ITEM 1. BUSINESS
U.S. Neurosurgical, Inc. (USN) owns and operates stereotactic radiosurgery centers, utilizing the Gamma Knife technology. As used herein, unless the context indicates otherwise, the term "Company", "Registrant" and "USN." means U.S.Neurosurgical, Inc. and its subsidiary, U.S. Neurosurgical Physics, Inc.. The Company, a Delaware corporation, was formed in July 1993. The Company's executive offices are located at 2400 Research Boulevard, Suite 325, Rockville, Maryland 20850, and its telephone number is (301) 208-8998.
Disclosure Regarding Forward Looking Statements
Statements contained in this Annual Report on Form 10-K that are not historical facts are forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Investors are cautioned that forward-looking statements are inherently uncertain. Actual performance and results may differ materially from that projected or suggested herein due to certain risks and uncertainties including, without limitation, the outcome of the Company's legal proceedings, the payment, timing and ultimate collectability of accounts receivable for Gamma Knife procedures from different payor groups such as Medicare and private payors; competition; technological obsolescence; government regulation; and malpractice liability. Additional information concerning certain risks and uncertainties that could cause actual results to differ materially from that projected or suggested may be identified from time to time in the Company filings with the Securities and Exchange Commission (SEC) and the Company's public announcements, copies of which are available from the SEC or from the Company upon request.
U. S. NeuroSurgical, Inc. FO General
USN, was organized in July 1993 to own and operate stereotactic radiosurgery centers, utilizing the Gamma Knife technology. USN currently owns and operates two
Gamma Knife centers, one on the premises of Research Medical Center (RMC) in Kansas City, Missouri, and one on the premises of New York University Medical Center (NYU) in New York, New York. The Company, intends to continue to explore opportunities to open additional Gamma Knife Centers. USN's business strategy is to provide a mechanism whereby hospitals, physicians, and patients can have access to Gamma Knife treatment capability, a high capital cost item. USN provides the Gamma Knife to medical facilities on a "cost per treatment" basis. USN owns the Gamma Knife units, and is reimbursed by the facility where it is housed, based on utilization.
USN's principal target market is medical centers in major health care catchment areas that have physicians experienced with and dedicated to the use of the Gamma Knife. As it has with its RMC and NYU Gamma Knife centers, USN would seek cooperative ventures with these facilities if it were to explore opening additional centers. USN believes that, as of December 31, 2000, there were approximately 50 Gamma Knife treatment centers in the United States.
Gamma Knife Technology
The Leksell Gamma Knife is a unique stereotactic radiosurgical device used to treat brain tumors and other malformations of the brain without invasive surgery. The Gamma Knife delivers a single, high dose of ionizing radiation emanating from 201 cobalt-60 sources positioned about a hemispherical, precision machined cavity. The lesion is first targeted with precision accuracy using advanced imaging and three dimensional treatment planning techniques such as CT Scans, MR Scans, conventional X-rays, or angiography. Each individual beam is focused on a common target producing an intense concentration of radiation at the target site, destroying the lesion while spreading the entry radiation dose uniformly and harmlessly over the patient's skull . The mechanical precision at the target site is +/- 0.1mm (1/10 of 1 millimeter). Because of the
steep fall-off in the radiation intensity surrounding the target, the lesion can be destroyed, while sparing the surrounding tissue.
The procedure, performed in a single treatment, sharply reduces hospital stay times and eliminates post-surgical bleeding and infection. When compared with conventional neurosurgery, Gamma Knife treatment is less expensive. However, not all patients are candidates for radiosurgery since the decision to use the Gamma Knife depends on the type, size, and location of the lesion.
Kansas City and New York Centers
In July 1993, USN purchased its first Leksell Gamma Knife from Elekta Instruments, Inc. (Elekta), for the purpose of installing it at RMC in Kansas City, Missouri. USN paid approximately $3,000,000 for the Gamma Knife through a capital lease financing.
USN opened its first Gamma Knife Center on the premises of RMC in September 1994. RMC is part of Health Midwest, a consortium of eleven hospitals and numerous affiliates. USN formed a cooperative venture with RMC in September, 1993. Per an agreement with RMC, GHS, Inc., USN's former parent, ("GHS") sold 500,000 shares of its common stock for $500,000 to RMC to secure additional working capital in order to enable USN to develop and construct a Gamma Knife Facility. USN installed the Gamma Knife in the facility, where it is being utilized by neurosurgeons credentialled by RMC. USN is reimbursed for use of the Gamma Knife by RMC based on a percentage of the fees collected by RMC for Gamma Knife procedures. USN is responsible for the maintenance and insurance for the Gamma Knife equipment at the RMC facility. Pursuant to a ground lease agreement, RMC leased to USN the land on which to build the Gamma Knife facility. USN's facility agreements with RMC expire in 2015 and there are no renewal options. For the year ended December 31, 2000 and the fiscal years 1999 and 1998 USN derived revenues from the RMC center of approximately $1,341,000,
$2,081,000 and $1,425,000, respectively, as a result of 116, 153 and 124 procedures performed, respectively, during such periods.
USN opened its second treatment center in July 1997 on the campus of NYU in New York, New York. Construction of the Gamma Knife suite was completed in July 1997. The Gamma Knife cost and the cost of the facility improvements totaled approximately $4,700,000. DVI Financial Services, Inc. (DVI) provided the capital lease financing for the NYU facility. The lease term is six years with incremental payments for the first year and fixed payments thereafter. The interest rate for such capital lease is 12%. The Company has retained a marketing representative to help introduce the technology to neurosurgeons in the New York tri-state region. Pursuant to USN's facility agreement with NYU, USN is responsible for the maintenance and insurance for the Gamma Knife equipment at the NYU facility and is reimbursed for use of the Gamma Knife based on a fee per procedure performed with the equipment. NYU provides the medical and technical staff to operate the facility. USN's agreement with NYU expires in November 2003 and NYU has options to renew the agreement for successive three year periods thereafter. For the years ended December 31, 2000, 1999, and 1998, USN derived revenues from the NYU center of approximately $1,207,000, $980,000, and $890,000, respectively, as a result of 121, 98, and 89 procedures performed, respectively, during such periods.
In March 1997, USN refinanced the lease on the RMC Gamma Knife with DVI. The effects of this transaction were to lower its interest costs to 10.4 % per annum and provide proceeds to pay for the buildout of The NYU Gamma Knife suite. USN also commenced loans with DVI for working capital of $188,000 to finance the remainder of the buildout. These loans had three year terms and were paid off in 1999 and 2000.
Regulatory Environment
The levels of revenues and profitability of companies involved in the health services industry, such as USN, may be affected by the continuing efforts of
governmental and third party payors to contain or reduce the costs of health care through various means. Although the Company does not believe that its business activities will be materially affected by changes in the regulatory environment, it is uncertain what legislative proposals will be adopted or what actions federal, state or private payors for healthcare goods and services may take in response to any healthcare reform proposals or legislation. The Company cannot predict the effects healthcare reform may have on its business, and no assurance can be given that any such reforms will not have a material effect on USN.
In addition, the provision of medical services in the United States is dependent on the availability of reimbursement to consumers from third party payors, such as government and private insurance companies. Although patients are ultimately responsible for services rendered, the Company expects that the majority of its revenues will be derived from reimbursements by third party payors. Medicare has authorized reimbursement for Gamma Knife treatment. Over the last several years, such third party payors are increasingly challenging the cost effectiveness of medical products and services and taking other cost-containment measures. Therefore, although treatment costs using the Gamma Knife compare favorably to traditional invasive brain surgery, it is unclear how this trend among third party payors and future regulatory reforms affecting governmental reimbursement will affect procedures in the higher end of the cost scale.
In the future, the Company may establish additional Gamma Knife centers. Completion of future centers would require approvals and arrangements with hospitals, health care organizations, or other third parties, including certain regulatory authorities. The Food and Drug Administration has issued the requisite pre-market approval for the Gamma Knife to be utilized by USN. In addition, many states require hospitals to obtain a Certificate of Need (CON) before they can acquire a significant piece of medical equipment. Should the Company enter into future ventures such "need" will be demonstrable, but it can have no assurance that Certificates of Need will be granted.
In addition, the Nuclear Regulatory Commission (NRC) must issue a permit to
USN to permit loading the COBALT at each Gamma Knife site. While the Company believes that it can obtain a NRC permit for each Gamma Knife machine, there is no assurance that it will.
Liability Insurance
Although USN does not directly provide medical services, it has obtained professional medical liability insurance, and has general liability insurance as well. USN's professional medical liability and general liability policies have limits of $2 million each and USN has also purchased an excess coverage policy providing an additional $8 million of insurance coverage The Company believes that its insurance is adequate for providing treatment facilities and non-medical services, although there can be no assurance that the coverage limits of such insurance will be adequate or that coverage will not be reduced or become unavailable in the future.
Competition
The health care industry, in general, is highly competitive and the Company expects to have substantial competition from other independent organizations, as well as from hospitals in establishing future Gamma Knife centers. There are other companies that provide the Gamma Knife on a "cost per treatment basis". In addition, larger hospitals may be expected to install Gamma Knife technology as part of their regular inpatient services. Some of these competitors have greater financial and other resources than the Company. Principal competitive factors include quality and timeliness of test results, ability to develop and maintain relationships with referring physicians, facility location, convenience of scheduling and availability of patient appointment times. The
Company believes that cost containment measures will encourage hospitals to seek companies that are providing the technology, instead of incurring the capital cost of establishing their own Gamma Knife centers.
Gamma Knife Supply and Servicing
Currently the only company that manufactures, sells, and services the Gamma Knife is Elekta Instruments, Inc., a subsidiary of AB Elekta of Stockholm, Sweden. In 1993, USN entered into purchase agreements with Elekta for the purchase of the Gamma Knives at its RMC and NYU centers. The purchase price for each Gamma Knife was approximately $3,000,000. Elekta was responsible for the installation and testing of the equipment and the training of the hospital staff in the operation of the equipment. As part of the purchase of the Gamma Knife devices from Elekta, USN entered into purchase and maintenance agreements pursuant to which Elekta provides USN with ongoing maintenance, repairs and software upgrades for the RMC and NYU Gamma knives at an aggregate cost of $120,000 per year. Any interruption in the supply or services from Elekta would adversely affect USN's ability to maintain its Gamma Knife treatment centers.
Gamma Knife Financing
The Gamma Knife is an expensive piece of equipment presently costing approximately $3,400,000. Therefore, the Company's development of new Gamma Knife centers is dependent on its ability to secure favorable financing. On February 8, 2000, the Company entered into a cobalt reloading agreement with Elekta for the RMC Gamma Knife in the amount of $650,000, which is being financed by DVI pursuant to an agreement dated March 16, 2000 at the rate of prime plus one percent, payable in forty monthly installments of $19,383. In the fourth quarter of 2000 the Company completed
the reload on the RMC unit. The cost to transport it and install into the machine were approximately $200,000 and were financed by DVI at the same terms as above, requiring forty monthly installments of $5,782.
New Technology/Possible Obsolescence
Gamma Knife technology may be subject to technological change. Consequently, the Company will have to rely on the Gamma Knife's manufacturer, Elekta, to introduce improvements or upgrades in order to keep pace with technological change. Any such improvements or upgrades which the Company may be required to introduce will require additional financing. In addition, newly developed techniques and devices for performing brain surgery may render the Gamma Knife less competitive or obsolete.
Employees
U.S. Neurosurgical, Inc. has five full-time employees and one part-time employee. Of these employees, three are engaged in sales and marketing, one physicist, and two in administration and office support.
ITEM 2.
ITEM 2. PROPERTIES
The Company's base facility, from which it conducts substantially all of its administrative operations, is located in Rockville, Maryland and occupies approximately 1,300 square feet. The rent is approximately $35,000 per year. USN occupies approximately 1,600 square feet in its RMC facility. This facility is located on the campus of RMC in Kansas City, Missouri. USN also occupies about 2,000 square feet at the NYU Medical Center in New York, New York. Pursuant to the facility agreements with RMC and NYU, USN is not required to pay separate rent for the premises occupied by its Gamma Knife centers. USN's agreements with RMC expire in September 2015 and
there are no renewal options. USN's agreement with NYU expires in November 2003 and NYU has options to renew the agreement for successive three year periods thereafter.
ITEM 3.
ITEM 3. LEGAL PROCEEDINGS
None
ITEM 4.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
None
PART II
ITEM 5.
ITEM 5. MARKET FOR THE REGISTRANT'S COMMON STOCK AND RELATED SECURITY HOLDER MATTERS
The Company's Common Stock is traded on the OTC Bulletin Board. The following table displays the range of high and low bid quotations as reported by NASDAQ System for the period from September 17, 1999 through December 31, 2000. There were no quotes in the period from September 17, 1999 to September 30, 1999.
Period High Bid Low Bid ------ -------- -------
September 17 - September 30, 1999 -- --
October 1 - December 31, 1999 .62 .06
January 1 - March 31, 2000 .16 .12
April 1 - June 30, 2000 .14 .09
July 1 - September 30, 2000 .10 .08
October 1 - December 31, 2000 .09 .04
The quotations reflect inter-dealer prices, without retail mark-up, mark-down or commissions and may not necessarily represent actual transactions.
As of March 23, 2001, there were approximately 400 holders of record of the Company's Common Stock.
To date the Company declared no dividends on its Common Stock and does not anticipate declaring dividends in the foreseeable future.
ITEM 6.
ITEM 6. SELECTED FINANCIAL DATA
Set forth below is the selected financial data pertaining to the financial condition and operations of the Company for the years ended December 31, 1996 through 2000. The latest financial statements of the Company are included in Item 14 in Part IV of this report. The information set forth should be read in conjunction with such financial statements and the notes thereto.
Year Ended December 31, (in thousands, except per share amounts)
(1) For the years ended December 31, 1996 through 1999 the per share information presented is proforma. Pro forma basic and diluted income (loss) per common share is calculated assuming that the Spin-off and the stock-split of USN Common Stock required to effect Spin-off had occurred as of January 1, 1994.
ITEM 7.
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The following discussion should be read in conjunction with the Financial Statements and Notes set forth elsewhere in this report.
Results of Operations
2000 Compared to 1999
Patient revenue decreased 17% to $2,575,000 in 2000 from $3,089,000 in 1999. The decrease was a result of two factors. The center in Kansas City closed for more than one month at the end of the third quarter 2000 in order to reload the cobalt source. In addition, effective August 1, 2000, the Department of Health and Human Services implemented the Ambulatory Product Classifications ("APC") Medicare outpatient payment system. Gamma Knife patients, with Medicare as their primary insurer and treated on either an in-patient or out-patient basis, comprise an estimated 20% to 30% of the total patients treated. The reimbursement for Medicare patients receiving Gamma Knife services on an outpatient basis has decreased by as much as 80%. Patient expenses decreased 2% to $1,097,000 in 2000 from $1,115,000 in 1999. Selling, general and administrative expense (S,G & A) decreased 6% to $1,366,000 in 2000 from $1,455,000 in 1999, primarily due to reduced professional fees.
As a result of the above income from operations declined to $112,000 from $529,000 in 1999. Interest expense declined to $318,000 in 2000 from $409,000 in 1999. This was due to the paydown of principal on the Gamma Knife lease. The Company also had extraordinary income of $109,000, net of taxes, in 2000 from a collection of a receivable which originated with GHS. The net loss was $17,000 in 2000 compared to net income of $66,000 in 1999.
1999 Compared to 1998
Patient revenue increased 32% to $3,089,000 in 1999 from $2,332,000 in 1998. The increase was due to an increase in the number of treatments at our New York and Kansas City centers. The Company has increased its marketing and training of physicians at the NYU facility and expects to continue to increase its presence at both of the centers. Patient expenses decreased 9% to $1,115,000 in 1999 from $1,221,000 in 1998. S,G & A
increased 26% to $1,445,000 in 1999 from $1,148,000 in 1998. The increase was due to professional fees related to the spin-off of USN by GHS, Inc of $250,000. In 1998 the Company incurred expenses of $934,000 related to a litigation settlement (See Item 13). There was no such expense in 1999.
For the year ended December 31, 1999 income from operations was $529,000 compared to a loss of $971,000 in 1998. Interest expense decreased to $409,000 in 1999 compared to $555,000 in 1998. The decrease was due to paydown of principal on the Gamma Knife capital leases. Net income in 1999 was $66,000 as compared to a loss of $1,011,000 in 1998.
Liquidity and Capital Resources
At December 31, 2000 the Company had a working capital deficit of $787,000 as compared to $742,000 at December 31, 1999. Cash and cash equivalents at December 31, 2000 were $286,000 as compared to $464,000 at December 31, 1999. The decrease is primarily due to a lengthy collection process from one of its clients. Net cash provided by operating activities was $910,000 as compared with $1,334,000 for the same period, a year earlier. Depreciation and amortization was $1,174,000 as compared to $1,136,000 in 1999.
Net cash used in investing activities for the year ended 2000 was $850,000 as compared to $42,000 in the year ago period. The Company reloaded the cobalt on its Kansas City unit during the current year.
Net cash used in financing activities for the year ended December 31, 2000 was $238,000 as compared to $849,000 in 1998. The Company paid $1,079,000 towards its capital leases in 2000 as compared to $1,423,000 in 1999. During 2000 the lease for the Kansas City Gamma Knife was paid in full. The Company financed $844,000 for the reload of the cobalt and improvements. There were cash and services received by GHS of $674,000 in 1999.
The leases for the NYU equipment require annual payments of $792,000. The Kansas City Cobalt reload has annual payments of $300,000. In addition, as part of the
settlement of litigation involving GHS and USN in May 1999, USN issued promissory notes in the aggregate amount of $450,000, bearing interest at the rate of 6% per annum, and payable over a four-year period as follows: $100,000 on the first, third and fourth anniversaries of closing of the settlement and $150,000 on the second anniversary of such closing. Management believes that the capital resources derived through internally generated funds from operations and current cash balances will be sufficient to satisfy the Company's operating and capital needs for the forseeable future.
ITEM 7A.
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
None
ITEM 8.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
The Financial Statements and Supplementary Data are listed under Item 14 in this Annual Report of Form 10-K and attached hereto.
ITEM 9.
ITEM 9. DISAGREEMENTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
None
PART III
ITEM 10.
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
The directors and executive officers of the Company are as follows:
Name Age Position ---- --- --------
Alan Gold 56 President & Chairman
William F. Leimkuhler 49 Director
Charles H. Merriman, III 66 Director
Howard Grunfeld 40 Vice President--Finance, Treasurer
Susan Greenwald 55 Vice President and Secretary
Alan Gold has served as President and Chairman of USN since 1996. Mr. Gold has also been a director of USN since its formation in 1993. Mr Gold served as President of GHS from 1983 through May 1999 and director of GHS since its formation through November 1999. Mr. Gold, 56, was one of the founders of Global Health Systems, the predecessor of GHS, serving as its President since its formation in July 1983. From 1981 to 1983 he served as Executive Vice-President of Libra Group, a company located in Rockville, Maryland, engaged in health care automation, where he was President of Global Health Foundation and Libra Research and Executive Vice President of Libra Technology. From July 1997 through March 1998 Mr. Gold was also an employee of Health Management Systems.
William F. Leimkuhler has served as director of USN since May 1999. He also served as a director of GHS since its inception in 1984 through November 1999. Mr Leimkuhler, 49, acts as a consultant on corporate and business development matters to several emerging growth companies. From January 1994 until October 1999, he served
as Vice President and General Counsel of Allen & Company Incorporated, an investment banking firm.
Charles H. Merriman, III has served as a director of USN since May 1999. He also served as a director of GHS from October 1997 to November 1999. Mr Merriman, 66, is a Managing Director of the Investment Banking and Corporate Finance Department of Scott & Stringfellow, an investment banking firm where he has been employed since 1972. Mr . Merriman has extensive knowledge of USN's primary focus on healthcare and technology.
Howard Grunfeld has served as Treasurer of USN since 1993. He was the Controller of GHS from 1990 until May 1999. Mr Grunfeld, 40, was appointed Vice President Finance and Chief Financial Officer of USN in May 1999. Mr Grunfeld served as the Controller of Global Health Systems from 1990 through July 1997. From July 1997 through February 1998, Mr Grunfeld was an employee of Health Management Systems, Inc.
Susan Greenwald has served as Vice President of Marketing Communications and as Secretary of USN since May 1999. She performed services for GHS in the same capacity from its inception in 1983 through May 1999. Ms. Greenwald, 55, was one of the founders of Global Health Systems, the predecessor of GHS, and served as its Vice President of Marketing Communications since 1983. From 1981 through 1983 she was the Proposal Manager for Libra Technology and Global Health Foundation, sister companies engaged in Federal contracting and private enterprise, respectively, in the healthcare information technology business. From July 1997 through February 1998, Ms. Greenwald was an employee of Health Management Systems.
Pursuant to the Company's bylaws, the Company's Board of Directors is elected by the stockholders at each annual meeting to serve until the next annual meeting or until their successors are elected and qualified. In the case of a vacancy, a director will be appointed by a majority of the remaining directors then in office to serve the remainder of the term left vacant. Directors do not receive any fees for attending board meetings. Directors are entitled to receive reimbursement for traveling costs and other out-of-pocket expenses incurred in attending board meetings. During the year ended December 31, 2000, the Board of Directors held two meetings, which were attended by all incumbent directors. The Company does have a standing audit committee, but does not have a nominating or compensation committee.
Pursuant to the Company's bylaws, officers of the Company hold office until the first meeting of directors following the next annual meeting of stockholders and until their successors are chosen and qualified.
Section 16 (a) Beneficial Ownership Reporting Compliance
Based solely upon a review of the copies of the forms furnished to the Company, or written representations from certain reporting persons, the Company believes that during the years ended December 31, 2000, all filing requirements applicable to its officers and directors were complied with by such individuals.
ITEM 11
ITEM 11 EXECUTIVE COMPENSATION
The information below sets forth the compensation for the year ended December 31, 2000, 1999, and 1998, for the Chief Executive Officer of the Company. Prior to the Spin-off all amounts were paid by GHS.
Summary Compensation Table
Annual Compensation Name and ------------------- Principal Position Year Salary($) - ------------------ ---- --------- Alan Gold 2000 $254,000 President & Director 1999 $191,000 1998 $207,000
The Company and Mr. Gold are parties to an employment agreement giving either the Company or Mr. Gold the option to terminate the agreement by giving the other party 6 months written notice.
ITEM 12.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth, as of March 30, 2001, certain information with respect to each beneficial owner of more than 5% of the Company's Common Stock and each director and executive officer of the Company:
Number of Shares Name and Address Beneficially Percent of of Beneficial Owner Owned (1) Class - ------------------- --------- ----- Alan Gold (2) 640,246 8.6% 2400 Research Blvd Rockville, MD 20850
William F. Leimkuhler -- -- 43 Salem Straits Road Darien, CT 06820
Charles H. Merriman III 30,672 * C/O Scott & Stringfellow PO Box 1575 Richmond, VA 23218
Howard Grunfeld 55,900 * 2400 Research Blvd Rockville, MD 20850
Stanley S. Shuman (3) 2,743,000 37.5% 711 Fifth Avenue New York, NY 10022
Allen & Company Incorporated 1,902,000 26.0% 711 Fifth Avenue New York, NY 10022
Research Medical Center 375,000 5.1% 2316 East Meyer Blvd Kansas City, MO 64132
All Directors and Officers of USN 726,818 9.9% as a group (2) (four persons)
- ----------------
(1) Unless otherwise indicated, all shares are beneficially owned and sole voting and investment power is held by the person named above.
(2) Includes 640,246 shares held jointly by Mr. Gold and his wife, Susan Greenwald, as joint tenants with right of survivorship.
(3) Includes 1,902,000 shares owned by Allen & Company Incorporated, Mr. Shuman disclaims beneficial ownership in such shares, except to the extent of his pecuniary interest therein. .
* Less than one percent
ITEM 13.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
In 1993, pursuant to an agreement (the "USN Agreement") between the Company and A. Hyman Kirshenbaum, M.D. ("Kirshenbaum") and Jerry Brown, Ph.D ("Brown") , the Company, among other things, granted an aggregate 20% interest in USN to Brown and Kirshenbaum. In addition, following the execution of the USN agreement, Kirshenbaum was appointed as an officer of USN and Brown was appointed to the Company's Board of Directors and executed an employment agreement with USN. Under the terms of the USN Agreement, the Company possessed the right to repurchase for cash or Common Stock such 20% interest during each of the third through sixth full fiscal years of the USN Agreement at a value to be calculated by the Company in accordance with the terms of the USN Agreement. The Company exercised its right to repurchase the 20% interest in USN in November 1996 at a value of $38,781.40, which value was disputed by Brown and Kirshenbaum.
In June 1997, the Company instituted an action (the "Declaratory Action") in the United States District Court of Maryland, Southern Division against Kirshenbaum and Brown seeking a declaration from the Court that its repurchase of Brown's and Kirshenbaum's 20% interest in USN for $38,781.40 was fair and equitable. In response to the Declaratory Action, Brown and Kirshenbaum filed a counterclaim and third party claim against GHS, USN, Alan Gold and Allen & Co. Incorporated, a significant stockholder of GHS, citing various claims including causes of action for breach of contract and fraud. USN filed a counterclaim against Brown and Kirshenbaum alleging various torts claims arising out of the business relationship.
In addition to the above described federal court action, Brown filed a state court action in the District Court in and for Montgomery County, Maryland against USN and other parties seeking breach of contract damages for lost salary, unreimbursed expenses and for consequential damages and costs arising out of what he claims to be an improper termination from USN.
On May 25, 1999, the parties to the above-described actions settled all of above described legal proceedings pursuant to an Agreement and Plan of Settlement dated March 22, 1999 between Brown, Kirshenbaum, GHS, USN, Alan Gold, and Allen & Company. As part of the closing of such settlement, GHS delivered $200,000 in cash and 68,688 additional shares of GHS common stock to Brown and Kirshenbaum. In addition,
USN delivered to Brown and Kirshenbaum promissory notes (the "Settlement Notes") in the aggreagate amount of $450,000, bearing interest at the rate of 6 % per annum, and payable over a four-year period as follows: $100,000 on the first, third and fourth anniversaries of such closing and $150,000 on the second anniversary of such closing. USN will be solely responsible for the payment of the Settlement Notes.. The Settlement Notes are secured by a second-priority security interest in USN's receivables from its Kansas City and New York Gamma Knife centers. On June 9, 1999, the Declaratory Action was dismissed with prejudice by the parties, and said dismissal was approved by the District Court judge.
As consideration for financial advisory services rendered by Allen & Company Incorporated ("Allen") to GHS in connection with GHS's acquisition of ChangeYourLife.com, LLC and Concept Development Inc. on May 27, 1999, GHS agreed to pay Allen a financial advisory fee of $400,000, payable in installments of $100,000 on each of August 1, 1999, August 1, 2000, September 1, 2000 and October 1, 2000. As a result of the Assignment and Assumption Agreement entered into between GHS and USN in connection with USN's Spinoff from GHS, USN will be solely responsible for the payment of such fees because such fees relate to events occurring prior to May 27 , 1999. Allen is a significant shareholder of the Company.
In May 1999, GHS retained Scott & Stringfellow, an investment banking firm, to prepare an appraisal of USN in connection with the Spin-off. Mr. Charles H. Merriman III, a director of GHS and USN , is a Managing Director of Scott & Stringfellow.
PART IV
ITEM 14.
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K
(a) The following documents are filed as part of this report:
Page No. Consolidated Financial Statements of the Company Independent Auditors Report Balance Sheet as of December 31, 2000 and 1999 Statements of Operations for the years ended December 31, 2000, 1999, and 1998. Statements of Changes in Stockholders' Equity for the period January 1, 1998 through December 31, 2000 Statements of Cash Flows for the year ended December 31, 2000, 1999, and 1998. Notes to Financial Statements
All schedules have been omitted as the conditions requiring their filing are not present or the information required therein has been included in the notes to the financial statements.
(b) Reports on Form 8-K
None
Exhibits
(a) Form of Amended and Restated Certificate of Incorporation of U.S. Neurosurgical, Inc. ("USN") (1)
(b) Form of Amended and Restated Bylaws of USN (1)
(c) Form of Stock Certificate of Common Stock (1)
(d) Distribution Agreement dated May 27, 1999 between GHS, Inc. ("GHS") and USN (1)
(e) Tax Matters Agreement dated May 27,1999 betwwen GHS and USN (1)
(f) Assignment and Assumption Agreement dated May 27, 1999 between GHS and USN (1)
(g) Employment Agreement dated December 14,1984 betwwen USN and Alan Gold, as amended March 7, 1986 (incorporated by reference to Exhibit 10.3 of GHS's Registration Statement No. 33-4532-W on form S-18)
(h) Gamma Knife Neuroradiosurgery Equipment Agreement dated August, 1993 between Research Medical Center and USN (incorporated by reference to Exhibit 10h to GHS's Quarterly Report or Form 10-Q for the quarter ended September 30, 1993).
(i) Ground Lease Agreement dated August, 1993 between Research Medical Center and USN (incorporated by reference to Exhibit 10j to GHS's Quarterly Report on Form 10-Q for the quarter ended September 30, 1993).
(j) LGK Agreement dated July 12, 1993 between Elekta Instruments, Inc. and USN (incorporated by reference to Exhibit 10k to GHS's Quarterly Report on Form 10-Q for the quarter ended September 30, 1993).
(k) Agreement dated December 29, 1993 between USN and Elekta Instruments, Inc. (incorporated by reference to 10o to GHS's 1994 Annual Report on Form 10-K).
(l) Agreement dated August 1, 1996 between USN and DVI, Inc. (incorporated by reference 10j to GHS's 1997 Annual Report on form 10-K).
(m) Gamma Knife Neuroradiosurgery Equipment dated as of November 26, 1996 betwwen New York University on behalf of New York University Medical Center and USN. (1)
(n) List of Subsidiaries (1)
(1) Previously filed as an exhibit to the Form 10. Registration Statement of USN filed with the SEC on August 25, 1999.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
Dated: April 11, 2001
U.S. Neurosurgical, Inc. (Registrant)
By /s/ Alan Gold -------------------------------------------------- Alan Gold President and Chief Executive Officer
By /s/ Howard Grunfeld -------------------------------------------------- Howard Grunfeld Vice President of Finance and Chief Financial Officer
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.
April 11, 2001 /s/ Alan Gold -------------------------------------------- Alan Gold President and Director (Chief Executive Officer)
April 11, 2001 /s/ William F. Leimkuhler -------------------------------------------- William F. Leimkuhler Director
April 11, 2001 /s/ Charles H. Merriman III -------------------------------------------- Charles H. Merriman III Director
U.S. NEUROSURGICAL, INC. AND SUBSIDIARY
Contents
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Consolidated Financial Statements
Independent auditors' report
Balance sheets as of December 31, 2000 and 1999
Statements of operations for the years ended December 31, 2000, 1999 and 1998
Statements of stockholders' equity for the years ended December 31, 2000, 1999 and 1998
Statements of cash flows for the years ended December 31, 2000, 1999 and 1998
Notes to financial statements
INDEPENDENT AUDITORS' REPORT
Board of Directors and Stockholders U.S. NeuroSurgical, Inc. Rockville, Maryland
We have audited the accompanying consolidated balance sheets of U.S. NeuroSurgical, Inc. and subsidiary as of December 31, 2000 and 1999, and the related consolidated statements of operations, stockholders' equity and cash flows for each of the years in the three-year period ended December 31, 2000. These consolidated financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits.
We conducted our audits in accordance with generally accepted auditing standards. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the consolidated financial statements enumerated above present fairly, in all material respects, the consolidated financial position of U.S. NeuroSurgical, Inc. and subsidiary as of December 31, 2000 and 1999, and the consolidated results of their operations and cash flows for each of the years in the three-year period ended December 31, 2000 in conformity with generally accepted accounting principles.
Richard A. Eisner & Company, LLP
New York, New York January 24, 2001
U.S. NEUROSURGICAL, INC. AND SUBSIDIARY
Consolidated Balance Sheets
See notes to consolidated financial statements
U.S. NEUROSURGICAL, INC. AND SUBSIDIARY
Consolidated Statements of Operations
See notes to consolidated financial statements
U.S. NEUROSURGICAL, INC. AND SUBSIDIARY
Consolidated Statements of Stockholders' Equity
See notes to consolidated financial statements
U.S. NEUROSURGICAL, INC. AND SUBSIDIARY
Consolidated Statements of Cash Flows
See notes to consolidated financial statements
U.S. NEUROSURGICAL, INC. AND SUBSIDIARY
Notes to Consolidated Financial Statements
NOTE A - THE COMPANY AND ITS SIGNIFICANT ACCOUNTING POLICIES
[1] Basis of preparation:
U.S. NeuroSurgical, Inc. ("USN") owns and operates stereotactic radiosurgery centers, utilizing the Gamma Knife technology. U.S. NeuroSurgical Physics, Inc. ("USNP") administers the billing and collection of the fees charged by the physicist who operates the Kansas City gamma knife. USN and USNP are collectively referred to herein as the Company. The Company was a wholly owned subsidiary of GHS, Inc. ("GHS"), a publicly owned company. Effective May 27, 1999, GHS transferred its investment in USNP to USN. On May 20, 1999 the Board of Directors of USN authorized a stock split of USN's common stock which would result in the number of outstanding shares of USN common stock equaling the number of shares of GHS common stock outstanding on the date of the spin-off. The Board of Directors of GHS resolved to distribute such common shares to its own stockholders on a one-to-one basis in a spin-off transaction. Immediately following the spin-off, USN became a publicly held company.
The consolidated financial statements include the accounts of USN and USNP. All intercompany transactions and balances have been eliminated.
Management of the Company believes that its cash from operations plus cash on hand as of December 31, 2000 will be sufficient to fund its cash requirements through at least January 1, 2002, although there can be no assurances that this will be the case.
[2] Revenue recognition:
Patient revenue is recognized when the Gamma Knife procedure is rendered.
[3] Long-lived assets:
The Company reviews its long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable.
[4] Depreciation and amortization:
The Gamma Knives are being depreciated on the straight-line method over an estimated useful life of seven years. Leasehold improvements are being amortized on the straight-line method over 7 to 20 years, the life of the leases.
[5] Net earnings (loss) per share:
Net earnings (loss) per share gives retroactive effect to the stock split and spin-off described in Note A[1].
[6] Statements of cash flows:
For purposes of the statements of cash flows, the Company considers all highly liquid debt instruments purchased with a maturity of three months or less to be cash equivalents.
[7] Estimates and assumptions:
The preparation of financial statements in conformity with generally accepted accounting principles 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.
U.S. NEUROSURGICAL, INC. AND SUBSIDIARY
Notes to Consolidated Financial Statements
NOTE A - THE COMPANY AND ITS SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
[8] Fair values of financial instruments:
The estimated fair value of financial instruments has been determined based on available market information and appropriate valuation methodologies. The carrying amounts of cash, certificates of deposit, accounts receivable, other current assets and accounts payable approximate fair value at December 31, 2000 and 1999 because of the short maturity of these financial instruments. The carrying values of the obligations under capital leases and loans payable approximate fair value because the interest rates on these instruments approximate the market rates at December 31, 2000 and 1999.
NOTE B - AGREEMENTS WITH RESEARCH MEDICAL CENTER ("RMC")
[1] Gamma Knife neuroradiosurgery equipment agreement:
USN entered into a neuroradiosurgery equipment agreement (the "equipment agreement") with RMC, a stockholder of the Company for a period of 21 years, which commenced, with the completion of the neuroradiosurgery facility (the "facility") in September 1994. The equipment agreement, among other matters, requires USN to provide (i) the use of the Gamma Knife equipment (the "equipment") to RMC, (ii) the necessary technical personnel for the proper operation of the equipment, (iii) sufficient supplies for the equipment, (iv) the operation, maintenance and repair of the equipment, (v) all basic hardware and software updates to the equipment and, (vi) an uptime guarantee. In return, RMC pays USN 80% of RMC's fees for the use of the equipment and the facility. The agreement also provides for USN to establish for the benefit of RMC an escrow account funded with an amount equal to one month's average of the compensation payable to USN. USN is the owner of and entitled to the income from the escrow account so long as no event of default has occurred. As of December 31, 2000 and 1999, the escrow account had a balance of $101,000 and $96,000, respectively. The equipment agreement terminates automatically upon termination of the ground lease agreement (see Note B[2]). The Company had patient revenue from RMC in the amounts of $1,341,000, $2,081,000 and $1,425,000 for the years ended December 31, 2000, 1999 and 1998, respectively.
[2] Ground lease agreement:
USN constructed a facility in Kansas City, Missouri on property which the Company leases from RMC. The lease term is for a period of 21 years commencing September 1994. The lease provides for rent at $3,600 per annum. The terms of the lease include escalation clauses for increases in certain operating expenses and for payment of real estate taxes and utilities. Title to all improvements upon the land vests in RMC.
NOTE C - AGREEMENT WITH NEW YORK UNIVERSITY ON BEHALF OF NEW YORK UNIVERSITY MEDICAL CENTER ("NYU")
During November 1996, USN entered into a neuroradiosurgery equipment agreement ("NYU agreement") with NYU for a period of seven years ("the term"), with an option for NYU to extend the term for successive three-year periods or to purchase the Gamma Knife equipment at an appraised market value price. USN may negotiate the purchase price and upon failure of the parties to agree may request that the facility be closed. All costs associated with closing and restoring the facility to its original condition will be the liability of USN. The equipment agreement, among other matters, requires USN to provide (i) the use of the Gamma Knife equipment to NYU, (ii) training necessary for the proper operation of the Gamma Knife equipment, (iii) sufficient supplies for the equipment, (iv) the repair and maintenance of the equipment, (v) all basic hardware and software upgrades to the equipment and, (vi) an uptime guarantee. In return, NYU is to pay USN a scheduled fee based on the number of patient procedures performed. The Company had patient revenue from NYU in the amounts of $1,234,000, $1,008,000 and $907,000 for the years ended December 31, 2000, 1999 and 1998, respectively.
U.S. NEUROSURGICAL, INC. AND SUBSIDIARY
Notes to Consolidated Financial Statements
NOTE D - OBLIGATION UNDER CAPITAL LEASE AND LOANS PAYABLE
USN acquired its first Gamma Knife ("Knife 1") from Elekta Instruments ("Elekta") for $2,900,000 under a capital lease. The Company refinanced the lease with DVI Financial Services, Inc. ("DVI") under a 39-month capital lease with an implicit interest rate of approximately 10.4%.
On December 6, 1994, USN entered into an additional agreement with Elekta to acquire a second Gamma Knife ("Knife 2') for $2,900,000 which was also financed by DVI pursuant to a capital lease obligation. The lease terms provide for interest at the higher of 12.0% or that rate adjusted for any increase in the thirty month Treasury Note rate.
In addition, USN had entered into two (2) three-year loans with DVI in the amounts of $325,000 and $163,000 to finance the leasehold improvements required to install the Gamma Knife at NYU. The loans were repaid in full during 1999 and 2000, respectively. The leases and loans payable were collateralized by all the assets of the Company.
During 2000, USN entered into two(2) three-year loans with DVI in the amounts of $625,000 and $194,000 to finance the removal and reinstallation of the supply of cobalt at RMC. The loans bear interest at 10.7% per annum and are collateralized by the Gamma Knife at RMC.
The obligations under the capital lease and loans payable are as follows:
December 31, -------------------------- 2000 1999 ---------- ---------- Capital leases - Gamma Knife $1,750,000 $2,763,000 Loans payable - leasehold improvements 809,000 31,000 ---------- ----------
2,559,000 2,794,000 Less current portion 841,000 1,043,000 ---------- ----------
$1,718,000 $1,751,000 ========== ==========
Future payments as of December 31, 2000 on the equipment leases and loans are as follows:
Year Ending December 31, ------------ 2001 $ 1,094,000 2002 1,094,000 2003 764,000 2004 49,000 -----------
3,001,000 Less interest 442,000 -----------
Present value of net minimum obligation $ 2,559,000 ===========
U.S. NEUROSURGICAL, INC. AND SUBSIDIARY
Notes to Consolidated Financial Statements
NOTE E - CONCENTRATIONS
For the years ended December 31, 2000, 1999 and 1998, the Company derived all of its patient revenue from two hospitals. These two hospitals also accounted for 100% of the accounts receivable at December 31, 2000 and 1999.
The Company has been dependent on one manufacturer who sells, supplies and services the Gamma Knife.
NOTE F - TAXES
The components of the income tax provision (benefit) are as follows:
A reconciliation of the tax provision (benefit) calculated at the statutory federal income tax rate with amounts reported follows:
Items which give rise to deferred tax assets and liabilities are as follows:
U.S. NEUROSURGICAL, INC. AND SUBSIDIARY
Notes to Consolidated Financial Statements
NOTE F - TAXES (CONTINUED)
In 2000 and 1999, no valuation allowance was provided for the deferred tax asset because management believes that it is more likely than not that the benefit will be realized through future taxable income.
NOTE G - LITIGATION
In settlement of a litigation in May 1999, the Company paid $200,000 cash and issued promissory notes (the "Settlement Notes") in the aggregate amount of $450,000, bearing interest at the rate of 6% per annum, and payable over a four-year period as follows: $100,000 on the first, third and fourth anniversaries of such closing and $150,000 on the second anniversary of such closing. The Settlement Notes are secured by a second-priority security interest in the Company's receivables from its Kansas City and New York Gamma Knife centers. During 1998, $934,000 was charged to expense for this settlement including the value of 68,688 shares of common stock issued by GHS.
NOTE H - COMMITMENTS
Leases:
The Company leases office space under an operating lease expiring March 2003. The terms of the lease include an escalation clause for a portion of certain operating expenses. At December 31, 2000, the annual future minimum rental payments under the operating lease and the ground lease referred to in Note B (2) are as follows:
2001 $ 36,000 2002 36,000 2003 12,000 2004 4,000 2005 4,000 Thereafter 40,000 ---------
$ 132,000 =========
Rent expense was approximately $34,000, $33,000 and $21,000 for the years ended December 31, 2000, 1999 and 1998, respectively.
Gamma Knives:
The Company is required to reload cobalt at each facility approximately every 7 years. The cobalt of RMC was reloaded in 2000 (see Note D). The NYU facility will require cobalt reload in approximately 2003.
NOTE I - EMPLOYEES' 401(K) PLAN
The Company has established an employee benefits plan covering substantially all of its employees, which includes employer participation, in accordance with the provisions of Section 401(k) of the Internal Revenue Code. The plan allows participants to make pre-tax contributions and the Company may, at its discretion, match certain percentages of the employee contribution. Amounts contributed to the plan are deposited into a trust fund administered by independent trustees. The Company's discretionary matching 401(k) contributions for the year ended 2000, 1999 and 1998 were $14,000, $14,000 and $13,000, respectively.
U.S. NEUROSURGICAL, INC. AND SUBSIDIARY
Notes to Consolidated Financial Statements
NOTE J - RELATED PARTY TRANSACTIONS9+
[1] The amount due to stockholder is due on demand without interest.
[2] The Company and its president are parties to an employment agreement giving either party the option to terminate employment by giving the other party six months written notice. The president's salary for the year ended December 31, 2000, 1999 and 1998 were $265,000, $255,000 and $208,000, respectively.
[3] During the year ended December 31, 2000 and 1999, the Company hired a family member of an officer for computer consulting services. Such consulting expense amounted to $44,000 and $45,000, respectively.
[4] During the year ended December 31, 1999, the Company hired a consulting firm. A director of the Company was also the Managing Director of the consulting firm. Such consulting expense amounted to $30,000 for 1999.
NOTE K - EXTRAORDINARY ITEM
Extraordinary item represents amounts received by the Company on a receivable which originated with GHS.