of American Administrative Group (AAG) and two other clients.

For the year ended December 31, 2007, the Company reported a net loss of $820 thousand, or $0.06 per share, compared to a net loss of $1.3 million, or $0.09 per share, for the same period in 2006. Excluding the one time charge for the departure of the Company’s former Chief Executive Officer, the net loss for the year ended December 31, 2007 was $490 thousand.

Cash provided by operations was $687 thousand in the fourth quarter of 2007 versus $38 thousand in the fourth quarter of 2006. At December 31, 2007, the Company had $4.3 million in cash and cash equivalents compared to $5.0 million at December 31, 2006.

Conference Call

As previously announced, American CareSource will hold a conference call to discuss financial results of the fourth quarter ended December 31, 2007 as follows:

Date: Monday, March 31, 2008

Time: 11:00 AM ET/10:00 AM CT

Dial-in numbers: 877-627-6544 (U.S. & Canada) or 719-325-4918

Live webcast: www.anci-care.com, under “News and Events”

The teleconference replay will be available two hours after completion through Monday, April 7, 2008 at 888-203-1112 (U.S. only) or 719-457-0820. The replay pass code is 6401182. The archived webcast will be available for one year on the Company’s investor website, www.anci-care.com, under “News and Events.”

About American CareSource Holdings, Inc.

American CareSource Holdings, the first national, publicly traded ancillary care network services company, offers a comprehensive national network of more than 25,000 ancillary provider sites. Through its product offerings, American CareSource helps its clients reduce the cost of ancillary services rendered through its network of providers in more than 30 service categories. The Company’s ancillary network and 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 federal and local governments.

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Safe Harbor Statement Under the Private Securities Litigation Reform Act of 1995:

Any statements that are not historical facts contained in this release are forward-looking statements. It is possible that the assumptions made by American CareSource Holdings, Inc. 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 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 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)

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AMERICAN CARESOURCE HOLDINGS, INC.

CONSOLIDATED BALANCE SHEETS

DECEMBER 31, 2007 AND 2006

	December 31, 2007			December 31, 2006
ASSETS
CURRENT ASSETS
Cash and cash equivalents	$	4,272,498		$	5,025,380
Accounts receivable		3,651,203			1,334,950
Prepaid and other current assets		409,445			33,515
Total current assets		8,333,146			6,393,845
NET PROPERTY AND EQUIPMENT		332,450			266,555
OTHER ASSETS
Certificate of deposit restricted		145,000			145,000
Deferred taxes		255,731			-
Other non-current assets		237,246			-
Net intangible assets		1,494,238			1,707,819
Goodwill		4,361,299			4,361,299
Total other assets		6,493,514			6,214,118
Total assets	$	15,159,110		$	12,874,518
LIABILITIES AND STOCKHOLDERS’ EQUITY
CURRENT LIABILITIES
Due to service providers	$	3,344,278		$	1,077,174
Accounts payable and other accrued liabilities		1,320,036			761,926
Current maturities of long-term debt		55,697			352,718
Total current liabilities		4,720,011			2,191,818
LONG-TERM DEBT		50,348			101,541
Total liabilities		4,770,359			2,293,359
STOCKHOLDERS’ EQUITY
Common stock, par value $0.01, 40,000,000 shares authorized and 14,668,416 and 14,484,115 issued and outstanding as of December 31, 2007 and December 31, 2006, respectively		146,684			144,841
Preferred stock, par value .01, 10,000,000 shares authorized and none outstanding as of December 31, 2007 and 2006		-			-
Additional paid-in-capital		17,613,880			17,034,201
Deferred debt issuance cost		-			(46,300	)
Accumulated (deficit)		(7,371,813	)		(6,551,583	)
Total stockholders’ equity		10,388,751			10,581,159
Total liabilities and stockholder’s equity	$	15,159,110		$	12,874,518

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AMERICAN CARESOURCE HOLDINGS, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS

FOR THE THREE MONTHS ENDED DECEMBER 31, 2007 AND 2006

	2007			2006
Revenues:
Ancillary health	$	10,124,555		$	2,810,792
Patient claims processing		-			-
Total revenues		10,124,555			2,810,792
Total costs of revenues		8,929,876			2,442,147
Contribution margin		1,194,679			368,645
Selling, general and administrative expense		1,076,255			966,522
Depreciation and amortization		80,679			80,686
Total operating expenses		1,156,934			1,047,208
Operating income/(loss)		37,745			(678,563	)
Financing (income) expenses:
Interest (income)		(49,657	)		(61,344	)
Interest expense		1,414			9,724
Debt issuance cost		-			46,300
Total financing (income)/expenses		(48,243	)		(5,320	)
Net income/(loss) before income taxes		85,988			(673,243	)
Income tax benefit		(232,754	)		-
Net Income/(Loss)	$	318,742		$	(673,243	)
Net Income/(Loss) per share – basic	$	0.02		$	(0.04	)
Weighted Average Shares Outstanding – basic		14,659,757			14,478,990
Net Income/(Loss) per share – diluted	$	0.02		$	(0.04	)
Weighted Average Shares Outstanding – diluted		17,253,245			14,478,990
Reconciliation of Income (Loss) from Operations
To EBITDA, as adjusted:
Operating Income/(Loss)		37,745			(678,563	)
Depreciation and Amortization		80,679			80,686
EBITDA		118,424			(597,877	)
Executive severance		(8,029	)		-
Non-cash Option/Warrant Compensation Expense		111,321			75,964
EBITDA, as adjusted		221,716			(521,913	)

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AMERICAN CARESOURCE HOLDINGS, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS

FOR THE THREE MONTHS ENDED DECEMBER 31, 2007 AND 2006

	2007			2006
Revenues:
Ancillary health	$	23,487,911		$	11,323,217
Patient claims processing		-			95,337
Total revenues		23,487,911			11,418,554
Total costs of revenues		20,601,600			9,346,927
Contribution margin		2,886,311			2,071,627
Selling, general and administrative expense		3,754,175			3,005,241
Depreciation and amortization		328,839			316,304
Total operating expenses		4,083,014			3,321,545
Operating (loss)		(1,196,703	)		(1,249,918	)
Financing (income) expenses:
Interest (income)		(200,719	)		(194,097	)
Interest expense		10,700			72,806
Debt issuance cost		46,300			185,200
Total financing (income)/expenses		(143,719	)		63,909
Net (loss) before income taxes		(1,052,984	)		(1,313,827	)
Income tax benefit		(232,754	)		-
Net (Loss)	$	(820,230	)	$	(1,313,827	)
Net (Loss) per share – basic and diluted	$	(0.06	)	$	(0.09	)
Weighted Average Shares Outstanding – basic and diluted		14,546,796			14,129,762
Reconciliation of Income (Loss) from Operations
To EBITDA, as adjusted:
Operating Income/(Loss)		(1,196,703	)		(1,249,918	)
Depreciation and Amortization		328,839			316,304
EBITDA		(867,863	)		(933,604	)
Executive severance		329,981			-
Non-cash Option/Warrant Compensation Expense		453,333			213,579
EBITDA, as adjusted		(84,549	)		(720,035	)

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AMERICAN CARESOURCE HOLDINGS, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

FOR THE YEARS ENDED DECEMBER 31, 2007 AND 2006

	2007			2006
CASH FLOWS FROM OPERATING ACTIVITIES
Net (loss)	$	(820,230	)	$	(1,313,827	)
Adjustments to reconcile net loss to net cash
(used in) operating activities
Depreciation and amortization		328,839			316,304
Compensation expense related to warrants		46,300			185,200
Stock option compensation		418,058			213,579
Client management fee expense related to warrants		35,276			-
Deferred taxes		(255,731	)		-
Gain on disposal of assets		-			(32,755	)
Changes in operating assets and liabilities
Accounts receivable		(2,316,253	)		(852,791	)
Prepaid and other assets		(542,626	)		(3,364	)
Due to service providers		2,267,104			690,957
Accounts payable and other accrued liabilities		558,110			409,543
Net cash used in operating activities		(281,153	)		(387,154	)
CASH FLOWS FROM INVESTING ACTIVITIES
Purchase of property and equipment		(181,153	)		(234,376	)
Proceeds from sales of equipment		-			73,462
Purchase of Certificate of Deposit		-			(145,000	)
Net cash used in investing activities		(181,153	)		(305,914	)
CASH FLOWS FROM FINANCING ACTIVITIES
Payments on line of credit, net		-			(3,450,000	)
Proceeds from long term debt		-			135,000
Payments on long term debt		(348,215	)		(96,901	)
Net proceeds from the sale of capital stock		-			9,069,848
Net proceeds from the exercise of stock options		57,639			37,102
Net cash provided by (used in) financing activities		(290,576	)		5,695,049
Net increase (decrease) in cash and cash equivalents		(752,882	)		5,001,981
Cash and cash equivalents at beginning of year		5,025,380			23,399
Cash and cash equivalents at end of year	$	4,272,498		$	5,025,380
SUPPLEMENTAL CASH FLOW INFORMATION, cash paid for interest	$	30,101		$	52,532
SUPPLEMENTAL DISCLOSURE OF NON-CASH OPERATING AND FINANCIAL ACTIVITIES
Warrants issued in payment of client management fees		105,825			-
Warrants issued for stock issuance		-			463,861

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