AMERICAN SHARED HOSPITAL SERVICES

CONDENSED CONSOLIDATED BALANCE SHEETS

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

AMERICAN SHARED HOSPITAL SERVICES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Note1. Basis of Presentation

In the opinion of the management of American Shared Hospital Services (“ASHS”), the accompanying unaudited condensed consolidated financial statements contain all adjustments necessary for the fair presentation of ASHS consolidated financial position as of* June 30, 2024*, the results of its operations for thethree andsix-month periods ended* June 30, 2024and2023*, and the cash flows for thesix-month periods ended* June 30, 2024and2023*. The results of operations for thethree andsix-month periods ended* June 30, 2024* arenot necessarily indicative of results on an annualized basis. Consolidated balance sheet amounts as of* December 31, 2023* have been derived from the audited consolidated financial statements.

These unaudited condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements for the year ended* December 31, 2023* included in the ASHS Annual Report on Form10-K filed with the Securities and Exchange Commission (“SEC”) on* April 1, 2024.*

These condensed consolidated financial statements include the accounts of ASHS and its subsidiaries (the “Company”) including as follows: ASHS wholly owns the subsidiaries American Shared Radiosurgery Services (“ASRS”), PBRT Orlando, LLC (“Orlando”), ASHS-Mexico, S.A. de C.V. (“ASHS-Mexico”), ASHS-Rhode Island Proton Beam Radiation Therapy, LLC, ASHS-Bristol Radiation Therapy, LLC,OR21, Inc., and MedLeader.com, Inc. (“MedLeader”); ASHS is the majority owner of Southern New England Regional Cancer Center (“SNERCC”), Roger Williams Radiation Therapy, LLC (“RWRT”) and Long Beach Equipment, LLC (“LBE”); ASRS is the majority-owner of GK Financing, LLC (“GKF”), which wholly owns the subsidiaries Instituto de Gamma Knife del Pacifico S.A.C. (“GKPeru”) and HoldCo GKC S.A. (“HoldCo”). HoldCo wholly owns the subsidiary Gamma Knife Center Ecuador S.A. (“GKCE”). ASHS-Mexico is the majority owner of AB Radiocirugia y Radioterapia de Puebla, S.A.P.I. de C.V. of Puebla (“Puebla”). GKF is the majority owner of the subsidiaries Albuquerque GK Equipment, LLC (“AGKE”) and Jacksonville GK Equipment, LLC (“JGKE”).

The Company (through ASRS) and Elekta AB (“Elekta”), the manufacturer of the Gamma Knife (through its wholly-owned United States subsidiary, GKV Investments, Inc.), entered into an operating agreement and formed GKF. As of* June 30, 2024*, GKF provides Gamma Knife units toten medical centers in the United States in the states of Florida, Illinois, Indiana, Mississippi, Nebraska, New Mexico, New York, Ohio, Oregon, and Texas. GKF also owns and operatestwo single-unit Gamma Knife facilities in Lima, Peru and Guayaquil, Ecuador. The Company through its wholly-owned subsidiary, Orlando, provided proton beam radiation therapy (“PBRT”) and related equipment to a customer in the United States.

On* November 10, 2023,the Company entered into an Investment Purchase Agreement (the “IPA”) with GenesisCare USA, Inc. (the “GenesisCare”) and GenesisCare USA Holdings, Inc. (“GC Holdings”), pursuant to which GenesisCare agreed to sell to the Company its entire equity interest in each of SNERCC and RWRT, (collectively, the “RI Companies”) and to assign certain payor contacts to the Company for a purchase price of $2,850,000 (such transaction, the “RI Acquisition”). The equity interests acquired by the Company under the IPA equates to a 60% interest in each RI Target Company. The RI Companies operatethree* functional radiation therapy cancer centers in Rhode Island. The parties completed the remaining closing conditions pursuant to the IPA and closed the RI Acquisition on* May 7, 2024.Accordingly, activity from May 7, 2024forward is included in the condensed consolidated financial statements. See Note11* - Rhode Island Acquisition to the condensed consolidated financial statements for further information.

On* June 28, 2024,ASHS-Mexico, S.A.P.I. de C.V. signed a Joint Venture Agreement with Hospital San Javier, S.A. de C.V. (“HSJ”) to establish Newco to treat public- and private-paying cancer patients and provide radiosurgery services in Guadalajara, Mexico. The Company and HSJ will hold 70% and 30% ownership interests, respectively, in Newco. Under the agreement, the Company is responsible for upgrading HSJ’s existing Gamma Knife Perfexion system to a Gamma Knife Esprit and paying50%* of all site modification costs required to install the Esprit. The Company doesnot expect that Newco will begin treating patients until thefirst half of2025.

On* April 27, 2022,the Company signed a Joint Venture Agreement with the principal owners of Guadalupe Amor y Bien S.A. de C.V. (“Guadalupe”) to establish Puebla to treat public- and private-paying cancer patients and provide radiation therapy and radiosurgery services in Guadalupe, Mexico. The Company and Guadalupe hold 85% and 15% ownership interests, respectively, in Puebla. Under the agreement, the Company is responsible for providing a linear accelerator upgrade to an Elekta Versa HD, and Guadalupe will be accountable for all site modification costs. The Company formed ASHS-Mexico on October 3, 2022to establish Puebla. Puebla was formed on December 15, 2022and began treating patients in July**2024.* Operating costs incurred during thethree andsix-month periods ended* June 30, 2024* by Puebla, are included in the condensed consolidated statement of operations.

The Company formed the subsidiaries GKPeru, Puebla, and acquired GKCE for the purposes of expanding its business internationally; Orlando and LBE to provide PBRT equipment and services in Orlando, Florida and Long Beach, California, respectively; and AGKE and JGKE to provide Gamma Knife equipment and services in Albuquerque, New Mexico and Jacksonville, Florida, respectively. LBE isnot expected to generate revenue within the nexttwo years.

The Company continues to develop its design and business model for The Operating Room for the21st Century SM through its 50%-owned subsidiaryOR21, LLC (“OR21 LLC”). The remaining 50% is owned by an architectural design company.OR21 LLC isnot expected to generate significant revenue for at least the nexttwo years.

MedLeader was formed to provide continuing medical education online and through videos for doctors, nurses, and other healthcare workers. This subsidiary isnot operational at this time.

All significant intercompany accounts and transactions have been eliminated in consolidation.

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Accounting pronouncements issued and not yet adopted - In* November 2023,the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”)2023-07 Segment Reporting (Topic280): Improvements to Reportable Segment Disclosures*(“ASU2023-07”) which enhances the disclosure requirements for segment reporting, primarily disclosures around significant segment expenses. The key provisions of the amendments require disclosure of significant segment expense reviewed by the Chief Operating Decision Maker (the “CODM”), require disclosure of an “other” segment category, require disclosure of segment profit or loss and assets for interim periods, clarify and require disclosure of other measurements used by the CODM in assessing segment performance and allocating resources, and require disclosure of the CODM’s title and position and an explanation of how the CODM assesses segment performance. ASU2023-07 is effective for annual periods beginning after* December 15, 2023and interim periods within fiscal years beginning after December 15, 2024.The Company is currently evaluating ASU2023*-07 to determine the impact it* may*have on its consolidated financial statements.

In* December 2023,the FASB issued ASU2023*-09 Income Taxes (Topic740*) Improvements to Income Tax Disclosures* (“ASU2023-09”) which requires entities, on an annual basis, to disclose: specific categories in the rate reconciliation, additional information for reconciling items that meet a quantitative threshold, the amount of income taxes paid, net of refunds, disaggregated by jurisdiction, income or loss from continuing operations before income tax, income tax expense from continuing operations disaggregated between foreign and domestic, and income tax expense from continuing operations disaggregated by federal, state and foreign. ASU2023-09 is effective for annual periods beginning after* December 15, 2024.The Company is currently evaluating ASU2023*-09 to determine the impact it* may*have on its consolidated financial statements.

Revenue recognition - The Company recognizes revenues under Accounting Standards Codification (“ASC”)842 Leases (“ASC842”) and ASC606 Revenue from Contracts with Customers (“ASC606”).

Rental revenue from medical equipment leasing (“leasing”) – The Company recognizes revenues under ASC842 when services have been rendered and collectability is reasonably assured, on either a fee per use or revenue sharing basis. The terms of the contracts donot contain any guaranteed minimum payments. The Company’s lease contracts typically have aten-year term and are classified as either fee per use or revenue sharing. Fee per use revenues are recognized at the time the procedures are performed, based on each hospital’s contracted rate and the number of procedures performed. Under revenue sharing arrangements, the Company receives a contracted percentage of the reimbursement received by the hospital. The amount the Company expects to receive is recorded as revenue and estimated based on historical experience. Revenue estimates are reviewed periodically and adjusted as necessary. Some of the Company’s revenue sharing arrangements also have a cost sharing component and net profit share for the operating costs of the center. The Company records an estimate of operating costs which are reviewed on a regular basis and adjusted as necessary to more accurately reflect the actual operating costs and profit. The operating costs and estimated net operating profit are recorded as other direct operating costs in the condensed consolidated statements of operations. For thethree andsix-month periods ended* June 30, 2024*, the Company recognized leasing revenue of approximately $3,899,000 and $8,152,000 compared to $4,812,000 and $9,041,000 for the same periods in the prior year, respectively. Of the ASC842 revenue, for thethree andsix-month periods ended* June 30, 2024*, approximately $2,420,000 and $5,069,000 were for PBRT services, compared to $2,545,000 and $4,859,000 for the same periods in the prior year, respectively.

Direct patient services income (“retail”) – The Company has stand-alone facilities in Lima, Peru and Guayaquil, Ecuador, where contracts exist between the Company’s facilities and the individual patients treated at the facility. Under ASC606, the Company acts as the principal in these transactions and provides, at a point in time, a single performance obligation, in the form of a Gamma Knife treatment. Revenue related to a Gamma Knife treatment is recognized on a gross basis at the time when the patient receives treatment. There isno variable consideration present in the Company’s performance obligation and the transaction price is agreed upon per the stated contractual rate. GKPeru’s payment terms are typically prepaid for self-pay patients and insurance provider payments are paid net30 days. GKCE’s patient population is primarily covered by a government payor and payments are paid betweenthree andsix months following issuance of an invoice. The Company didnot capitalize any incremental costs related to the fulfillment of its customer contracts.

On* May 7, 2024,the Company acquired 60% of the interests of the RI Companies. The RI Companies operate three, existing, stand-alone radiation therapy cancer centers in Woonsocket, Warwick and Providence, Rhode Island, where contracts exist between the Company’s facilities and the individual patients treated at the facility. Under ASC606,* the Company acts as the principal in these transactions and provides, at a point in time, a single performance obligation, in the form of radiation therapy treatment. Revenue related to radiation therapy is recognized at the expected amount to be received, based on insurance contracts and payor mix, when the patient receives treatment. There isno variable consideration present in the Company’s performance obligation and the transaction price is agreed upon per the stated contractual rate. Payment terms at these facilities are typically prepaid for self-pay patients and insurance providers are paid net 30 to 60 days. The Company expects to capitalize customer acquisition costs, incremental costs related to its customer contracts. The Company didnot capitalize any incremental costs related to the fulfillment of its customer contracts. The Company also concluded thethree facilities are part of its retail segment, see further discussion below.

Accounts receivable balances under ASC606 at* June 30, 2024* and* January 1, 2024were $4,558,000 and $1,626,000, respectively. Accounts receivable balances under ASC606* at* June 30, 2023* and* January 1, 2023were $980,000 and$1,118,000, respectively. For thethree* andsix-month periods ended* June 30, 2024*, the Company recognized retail revenues of approximately $3,157,000 and $4,120,000 compared to $756,000 and $1,452,000 for the same periods in the prior year, respectively.

**Business Combinations -*Business combinations are accounted for under ASC805 Business Combinations (“ASC805”) using the acquisition method of accounting. Under the acquisition method of accounting, all assets acquired, identifiable intangible assets, liabilities assumed and applicable non-controlling interests are recognized at fair value as of the acquisition date. Costs incurred associated with the acquisition of a business are expensed as incurred. The allocation of purchase price requires management to make significant estimates and assumptions, especially with respect to tangible assets, any intangible assets identified and non-controlling interests. These estimates includes, but arenot limited to, a market participant’s expectation of future cash flows from acquired customers, acquired trade names, useful lives of acquired assets, and discount rates. See Note11 - Rhode Island Acquisition *to the condensed consolidated financial statements for further discussion on acquisitions.

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Business segment information - Based on the guidance provided in accordance with ASC280 Segment Reporting (“ASC280”), the Company analyzed its subsidiaries which are all in the business of providing radiosurgery and radiation therapy services, either through leasing to healthcare providers or directly to patients, and concluded there aretwo reportable segments, leasing and retail. As of* June 30, 2024*, the Company provided Gamma Knife and PBRT equipment toeleven hospitals in the United States, which constitutes the leasing segment. As of* June 30, 2024,the Company owns and operatestwo single-unit Gamma Knife facilities in Lima, Peru and Guayaquil, Ecuador and following the RI Acquisition on May 7, 2024,the Company also owns and operates three single-unit radiation therapy facilities in Rhode Island, which collectively constitute the retail segment. An operating segment is defined by ASC280* as it engages in business activities in which it* mayrecognize revenues and incur expenses, its operating results are regularly reviewed by the Company’s Chief Operating Decision Maker (“CODM”), and its discrete financial information is available. The Company determinedtwo* reportable segments existed due to similarities in economics of business operations and how the Company recognizes revenue for the patient treatment. The operating results of thetwo reportable segments are reviewed by the Company’s Executive Chairman of the Board and Chief Executive Officer, who is also the CODM.

For thesix-month period ended* June 30, 2024*, the Company’s PBRT operations represented a significant majority of the net income attributable to the Company, disclosed below. The revenues, depreciation, interest expense, interest income, tax expense and net income attributable to American Shared Hospital Services for the Company’stwo reportable segments as of* June 30, 2024and2023* consist of the following:

Reclassifications - Certain comparative balances as of and for the year ended have been reclassified to make them consistent with the current year presentation.

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Note2. Property and Equipment

Property and equipment are stated at cost less accumulated depreciation. Depreciation for Gamma Knife equipment, LINAC units and other equipment is determined using the straight-line method over the estimated useful lives of the assets, which for medical and office equipment is generally between three andten years, and after accounting for salvage value on the equipment where indicated. The Company determines salvage value based on the estimated fair value of the equipment at the end of its useful life.

Depreciation for PBRT equipment is determined using the modified units of production method, which is a function of both time and usage of the equipment. This depreciation method allocates costs considering the projected volume of usage through the useful life of the PBRT unit, which has been estimated at 20 years. The estimated useful life of the PBRT unit is consistent with the estimated economic life of 20 years.

The following table summarizes property and equipment as of* June 30, 2024* and* December 31, 2023*:

Depreciation expense in the condensed consolidated statements of operations for thethree andsix-month periods ended* June 30, 2024and2023* is as follows:

Note3. Long-Term Debt Financing

On* April 9, 2021the Company along with certain of its domestic subsidiaries (collectively, the “Loan Parties”) entered into afive* year $22,000,000 credit agreement (the “Credit Agreement”) with Fifth Third Bank, N.A. (“Fifth Third”). The Credit Agreement includes three loan facilities. Thefirst loan facility is a $9,500,000 term loan (the “Term Loan”) which was used to refinance the domestic Gamma Knife debt and finance leases, and associated closing costs. Thesecond loan facility of $5,500,000 is a delayed draw term loan (the “DDTL”) which was used to refinance the Company’s PBRT finance leases and associated closing costs, as well as to provide additional working capital. Thethird loan facility provides for a $7,000,000 revolving line of credit (the “Revolving Line”) available for future projects and general corporate purposes. The Company borrowed $3,950,000 on the Revolving Line as of* June 30, 2024*, which was paid off in* July**2024.* The facilities have afive-year maturity and carry a floating interest of based on the Secured Overnight Financing Rate (“SOFR”) plus 3.0% and are secured by a lien on substantially all of the assets of the Loan Parties and guaranteed by ASHS.

On* January 25, 2024 (the “First Amendment Effective Date”), the Company and Fifth Third entered into a First Amendment to Credit Agreement (the “First Amendment”), which amended the Credit Agreement to add a new term loan in the aggregate principal amount of $2,700,000 (the “Supplemental Term Loan”). The proceeds of the Supplemental Term Loan were advanced in a single borrowing on January 25, 2024,and were used for capital expenditures related to the Company’s operations in Puebla, Mexico and other related transaction costs. The Supplemental Term Loan will mature on January 25, 2030 (the “Maturity Date”). Interest on the Supplemental Term Loan is payable monthly during the initialtwelve* month period following the First Amendment Effective Date. Following suchtwelve month period, the Company is required to make equal monthly payments of principal and interest to fully amortize the amount outstanding under the Supplemental Term Loan by the Maturity Date. The Supplemental Term Loan is secured by a lien on substantially all of the assets of the Company and certain of its domestic subsidiaries. The First Amendment also replaces the LIBOR-based rates in the Credit Agreement with SOFR-based rates. Pursuant to the First Amendment, advances under the Credit Agreement bear interest at a floating rate per annum equal to SOFR plus 3.00%, subject to a SOFR floor of 0.00%. The long-term debt on the condensed consolidated balance sheets related to the Term Loan and DDTL was $13,150,000 and $10,825,000 as of* June 30, 2024* and* December 31, 2023*, respectively. The Company capitalized debt issuance costs of $97,000 as of* June 30, 2024* related to issuance of the Supplemental Term Loan.

The Credit Agreement contains customary covenants and representations, including without limitation, a minimum fixed charge coverage ratio of 1.25 and maximum funded debt to EBITDA ratio of 3.0 to1.0 (tested on a trailingtwelve-month basis at the end of each fiscal quarter), reporting obligations, limitations on dispositions, changes in ownership, mergers and acquisitions, indebtedness, encumbrances, distributions, investments, transactions with affiliates and capital expenditures. The Loan Parties are in compliance with the Credit Agreement covenants as of* June 30, 2024*.

The loan entered into with United States International Development Finance Corporation (“DFC”) in connection with the acquisition of GKCE in* June 2020 (the “DFC Loan”) was obtained through the Company’s wholly-owned subsidiary, HoldCo and is guaranteed by GKF. The DFC Loan is secured by a lien on GKCE’s assets. Thefirst* tranche of the DFC Loan was funded in* June 2020.During thefourth* quarter of2023, thesecond tranche of the DFC loan was funded to finance the equipment upgrade in Ecuador. The amount outstanding under thefirst tranche of the DFC Loan is payable in29 quarterly installments with a fixed interest rate of 3.67%. The amount outstanding under thesecond tranche of the DFC Loan is payable in16 quarterly installments with a fixed interest rate of 7.49%. The long-term debt on the condensed consolidated balance sheets related to the DFC Loan was $2,135,000 and $2,464,000 as of* June 30, 2024* and* December 31, 2023*, respectively. The Company capitalized debt issuance costs of $0 and $9,000 as of* June 30, 2024* and* December 31, 2023*, respectively, related to maintenance and administrative fees on the DFC Loan.

The DFC Loan contains customary covenants including without limitation, requirements that HoldCo maintain certain financial ratios related to liquidity and cash flow as well as depository requirements. On* March 28, 2024the HoldCo received a waiver and amendment from DFC for certain covenants as of December 31, 2023and through December 31, 2024and amended other covenants and definitions permanently. HoldCo was in compliance with all debt covenants pursuant to the DFC Loan as amended and waived at June 30, 2024*.

The accretion of debt issuance costs for thethree andsix-month periods ended* June 30, 2024* was $20,000 and $58,000 compared to $19,000 and $37,000 for the same periods in the prior year, respectively. As of* June 30, 2024* and* December 31, 2023*, the unamortized deferred issuance costs on the consolidated balance sheet was $202,000 and $164,000, respectively.

As of* June 30, 2024*, long-term debt on the condensed consolidated balance sheets was $15,083,000. The following are contractual maturities of long-term debt as of* June 30, 2024*, excluding deferred issuance costs of $202,000:

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Note4. Other Accrued Liabilities

Other accrued liabilities consist of the following as of* June 30, 2024* and* December 31, 2023*:

Note5. Leases

The Company determines if a contract is a lease at inception. Under ASC842, the Company is a lessor of equipment to various customers. Leases that commenced prior to the ASC842 adoption date were classified as operating leases under historical guidance. As the Company has elected the package of practical expedients allowing it tonot reassess lease classification, these leases are classified as operating leases under ASC842 as well. All of the Company’s lessor arrangements entered into or modified after ASC842 adoption are also classified as operating leases. Some of these lease terms have an option to extend the lease after the initial term, but donot contain the option to terminate early or purchase the asset at the end of the term. The Company has electednot to recognize right-of-use (“ROU”) assets and lease liabilities that arise from short-term (12 months or less) leases for any class of underlying asset.

The Company’s Gamma Knife and PBRT contracts with hospitals are classified as operating leases under ASC842. The related equipment is included in medical equipment and facilities on the Company’s condensed consolidated balance sheets. As all income from the Company’s lessor arrangements is solely based on procedure volume, all income is considered variable paymentsnot dependent on an index or a rate. As such, the Company doesnot measure future operating lease receivables.

On* November 3, 2021,the Company entered into an agreement to sublease (the “Sublease”) its corporate office located at Two Embarcadero Center, Suite410,* San Francisco, California, where it leased approximately 3,253 square feet for $22,011 per month and the lease expired in* August 2023.The Sublease was for $16,195 per month through the contract expiration date. The Company also entered into a lease agreement (the “Lease”) for new corporate office space at601* Montgomery, Suite1112, San Francisco, CA for approximately 900 square feet for $4,500 per month with a lease expiration date in* November 2024.*

On* May 7, 2024,the Company completed the RI Acquisition and acquired 60% of the equity interests of the RI Companies. The RI Companies operate three single-unit LINAC facilities. The Company assessed the existing lease agreements under ASC842* and concludedtwo of thethree facilities contained operating leases. The Company included these leases in its presentation of the condensed consolidated financial statements for thethree andsix-month periods ended* June 30, 2024*. The Company’s operating lease in Woonsocket is with a related party and contains a sublease for a 1,950 square feet of the clinic space. The sublease is also with a related party. Sublease income, related party, for thethree andsix-month periods ended* June 30, 2024* was $9,000. Rent payable to related parties was approximately$50,000 as of * June 30, 2024*.

The Company’s lessee operating leases are accounted for as ROU assets, current portion of lease liabilities, and lease liabilities on the condensed consolidated balance sheets. Operating lease ROU assets and liabilities are recognized based on the present value of the future minimum lease payments over the lease term at commencement date. The Company’s operating lease contracts donot provide an implicit rate for calculating the present value of future lease payments. The Company determined its incremental borrowing rate to be in the range of approximately 4% and 8% by using available market rates and expected lease terms. The operating lease ROU assets and liabilities include any lease payments made and there wereno lease incentives or initial direct costs incurred. Lease expense for minimum lease payments is recognized on a straight-line basis over the lease term. The Company’s lessee operating lease agreements are for administrative office space and related equipment andtwo of its recently acquired stand-alone facilities in Rhode Island. These leases have remaining lease terms of approximately 5 to 17 years, some of which include options to renew or extend the lease. As of* June 30, 2024*, operating ROU assets, net of unfavorable leasehold interests were $631,000, and lease liabilities were $1,857,000.

The following table summarizes the maturities of the Company's lessee operating lease liabilities as of* June 30, 2024*:

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Note6. Per Share Amounts

Per share information has been computed based on the weighted average number of common shares and dilutive common share equivalents outstanding. The Company calculates diluted shares using the treasury stock method. The computation for thethree andsix-month periods ended* June 30, 2024* excluded approximately 20,000 of the Company’s stock options because the exercise price of the options was higher than the average market price during the periods. The computation for thesix-month period ended* June 30, 2023* excluded approximately 64,000 of the Company’s stock options because the price of the options was higher than the average market price during the period. Because the Company reported a loss for thethree-month period ended* June 30, 2023,the potentially dilutive effects of approximately 82,000 of the Company’s stock options and 121,000 of the Company’s unvested restricted stock awards werenot* considered for the reporting period. The weighted average common shares outstanding for basic earnings per share for thethree andsix-month periods ended* June 30, 2024and2023* included approximately 123,000 and 123,000, respectively, of the Company's restricted stock awards that are fully vested but are deferred for issuance.

The following table sets forth the computation of basic and diluted earnings per share for thethree andsix-month periods ended* June 30, 2024and2023*:

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Note7. Stock-based Compensation

In* June 2021,the Company’s shareholders approved an amendment and restatement of the Company’s Incentive Compensation Plan (the “Plan”), that among other things, increased the number of shares of the Company’s common stock reserved for issuance under the Plan to 2,580,000 and extended the term of the Plan byfive* years to* February 22, 2027.*The Plan provides that the shares reserved under the Plan are available for issuance to officers of the Company, other key employees, non-employee directors, and advisors. No further grants or share issuances will be made under the previous plans.

Stock-based compensation expense associated with the Company’s stock options to employees is calculated using the Black-Scholes valuation model. The Company’s stock awards have characteristics significantly different from those of traded options, and changes in the subjective input assumptions can materially affect the fair value estimates. The estimated fair value of the Company’s option grants is estimated using assumptions for expected life, volatility, dividend yield, and risk-free interest rate which are specific to each award. The estimated fair value of the Company’s options is expensed over the period during which an employee is required to provide service in exchange for the award (requisite service period), usually the vesting period. Accordingly, stock-based compensation cost before income tax effect for the Company’s options and restricted stock awards in the amount of $99,000 and $197,000 for thethree andsix-month periods ended* June 30, 2024* and $97,000 and $193,000 for thethree andsix-month periods ended* June 30, 2023*, respectively, is reflected in selling and administrative expense in the condensed consolidated statements of operations. For thesix-month period ended* June 30, 2024*, there was approximately $28,000 of unrecognized compensation cost related to non-vested stock-based compensation arrangements granted under the Plan. This cost is expected to be recognized over a period of approximately four years.

The following table summarizes stock option activity for thesix-month periods ended* June 30, 2024and2023*:

Note8. Income Taxes

The Company generally calculates its effective income tax rate at the end of an interim period using an estimate of the annualized effective income tax rate expected to be applicable for the full fiscal year. However, when a reliable estimate of the annualized effective income tax rate cannot be made, the Company computes its provision for income taxes using the actual effective income tax rate for the results of operations reported within the year-to-date periods. The Company’s effective income tax rate is highly influenced by relative income or losses reported and the amount of the nondeductible stock-based compensation associated with grants of its common stock options and from the results of international operations. A small change in estimated annual pretax income can produce a significant variance in the annualized effective income tax rate given the expected amount of these items. As a result, the Company has computed its provision for income taxes for thethree andsix-month periods ended* June 30, 2024and2023* by applying the actual effective tax rates to income or reported within the condensed consolidated financial statements through those periods. The provision for income taxes for thesix-month period ended* June 30, 2024* included a non-recurring adjustment for unrecognized tax benefits related to foreign taxes of $100,000 which offset income tax expense for the same period.

Note9. Commitments

As of* June 30, 2024*, the Company had commitments to purchase and installfive Leksell Gamma Knife Esprit Systems (“Esprit”),one Gamma Plan workstation, andthree Linear Accelerator (“LINAC”) systems. One LINAC andone Esprit will be placed at future customer sites. The remaining Esprit upgrades and LINACs are scheduled to occur in the later half of2024 and2025 at existing customer sites. Total Gamma Knife and LINAC commitments as of* June 30, 2024* were $15,651,000. There areno deposits on the condensed consolidated balance sheets related to these commitments as of* June 30, 2024*. It is the Company’s intent to finance substantially all of these commitments. There can beno assurance that financing will be available for the Company’s current or future projects, or at terms that are acceptable to the Company. However, the Company currently has cash on hand of$14,486,000 and its Revolving Line of $7,000,000 and is actively engaged with financing resources to fund these projects. The Company borrowed $3,950,000 on the Revolving Line as of* June 30, 2024*, which was paid off in* July 2024.*

On* September 4, 2022,the Company entered into a Maintenance and Support Agreement with Mevion Medical Systems, Inc. (“Mevion”), which provides for maintenance and support of the Company’s PBRT unit at Orlando Health from September 2022through April 2026.*The agreement requires the Company to make an annual prepayment of $1,865,000 for the current contractual period (one year). This payment portion was recorded as a prepaid contract and is being amortized over theone-year service period.

As of* June 30, 2024*, the Company had commitments to service and maintain its Gamma Knife and PBRT equipment. The service commitments are carried out via contracts with Mevion, Elekta and Mobius Imaging, LLC. The Company’s commitment to purchaseone LINAC system also includes a 5-year agreement to service the equipment, respectively. Total service commitments as of* June 30, 2024* were $14,375,000. The Gamma Knife and certain other service contracts are paid monthly, as service is performed. The Company believes that cash flow from cash on hand and operations will be sufficient to cover these payments.

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Note10. Related Party Transactions and Balances

The Company’s Gamma Knife business is operated through its 81% indirect interest in its GKF subsidiary. The remaining 19% of GKF is owned by a wholly owned U.S. subsidiary of Elekta, which is the manufacturer of the Gamma Knife. Since the Company purchases its Gamma Knife units from Elekta, there are significant related party transactions with Elekta, such as equipment purchases, commitments to purchase and service equipment, and costs to maintain the equipment. The Company’s operating lease in Woonsocket, Rhode Island is with a related party. See Note5 - Leases to the condensed consolidated financial statements for further discussion.

The following table summarizes related party activity for thethree andsix-month periods ended* June 30, 2024and2023*:

The Company also had commitments to purchase and installfive Esprit units, purchasetwo LINACs and service the related equipment of $21,479,000 as of* June 30, 2024*.

Related party liabilities on the condensed consolidated balance sheets consist of the following as of* June 30, 2024* and* December 31, 2023*

Note11. Rhode Island Acquisition

On* November 10, 2023,*the Company entered into the IPA with GenesisCare and GC Holdings, pursuant to which GenesisCare agreed to sell to the Company its entire equity interest in each of the RI Companies and to assign certain payor contacts to the Company for a cash purchase price of $2,850,000 (such transaction, the RI Acquisition). The equity interests acquired by the Company under the IPA equates to a 60% interest in each RI Company. The RI Companies operate three functional radiation therapy cancer centers in Rhode Island. The Company entered into the IPA to expand its growing retail business model in the United States and continue to diversify its cancer treatment product offerings.

On* March 1, 2024,the Company, GenesisCare and GC Holdings entered into a First Amendment to the Investment Agreement pursuant to which the parties agreed to extend the date on which a party could terminate the IPA if the closing conditions hadnot* been met (the “Permitted Termination Date”) from* March 10, 2024to April 30, 2024.On April 18, 2024,the parties agreed to a Second Amendment to the Investment Agreement pursuant to which GenesisCare agreed to sell a GE Discovery RT CT Simulator (“CT Sim”) to the Company for $175,000, payment for which was required5* days following the close of the acquisition. On* April 24 2024,the Company, GenesisCare and GC Holdings, entered into a Third Amendment to the Investment Agreement that further extended the Permitted Termination Date to May 31, 2024.On May 7, 2024,the parties entered into a Fourth Amendment to the Investment Purchase Agreement, pursuant to which GenesisCare agreed to transfer certain assets and payor contracts to the RI Companies, rather than transferring such assets and payor contracts to the Company. The parties completed the remaining closing conditions pursuant to the IPA and closed the RI Acquisition on May 7, 2024 (*“the Closing Date”).

The RI acquisition has been accounted for as a business combination under ASC805 Business Combinations(“ASC805”), which requires, among other things, that purchase consideration, assets acquired, liabilities assumed and non-controlling interest be measured at their fair values as of the acquisition date. The allocation of purchase price considerations is preliminary, and is subject to revision as more detailed analyses are completed and additional information about the fair value of assets acquired and liabilities assumed becomes available. During the measurement period, which can beno more thanone year from the Closing Date, the Company expects to continue to obtain information to assist in determining the final fair value of assets acquired. The assets acquired were recorded based on valuations derived from estimated fair value assessments and assumptions used by the Company. Thus, the provisional measurements of fair value discussed below are subject to change. The Company expects to finalize the valuations as soon as practicable, butno later thanone year from the Closing Date. While the Company believes its estimates and assumptions underlying the valuations are reasonable, different estimates and assumptions could result in different valuations assigned to the individual assets acquired, and the resulting amount of the bargain purchase.

The Company recorded medical equipment, facilities and non-controlling interest at fair value as of the Closing date. Sales comparison and cost approaches were used to value the medical equipment, including assumptions of estimated direct costs associated with acquiring the equipment. Where appropriate, adjustments were made to the direct replacement cost to reflect depreciation and obsolescence. The sales comparison approach was also utilized to value certain assets, involving secondary market research. The cost approach was also used to value the facilities acquired and the unfavorable leasehold interest. The non-controlling interest was recorded at fair value based on the purchase price paid for the acquisition, after any premium or discount derived from the operating agreement with the minority owners.

The major classes of assets and liabilities to which the Company has preliminarily allocated the fair value of the purchase price consideration were as follows:

The Company recognized a bargain purchase, as defined by ASC805, in connection with the RI Acquisition. The Company purchased the RI Companies as part of the sale of certain of GenesisCare’s assets in its bankruptcy proceedings, resulting in a bargain purchase. A bargain purchase gain of $3,679,000, net of deferred taxes of $1,226,000 is reflected in other income in the condensed consolidated statements of operations for thethree andsix-month periods ended* June 30, 2024*.None of the purchase price was allocated to intangible assets becausenone were acquired as part of the transaction. The Company recorded the unfavorable lease position received as part of the RI Acquisition as a reduction to ROU assets on the condensed consolidated balance sheet.

The preliminary value of the acquired tangible assets acquired were as follows:

Costs related to legal, financial and due diligence services performed in connection with the RI Acquisition recorded in selling and administrative expense in the condensed consolidated statement of operations were$341,000 for thesix-month period ended* June 30, 2024*.

The net impact of the RI Acquisition on the consolidated results of operations, since the date of acquisition, are as follows:

Per the guidance in ASC805, the Company determined its consolidated financial results as if the RI Acquisition occurred on* January 1, 2024.These pro forma results were based on estimates and assumptions, which the Company believes are reasonable. They arenot* the results that would have been realized had the Company and the RI Companies been combined during the periods presented and arenot necessarily indicative of the Company’s consolidated results of operations in future periods. The pro forma results include adjustments related to purchase accounting. Acquisition costs and other nonrecurring charges are included in the earlier period presented. ASC805 also requires presentation of proforma information for the comparable period, when the comparable period is presented. Due to the lack of reliable financial information for the RI Companies following the protracted bankruptcy proceedings, the Company wasnot able to obtain financial information sufficient to make these disclosures. Therefore, the Company hasnot made the comparable period proforma disclosure because it would be impracticable to do.

Following are the supplemental consolidated financial results of the Company on an unaudited, pro forma basis, as if the acquisition occurred on* January 1, 2024.*The supplemental proforma disclosure excludes the non-recurring impact from the bargain purchase gain generated from the RI Acquisition.

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