bobkubecka
3年前
USNU 8k
https://www.otcmarkets.com/filing/html?id=15270064&guid=vI5wkpLZGSa7nth
Item 1.01.
Entry into a Material Definitive Agreement.
U.S. NeuroSurgical, Inc.(“USN”), a wholly-owned subsidiary of the registrant, U.S. NeuroSurgical Holdings, Inc. (“USNU” or the “Company”), entered into a Share Exchange Agreement and Plan of Reorganization dated as of October 1, 2021 (the “Share Exchange Agreement”) with Elite Health Plan, Inc., a California corporation (“Elite Health”) and its shareholders. Under the terms of the Share Exchange Agreement, USN will acquire all of the outstanding shares of capital stock of Elite Health and, in exchange therefor, the former holders of Elite Health will receive newly-issued shares of USN, which when issued will represent 15% of the shares of USN after the transaction.
The transaction with Elite Health is structured as an investment by Elite Health shareholders in USN, a subsidiary of the Company, and as such will not have an immediate effect on the percentage ownership of the shareholders of USNU. However, USNU’s interest in USN, which currently holds substantially all of the interest in USNU’s businesses and operations, will be diluted by 15% as a result of the issuance of the new USN shares to the former holders of Elite Health. In addition, the Company agreed with the former Elite Health shareholders that if there is no trading market for the shares of USN after six months from the closing of the transaction, such holders may request that USNU take steps that would give such holders access to the public trading market, which could be accomplished at the Company’s election through an exchange of such holders’ shares for USNU shares.
The above description of the Share Exchange Agreement does not purport to be a complete description and is qualified in its entirety by reference to the full text of the Share Exchange Agreement, which is attached hereto as Exhibit 2.1 and is incorporated herein by reference.
Elite Health is a private company with a limited operating history. It was formed in 2017 with the purpose of establishing a managed care organization that will operate as a Medicare Advantage plan for seniors. It is expected that Elite Health will operate in California, initially San Bernadino, Riverside, and Orange Counties, with the objective of addressing the growing number of Medicare eligible seniors in those markets. Because of the collective experience of its founders and affiliates as physicians, software executives, and health plan administrators, we believe that Elite Health will be positioned to bring to southern California a comprehensive and cost-effective solution for these communities.
Elite Health is in the process of applying for a Knox Keene license to operate a Medicare Advantage plan in California, and has taken preliminary steps toward identifying a network of providers who are well-versed in the healthcare needs of seniors in the communities in which they practice. Elite Health founders and affiliates also have considerable experience with healthcare record based software and will endeavor to utilize the latest advances in information systems, including AI and data analytics, in its processes to enhance each patient experience and control medical costs.
The Company and Elite Health understand that the keys to success with a managed care organization are delivering comprehensive patient care and containing costs. In addition to developing a plan to obtain necessary approvals, gaining access to a competent network of providers and enrolling a critical level of subscribers, it will be necessary for the plan to provide high quality patient care efficiently and cost effectively. There can be no assurance that the Company and Elite Health will be effective in doing so.
2
1center
7年前
USNU U.S. NeuroSurgical Holdings, Inc...2016 Earnings
#microcap #healthcare
Management's Discussion and Analysis of Financial Condition and Results of Operations.
Results of operations
2016 Compared to 2015
Patient revenue in 2016 was $3,212,000 as compared to $2,971,000 in 2015. This increase in patient revenue was largely due to an increase in the number of patients being seen in 2016, and an additional $150,000 of revenue attributable to the $30,000 per month fixed fee from August 2016 onwards, following the installation of the new ICON unit.
Patient expenses in 2016 were $1,290,000 as compared to $1,195,000 in 2015. Patient expenses do not vary materially with the number of procedures performed, but are tied to depreciation, maintenance and other fixed expenses. The increase experienced in 2016 over 2015 was due to the additional depreciation of the new ICON installation and the fact that the maintenance agreement did not begin until April of 2015. SG&A increased 6% from $1,232,000 in 2015 to $1,308,000 in 2016. This increase in SG&A resulted from higher insurance costs, automobile expenses, and professional fees incurred in 2016. There was interest expense of $161,000 in 2016 down from $181,000 in 2015. The Company reported net income of $536,000 as compared to $396,000 in the prior year. This increase in income was due largely to the increased revenue received from patients treated at the NYU Center, and earnings from the Company’s unconsolidated entities. As a result, the Company incurred an income tax charge of $342,000 in 2016 as compared to a deferred income tax charge of $252,000 in 2015.
Liquidity and capital resources
At December 31, 2016 the Company had working capital of $1,419,000 as compared to $549,000 at December 31, 2015. This increase was due mostly to higher year end cash balances in turn due to higher revenues in 2016. Total assets increased by $858,000 from 2015 to 2016 principally as a result of the higher year end cash balance, the addition of the new ICON equipment and an increase in accounts receivable at the end of the period. Cash and cash equivalents at December 31, 2016 were $1,962,000 as compared to $1,068,000 at December 31, 2015.
Net cash provided by operating activities was $1,361,000 in 2016 as compared to $1,158,000 in 2015. Net cash used in financing activities was $1,000,000 in 2016 as compared to $803,000 in 2015. Depreciation and amortization was $1,006,000 in 2016 as compared to $935,000 in 2015.
For the year ended December 31, 2016, net cash provided by investing activities was $533,000 as compared to net cash used in investing activities of $340,000 in 2015. The 2016 amount included distributions received from investments in unconsolidated entities.
17
Table of Contents
Off-balance sheet arrangements
None
Critical accounting policies
Estimates and assumptions
The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.
Revenue Recognition
The Company’s agreement with NYU is an operating lease, and patient revenue from the use of the gamma knife is lease income. Following an amendment to the Company’s lease agreement with NYU, effective August 2016, the Company receives a $30,000 minimum lease payment per month from NYU. With the exception of these fixed payments, the NYU agreement provides for contingent rental income based on a tiered fee schedule related to the number of patient procedures and associated thresholds. The Company recognizes the contingent rental income and the fixed monthly payments, on a systematic basis using an average fee per procedure calculated by estimating the expected number of procedures per contract year, which runs from November 1, to the following October 31. Any amounts received in excess of the average fee are considered deferred revenue. At the end of each reporting period, the Company reviews its estimated revenue for the contract year and adjusts revenue for any material changes in the estimate. At the end of the contract year, the revenue is adjusted to the actual amount received.
As of March 27, 2017, there were outstanding 7,792,185 shares of the issuer’s Common Stock. $.01 par value.
https://www.otcmarkets.com/edgar/GetFilingHtml?FilingID=11969244#FORM10K_HTM_MANAGEMENTSDISCUSSIONANDA
https://www.otcmarkets.com/edgar/GetFilingHtml?FilingID=11969244#FORM10K_HTM_MANAGEMENTSDISCUSSIONANDA
Rawnoc
10年前
I had noticed that as well and was trying it figure out why the company is STILL saying, "The Company anticipates that these factors may result in significant operating losses for the next several quarters."
Aren't you concerned that Q2 may have had a backlog of patients that isn't sustainable since the annualized rate of revenue was substantially higher?
Prior to reopening the clinic, USNU was a no-growth company with a previous record of annual sales in 2010 of $2.56 million. USNU treated its first patient on April 29, 2014 which means USNU basically only had two months of operations and reported $737,000 in revenue. That's an annualized pace of $4.4 million compared to the $2.0 million rate it was doing before Hurricane Sandy.
As another example, during that record year in 2010, USNU reported revenue in Q2 of $548,000 for a full three months or around 50% less than the monthly revenue of Q2 2014. Perhaps the anticipated operating losses are expected to come from, in part, revenue going forward that won't be as high as Q2.
The most recent 10Q also warns, "It may take additional time to achieve and sustain the level of patient volume that the center was handling prior to the disruption." This is implying that the giant leap in monthly revenue during Q2 wasn't sustainable.
Maybe it's all boilerplate and USNU is on its way to fame and fortune, but I just don't feel comfortable. I originally got excited by the pick, hence my research, and I'll continue to watch it from the sidelines.
Knowledge is King
10年前
re USNU: sure sounds worrisome, except...
When I compared the relevant language as filed in the last 2 10-Q reports (dated 5/15/14 and 8/14/14), it sounds very much like operations are improving ahead of schedule.
I've bolded what I view are the key parts of the text:
Here's the relevant language from the older March 10-Q(5/15/14):
The Company has obtained a commitment for lease financing in the amount of $4.6 million for the purchase of the replacement equipment and for some construction and other costs associated with the damaged machine removal and new machine installation. However, the Company will incur additional costs relating to the reconstruction of the center at NYU, some of which may be substantial and will not be covered by insurance.
The Company anticipates that these factors will result in significant operating losses for the next several quarters.
Availability of Working Capital . To date, we have earned sufficient income from operations to fund periodic operating losses and support efforts to pursue new gamma knife or other types of cancer treatment centers. The Company expects to incur losses for the next several quarters due to the destruction of the NYU Gamma Knife. Should losses continue for an extended period of time, or should the actual construction costs incurred materially exceed forecasts, we will be required to seek additional capital to support continued operations and the development of new centers, but we cannot assure you, however, that we will be able to raise such additional capital as and when required.
Here's the relevant language from the newer June 10-Q(8/14/14):
The Company entered into a commitment for lease financing in the amount of $4.6 million for the purchase of the replacement equipment and for some construction and other costs associated with the damaged machine removal and new machine installation.
The Company anticipates that these factors may result in significant operating losses for the next several quarters.
Availability of Working Capital . To date, we have earned sufficient income from operations to fund periodic operating losses and support efforts to pursue new gamma knife or other types of cancer treatment centers. The Company expects to incur net cash outflows from operating activities for the next several quarters due to the destruction of the NYU Gamma Knife. Should net cash outflows continue for an extended period of time, or should the actual construction costs incurred materially exceed forecasts, we will be required to seek additional capital to support continued operations and the development of new centers, but we cannot assure you, however, that we will be able to raise such additional capital as and when required.
So, if you're still with me:
1) all the language about the reconstruction of the center is now gone from the new 10-Q;
2) you can see that "will" in May became "may" in August, and, more importantly IMO, "losses" in May became "net cash outflows" in August.
3) Finally, it's not surprising at all that these two items of language changed because the company did, in fact, report strong operating income in the June quarter, while incurring a net cash outflow...
Bottom line is that I believe USNU's business has resumed/recovered faster that management anticipated and that Q2 results are very representative of what the company can do going forward. And, don't forget, Q2 only represented a little more than 2 months of operations since the company did not resume treating patients until late April.
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