SECURITIES AND EXCHANGE COMMISSION FORM 10-K ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF |
| For the fiscal year ended | Commission File No. | |
| December 31, 2004 | 0-26575 |
| U.S. NEUROSURGICAL, INC. (Exact name of Registrant as specified in its charter) |
| Delaware | 52-1842411 | |
| (State or other jurisdiction of | (I.R.S. Employer | |
| incorporation or organization) | Identification Number) |
| 2400 Research Boulevard, Suite 325, Rockville, Maryland | 20850 |
| (Address of principal executive office) | (Zip Code) |
| Registrant’s telephone number, including area code: (301) 208-8998 | |
| Securities Registered Pursuant to Section 12(b) of the Act: | |
| Title of Each Class | Name of Each Exchange on Which Registered | |
| None | Not Applicable | |
| Securities Registered Pursuant to Section 12(g) of the Act: | ||
| Common Stock, par value $.01 per share | ||
Indicate by check mark whether the Registrant (1) has filed all reports required to be filed in Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding twelve (12) months (or for such shorter period that the Registrant was required to file such reports) and (2) has been subject to such filing requirements for the past 90 days. |
| YES x | NO o |
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this form 10-K. The aggregate market value of Registrant’s Common Stock held by non-affiliates was approximately $150,000 on March 15, 2005, based upon the average of the bid and asked prices as reported on the OTC Bulletin Board. The number of shares of Registrant’s Common Stock, par value $.01 per share, outstanding as of March 15, 2005, was 7,697,185. |
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Part I |
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| ITEM 1. | BUSINESS |
U.S. Neurosurgical, Inc. (USN) owns and operates stereotactic radiosurgery centers, utilizing the Leksell Gamma Knife technology (Gamma Knife). 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 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. 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 |
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City, Missouri, and one on the premises of New York University Medical Center (NYU) in New York, New York. Management continues 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, 2004, there were approximately 100 Gamma Knife treatment centers in the United States of America. Through September 9, 1999, USN was a wholly owned subsidiary of GHS, Inc (“GHS”). Effective on September 17, 1999, GHS distributed its shares of USN to the stockholders of GHS ( the “Spinoff”). 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 |
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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 Hospital Corporation of America (HCA). USN formed a cooperative venture with RMC in September, 1993. Per an agreement with RMC, GHS, Inc., sold 500,000 shares of its common stock for $500,000 to RMC to secure additional working capital in order to enable USN to 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. Costs associated with closing and restoring the RMC facility to its original condition are the responsibility of USN. For the year ended December 31, 2004, 2003 and 2002, USN derived revenues from the RMC center of |
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approximately $1,153,000, $1,449,000 and $1,473,000 respectively, as a result of 111, 117 and 131 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. In August 2003, the Cobalt source was reloaded in the New York Gamma Knife. After making the first 80% of payments equivalent to $582,000 to Elekta Instruments, DVI, the leasing company that USN had used for the previous six years on all transactions, filed for protection under Chapter 11 of the U.S. Bankcruptcy Code. USN began making all lease payments into an escrow account beginning in September 2003 while the Company continued to negotiate with DVI and its successor. The Company refinanced the lease with SMT Leasing in April 2004. During November 2002 the Company extended the term of its agreement with NYU until 2010. The Company has 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. Costs associated with closing and restoring the NYU facility to its original condition are the responsibility of USN/ NYU provides the medical and technical staff to operate the facility. For the years ended December 31, 2004, 2003, and 2002, USN derived revenues from the NYU center of approximately $1,250,000, $995,000 and $1,166,000, respectively, as a result of 162, 131 and 150 procedures performed, respectively, during such periods. The reimbursement for the procedures has remained consistent the past two years. We expect reimbursement to remain about the same in the next year. In August 2003 USN commenced payment on a $750,000 lease for the NYU cobalt reload, that was originally thought to be fully funded by DVI, Inc. In August after making the first payment of $21,584 on August 10, 2003 USN found that DVI, Inc. had |
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failed to make the final 2 payments to Elekta that amounted to $150,000. On August 15, 2003 DVI, Inc. filed for protrection under Chapter 11 of the U.S. Bankcruptcy Code seeking to reorganize. In September 2003 and the months after, the Company made lease payments into an escrow account controlled by counsel while it negotiated a resolution to the shortfall created by DVI. The new financing was for approximately $728,000 that will be payable over 36 months at $23,000 per month beginning in April 2004. Risk Factors: 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 |
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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 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. |
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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 the past two years a new technology called CyberKnife has also entered into the noninvasive market. In addition, larger hospitals may be expected to install Gamma Knife or competing technologies as part of their regular inpatient services. Virtually all 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. During 2004, the Company entered into an agreement to upgrade to a new Gamma Knife at RMC. After the trade in of the older unit the cost will be approximately $2,500,000. Elekta is 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 $145,000 per year. Any interruption in the supply |
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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 $3,800,000. Therefore, the Company’s development of new Gamma Knife centers is dependent on its ability to secure favorable financing. The cobalt at the NYU facility was reloaded in August 2003 and the costs were approximately $800,000, which were partially financed. The payments are for $23,000 per month until March 2007. In May 2003 the Company borrowed $137,000 to fund its short term obligations. The term of the loan is 40 months and carries an interest rate of 8.5% and has a monthly payment of $3,960. 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 is a physicist, and two are in administration and office support. |
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| ITEM 2. | PROPERTIES |
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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 $40,000 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. Rent is deducted up front in the fee paid to USN for the use of the Gamma Knife. USN’s agreements with RMC expire in September 2015 and there are no renewal options. USN’s agreement with NYU was extended this year and now expires in June 2010. |
| ITEM 3. | LEGAL PROCEEDINGS |
| None | |
| ITEM 4. | SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS |
| None | |
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| PART II | |
| 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 January 1, 2003 through December 31, 2004. |
Period |
High Bid | Low Bid | |||
| January 1 – March 31, 2003 | .10 | .05 | |||
| April 1 - June 30, 2003 | .12 | .07 | |||
| July 1 – September 30, 2003 | .17 | .08 | |||
| October 1 – December 31, 2003 | .13 | .08 | |||
| January 1 – March 31, 2004 | .11 | .09 | |||
| April 1 - June 30, 2004 | .11 | .09 | |||
| July 1 – September 30, 2004 | .13 | .09 | |||
| October 1 – December 31, 2004 | .17 | .09 |
The quotations reflect inter-dealer prices, without retail mark-up, mark-down or commissions and may not necessarily represent actual transactions. As of March 15, 2005, 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. | 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, 2000 through 2004. 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. |
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Year Ended |
| 2004
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2003
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2002
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2001
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2000
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|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Operating Revenue | $ | 2,403 | $ | 2,444 | $ | 2,639 | $ | 2,573 | $ | 2,575 | |||||
| Expenses: | |||||||||||||||
| Patient expense | 780 | 820 | 930 | 1133 | 1,125 | ||||||||||
| General and administrative | 1384 | 1411 | 1386 | 1282 | 1,338 | ||||||||||
| Interest expense | 59 | 86 | 163 | 277 | 318 | ||||||||||
| Net Income (loss) | 123 | 61 | 98 | 120 | (17 | ) | |||||||||
| Basic and diluted Income per common share | $ | 0.02 | $ | 0.01 | $ | 0.01 | $ | 0.02 | $ | 0.00 | |||||
| December 31, | |||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2004
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2003
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2002
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2001
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2000
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| Balance Sheet Data: | |||||||||||||||
| Cash and cash equivalents | $ | 511 | $ | 89 | $ | 88 | $ | 311 | $ | 286 | |||||
| Total assets | 4,201 | 3,150 | 2,963 | 3,795 | 4,856 | ||||||||||
| Long-term obligations | 1,652 | 542 | 101 | 1,005 | 2,168 | ||||||||||
| Stockholders equity (deficiency) | 1,464 | 1,337 | 1,368 | 1,279 | 1,131 | ||||||||||
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| ITEM 7. | MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS |
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The following discussion should be read in conjunction with the Financial Statements and Notes set forth elsewhere in this report. Results of Operations 2004 Compared to 2003 Patient revenue decreased 2% to $2,403,000 in 2004 compared to $2,444,000 in 2003. Patient expenses decreased 5% to $780,000 in 2004 from $820,000 in 2003. S,G & A decreased 2% to $1,384,000 in 2004 from $1,411,000 in 2003. Income from operations was $239,000 in 2004 compared to $213,000 in 2003. Interest expense declined 31% to $59,000 in 2004 from $86,000 in 2003. This was due to the paydown of principal on the Gamma Knife cobalt lease. In 2005, interest expense will increase due to the replacement of the Kansas City Gamma Knife with a newer model. As a result of the above, net income was $123,000 compared to $61,000 in 2003. The trends of the recent past lead us to believe that reimbursement will continue to remain at current levels. 2003 Compared to 2002 Patient revenue declined 7% to $2,444,000 in 2003 as compared to $2,639,000. The decrease was mainly due to the reload of the cobalt source at our NYU site during the summer of 2003. The site was not available for use for about one month. Reimbursement continued at the same levels as the prior year. Patient expenses declined 12% to $820,000 from $930,000 in 2002. The decrease was due to decreased depreciation on the knives. Selling, general and administrative expense (S,G & A) increased 2% to $1,411,000 from $1,386,000 in the previous year. Interest expense declined 48% to 85,000 in 2003 from $160,000 in 2002. This was due to the payoff of the NYU Gamma Knife lease. As a result of the above the net income was $61,000 as compared to $98,000 in 2002. |
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During 2003, the Company adopted FAS 143 and recorded asset retirement obligations of $200,000 based upon estimated amounts, consisting principally of removal of Gamma Knives and disposal of regulated materials and the restoration of facilities at NYU and RMC. The pro forma amount of the liability as of January 1, 2002 and December 31, 2002 would also approximate $200,000. Such liabilities have been measured using current information, current assumptions and current interest rates and have been recorded with a corresponding increase in the carrying value of the Gamma Knives. The Company is amortizing such costs over the lives of the respective useful lives from inception. Upon initial application of FAS 143, the Company has recognized $140,000 of accumulated depreciation and a deferred tax asset of $56,000 and a net increase in accumulated deficit of $84,000 as the cumulative effect of a change in accounting principles during the year ended December 31, 2003. Application of the provisions of FAS 143 would have resulted in a decrease in net income of approximately $12,000 for the year ended December 31, 2002. If the Company had adopted this standard effective January 1, 2003, total assets, liabilities and accumulated deficit at the end of each of the first three quarters would have increased by $120,000, $200,000 and $80,000, respectively. In addition, amortization expense would be $1,000 higher in each of the first three quarters of 2003. Liquidity and Capital Resources At December 31, 2004 the Company had a working capital surplus of $86,000 as compared to a working capital deficit of $359,000 at December 31, 2003. Cash and cash equivalents at December 31, 2003 were $511,000 as compared to $89,000 at December 31, 2003. Net cash provided by operating activities was $497,000 as compared with $992,000 for the same period a year earlier. Depreciation and amortization was $566,000 as compared to $779,000 in 2003. Accounts receivable increased $32,000 during the year as compared to an decrease of $142,000 in 2003. Accounts payable decreased by $159,000 during 2004 as compared to $21,000 in 2003. The Company paid its outstanding obligation of $100,000 with Elekta during 2004 |
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Net cash used in investing activities for the year ended 2004 was $1,071,000 as compared to $1,014,000 in the year ago period. The Company has made progress payments for $1,282,000 towards its new Gamma Knife and also resolved the $211,000 in escrow to pay its debt obligations. Net cash used in financing activites for the year ended December 31, 2004 was $996,000 as compared to $23,000 in 2003. The Company paid $1,014,000 towards its capital leases in 2004 as compared to $688,000 in 2003. The Company borrowed $2,010,000 for progress capital and cobalt reload purposes during 2004. The Company also retired 205,000 shares in 2004. 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. Asset retirement obligations: In June 2001, the Financial Accounting Standards Board (“FASB”), issued Statement No. 143, “Accounting for Asset Retirement Obligations,” (“FAS 143”) effective for the fiscal years beginning after June 15, 2002. Accordingly, the Company recorded liabilities for legal obligations associated with the retirement of tangible long-lived assets based the estimated fair value of such liabilities. The estimated costs of these obligations is capitalized as costs of the assets subject to the retirement obligations and amortized over the lives of the assets. |
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| ITEM 7A. | QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK |
| None | |
| 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. |
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| Quarter Ended
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| 2004 | 31-Mar | 30-Jun | 30-Sep | 31-Dec | Year | ||||||||||
| Revenue | 529 | 774 | 637 | 463 | $ | 2,403 | |||||||||
| Income (Loss) from operations | 40 | 246 | 85 | (132 | ) | 239 | |||||||||
| Net Income (loss) | 33 | 131 | 44 | (85 | ) | 123 | |||||||||
| Basic and diluted Income per common share | $ | 0.00 | $ | 0.02 | $ | 0.01 | -$ | 0.01 | $ | 0.02 | |||||
| 2003 | 31-Mar | 30-Jun | 30-Sep | 31-Dec | Year | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Revenue | 835 | 550 | 490 | 569 | $ | 2,444 | |||||||||
| Income (Loss) from operations | 257 | (54 | ) | (157 | ) | 167 | 213 | ||||||||
| Net Income (loss) | 136 | (41 | ) | (110 | ) | 76 | 61 | ||||||||
| Basic and diluted Income per common share | $ | 0.02 | -$ | 0.01 | -$ | 0.01 | $ | 0.01 | $ | 0.01 | |||||
| 2002 | 31-Mar | 30-Jun | 30-Sep | 31-Dec | Year | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Revenue | 746 | 638 | 660 | 595 | $ | 2,639 | |||||||||
| Income (Loss) from operations | 196 | 69 | 64 | (6 | ) | 323 | |||||||||
| Net Income (loss) | 84 | 15 | 19 | (20 | ) | 98 | |||||||||
| Basic and diluted Income per common share | $ | 0.01 | $ | 0.00 | $ | 0.00 | $ | 0.00 | $ | 0.01 | |||||
| ITEM 9. | DISAGREEMENTS ON ACCOUNTING AND FINANCIAL DISCLOSURE |
| None | |
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| PART III | |
| 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 | 60 | President & Chairman | ||
| William F. Leimkuhler | 53 | Director | ||
| Charles H. Merriman, III | 70 | Director | ||
| Howard Grunfeld | 44 | Vice President—Finance, Treasurer | ||
| Susan Greenwald | 59 | 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, 60, 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, 53, is currently the Director of Business Development for Paice Corporation, the developer of an advanced hybrid electric powertrain for passenger vehicles, a position he has held since October 1999. He also acts as a consultant on corporate and business development matters to several emerging growth companies. From January 1994 until |
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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, 70, Mr. Merriman retired at the close of the year 2001 from service as Senior Vice President and Managing Director of BB&T Capital Markets (“BB&T”), an investment banking enterprise, where he was employed in various capacities since 1972 by BB&T and its predecessor. 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, 44, 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, 59, 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. |
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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, 2004, the Board of Directors held three 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, 2004, all filing requirements applicable to its officers and directors were complied with by such individuals. |
| ITEM 11 | EXECUTIVE COMPENSATION |
| The information below sets forth the compensation for the year ended December 31, 2004, 2003, and 2002, for the Chief Executive Officer of the Company. | |
| Summary Compensation Table | ||||||
| Name and Principal Position |
Year
|
Annual Compensation Salary($) |
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| Alan Gold | 2004 | $ | 300,000 | |||
| President & Director | 2003 | $ | 300,000 | |||
| 2002 | $ | 300,000 | ||||
19 |
| 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. | SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT |
The following table sets forth, as of March 15, 2005, 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: |
|
| Name and Address of Beneficial Owner |
Number of Shares Beneficially Owned (1) |
Percent of Class |
|||||
|---|---|---|---|---|---|---|---|
| Alan Gold (2) | 1,140,246 | 14.5 | % | ||||
| 2400 Research Blvd. | |||||||
| Rockville, MD 20850 | |||||||
| Howard Grunfeld | 155,900 | 2.0 | % | ||||
| 2400 Research Blvd. | |||||||
| Rockville, MD 20850 | |||||||
| William F. Leimkuhler | 100,000 | 1.3 | % | ||||
| 43 Salem Straits Road | |||||||
| Darien, CT 06820 | |||||||
| Charles H. Merriman III | 130,672 | 1.7 | % | ||||
| 5507 Cary St. Road | |||||||
| Richmond, VA 23226 | |||||||
| Stanley S. Shuman (3) | 2,688,000 | 34.2 | % | ||||
| 711 Fifth Avenue | |||||||
| New York, NY 10022 | |||||||
| Allen & Company Incorporated | 1,847,000 | 23.4 | % | ||||
| 711 Fifth Avenue | |||||||
| New York, NY 10022 | |||||||
| All Directors and Officers of USN | 1,526,818 | 19.5 | % | ||||
| 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. |
20 |
| (2) | Includes 1,140,246 shares held jointly by Mr. Gold and his wife, Susan Greenwald, as joint tenants
with right of survivorship. |
| (3) | Includes 1,847,000 shares owned by Allen & Company Incorporated, Mr. Shuman disclaims beneficial
ownership in such shares, except to the extent of his pecuniary interest therein. |
21 |
| 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.
|