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AMERICAN CARESOURCE HOLDINGS, INC. FILES (8-K) Disclosing Results of Operations and Financial Condition, Financial Statements and Exhibits

May 2, 2014



ITEM 2.02 Results of Operations and Financial Condition.

On April 29, 2014, American CareSource Holdings, Inc. (the "Company") issued a press release announcing its earnings for the quarter ended March 31, 2014. A copy of the press release is attached hereto as Exhibit 99.1.

In the attached press release the Company uses Adjusted EBITDA, which is a "non-GAAP financial measure," i.e., not a measure of financial performance under U.S. generally accepted accounting principles (GAAP). Adjusted EBITDA is defined by the Company as operating income or loss before interest, income taxes, depreciation and amortization and excludes the impact of non-cash stock-based compensation expense, severance charges, amortization of long-term client agreements, strategic transaction-related costs and other non-cash charges. Adjusted EBITDA should be considered in addition to, but not in lieu of, net income or loss reported under GAAP. A reconciliation of Adjusted EBITDA to the most directly comparable GAAP financial measure is provided in the press release.

Management of the Company believes that Adjusted EBITDA, as a performance measure, and not as a liquidity measure, provides investors and analysts with a useful measure of results unaffected by differences in capital structures, tax structures, capital investment cycles, ages of related assets and compensation structures among otherwise comparable companies.

In accordance with General Instruction B.2 of Form 8-K, the information in this Current Report on Form 8-K, including the exhibit attached hereto, is furnished under Item 2.02 - "Results of Operations and Financial Condition." The information presented herein, including 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, or in the exhibit attached hereto, 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.

(d) Exhibits

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

99.1 Press release of Registrant, dated April 29, 2014



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