City centers for the period in question. Patient expenses for the
six
months ended June 30, 2008 decreased 19% to $377,000 from $465,000 in the same
period a year ago. Even though patient procedures increased for the period, the
cost of owning, operating and maintaining the Gamma Knives are generally fixed,
and this period-over-period decrease in patient expenses was due largely to a
restructuring of the maintenance arrangements for the Company’s Gamma Knives
which took place in mid-2007. Selling, general and administrative expense
decreased 20% to $506,000 for the six months ended June 30, 2008 from $633,000
in the comparable period a year ago. This decrease was due to decreases in
amortization expense and insurance costs for the period in question. Interest
expense decreased 24% to $68,000 from $89,000 in the same period a year
earlier. This was due primarily to the fact that the Gamma Knife assets at the
New York center were not under a financing arrangement at any point during the
first six months of 2008. For the six months ended June 30, 2008, the Company
reported a net loss of $20,000 as compared to a net loss of $327,000 for the
same period a year earlier. This reduction in net loss resulted from the
increase in revenue in the first six months of 2008 as compared to the prior
period, as well as the expense reductions discussed above.
Liquidity and Capital Resources
At
June 30,
2008 the Company had working capital of $131,000 as compared to working capital
of $62,000 at December 31, 2007. Cash and cash equivalents at June 30, 2008
were $450,000 as compared with $372,000 at December 31, 2007.
Net
cash
provided by operating activities for the six months ended June 30, 2008 was
$293,000 as compared to $177,000 for the same period a year earlier.
Depreciation and amortization was $322,000 for the six months ended June 30,
2008, as compared with $354,000 the first six months of 2007.
The
Company
paid $213,000 towards its lease obligations during the six months ended June
30, 2008 as compared to $264,000 in the same period a year ago. With our
current cash position, and continued collection on our accounts receivable, the
Company believes that its cash position will be sufficient to support
operations for at least the next twelve months.
Risk Factors
We
desire
to take advantage of the “safe harbor” provisions of the Private Securities
Litigation Reform Act of 1995. The following factors, as well as the factors
listed under the caption “Risk Factors” in our Form 10-KSB for the fiscal year
ended December 31, 2007, have affected or could affect our actual results and
could cause such results to differ materially from those expressed in any
forward-looking statements made by us. Investors should carefully consider
these risks and speculative factors inherent in and affecting our business and
an investment in our common stock.
Operating
Losses
. We have experienced significant operating
losses in recent periods and may continue to do so in the future. We reported a
net loss of $335,000 for
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the year ended December 31, 2007. While the Company is taking
steps to
improve profitability, and it did operate with only a slight loss the first six
month of 2008, it is possible that the Company will experience material losses
in the future periods.
Availability
of Working Capital
. To date, we have earned sufficient
income from operations to fund periodic operating losses and support efforts to
pursue new Gamma Knife centers. If losses continue, we will be required to seek
additional capital to support continued operations and the development of new
centers, but we cannot assure you, however, that we will be able to raise such
additional capital as and when required.
Disclosure Regarding Forward Looking Statements
The
Securities and Exchange Commission encourages companies to disclose
forward-looking information so that investors can better understand a company’s
future prospects and make informed investment decisions. This document contains
such “forward-looking statements” within the meaning of the Private Securities
Litigation Reform Act of 1995, particularly statements anticipating future
growth in revenues and cash flow. Words such as “anticipates,” “estimates,”
“expects,” “projects,” “intends,” “plans,” “believes,” “will be,”
“will
continue,” “will likely result,” and words and terms of similar substance used
in connection with any discussion of future operating or financial performance
identify such forward-looking statements. Those forward-looking statements are
based on management’s present expectations about future events. As with any
projection or forecast, they are inherently susceptible to uncertainty and
changes in circumstances, and the Company is under no obligation to (and
expressly disclaims any such obligation to) update or alter its forward-looking
statements whether as a result of such changes, new information, future events
or otherwise.
The
Company
operates in a highly competitive and rapidly changing environment and business
segments that are dependent on our ability to: achieve profitability; increase
revenues; sustain our current level of operation; introduce on a timely basis
new products; maintain satisfactory relations with our customers; attract and
retain key personnel; maintain and expand our strategic alliances; and protect
our know-how. The Company’s actual results could differ materially from
management’s expectations because of changes in such factors. New risk factors
can arise and it is not possible for management to predict all such risk
factors, nor can it assess the impact of all such risk factors on the Company’s
business or the extent to which any factor, or combination of factors, may
cause actual results to differ materially from those contained in any forward-looking
statements. Given these risks and uncertainties, investors should not place
undue reliance on forward-looking statements as a prediction of actual results.
Investors
should also be aware that while the Company might, from time to time, communicate
with securities analysts, it is against the Company’s policy to disclose to
them any material non-public information or other confidential commercial
information. Accordingly, investors should not assume that the Company agrees
with any statement or report issued by any analyst irrespective of the content
of the statement or report. Furthermore, the Company has a policy against
issuing or confirming financial forecasts or projections issued by others.
Thus, to the extent that reports issued by securities
11
analysts or others contain any projections, forecasts or opinions,
such
reports are not the responsibility of the Company.
In
addition, the Company’s overall financial strategy, including growth in
operations, maintaining financial ratios and strengthening the balance sheet,
could be adversely affected by increased interest rates, failure to meet
earnings expectations, significant acquisitions or other transactions, economic
slowdowns and changes in the Company’s plans, strategies and intentions.
Item 3. Quantitative and Qualitative Disclosures About Market Risk.
Not
applicable.
Item 4T. Controls and Procedures
Evaluation of Disclosure Controls and Procedures
We
maintain
disclosure controls and procedures that are designed to ensure that information
required to be disclosed in the Company’s reports under the Securities Exchange
Act of 1934 is recorded, processed, summarized and reported within the time
periods specified in the SEC’s rules and forms, and that such information is
accumulated and communicated to our management, as appropriate, to allow timely
decisions regarding required disclosure. Management recognizes that any
controls and procedures, no matter how well designed and operated, can provide
only reasonable assurance of achieving the desired control objectives, and
management necessarily was required to apply its judgment in evaluating the
cost-benefit relationship of possible controls and procedures. We do realize
that we are a very small company and as a small company with only the officers
and directors participating in the day to day management, with the ability to
override controls, each officer and director has multiple positions and
responsibilities that would normally be distributed among several employees in
larger organizations with adequate segregation of duties to ensure the
appropriate checks and balances. Because the Company does not currently have a
separate chief financial officer, the Chief Executive Officer performs these
functions with the support of one of the Company’s outside directors who
assists in the reporting and disclosure process (the “Lead Director”).
Our
management evaluated the effectiveness of the design and operation of the
Company’s disclosure controls and procedures (as such term is defined in Rules
13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934) as of the
end of the period covered by this report. Based upon that evaluation (including
an evaluation of the updated procedures described above) the Company’s Chief
Executive Officer concluded that the Company’s disclosure controls and
procedures were effective as of the end of the period covered by this report
for the information required to be disclosed by the Company in the reports it
files or submits under the Securities Exchange Act of 1934, as amended, to be
recorded, processed, summarized and reported within the time periods specified
in the Securities and Exchange Commission’s rules and forms.
12
Internal Control over Financial Reporting
Our
management is responsible for establishing and maintaining adequate internal
control over financial reporting (as such term is defined in Rules 13a-15(f)
and 15d-15(f) under the Securities Exchange Act of 1934). Internal control over
financial reporting is a process designed to provide reasonable assurance
regarding the reliability of financial reporting and the preparation of
financial statements for external purposes in accordance with generally accepted
accounting principles. The Company’s internal control over financial reporting
includes those policies and procedures that:
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(i) pertain
to the maintenance of records that, in reasonable detail, accurately and
fairly reflect the transactions and dispositions of the assets of the
Company;
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(ii) provide
reasonable assurance that transactions are recorded as necessary to permit
preparation of financial statements in accordance with U.S. generally
accepted accounting principles, and that receipts and expenditures of the
Company are being made only in accordance with authorizations of management
and directors of the Company; and
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(iii)
provide reasonable assurance regarding prevention or timely detection of
unauthorized acquisition, use or disposition of the Company’s assets that
could have a material effect on the financial statements.
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Because
of inherent limitations, internal control over financial reporting may not
prevent or detect misstatements. Therefore, even those systems determined to be
effective can provide only reasonable assurance of achieving their control
objectives.
Changes in Internal Control over Financial Reporting
As
described in Item 8A(T) of our Form 10-KSB for the fiscal year ended December
31, 2007, management has identified the following material weaknesses in the
Company’s internal control over financial reporting as of December 31, 2007:
(1) the Company did not maintain a sufficient complement of personnel with the
appropriate level of knowledge, experience and training in the application of
GAAP and in internal controls over financial reporting commensurate with its
financial reporting requirements, (2) the Company did not maintain effective
controls over the determination and reporting of its income tax payable,
deferred income tax assets and liabilities, the related valuation allowances
and income tax expenses. Specifically, effective controls were not designed and
in place to ensure that management maintained the appropriate level of personnel
resources with an adequate experience and expertise in the area of GAAP
accounting for income taxes. These material weaknesses contributed to control
deficiencies, as well as audit adjustments to the 2007 annual consolidated
financial statements in the financial reporting and close process. As described
in Item 8A(T) of our Form 10-KSB for the fiscal year ended December 31, 2007,
management has begun to take steps to remediate the control deficiencies noted
above through the use of additional outside contractors with the requisite
experience and expertise in GAAP accounting.
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Other
than as described above, there have not been any changes in the Company’s
internal control over financial reporting (as such term is defined in Rules
13a-15(f) and 15d-15(f) under the Exchange Act) during the fiscal quarter ended
December 31, 2007 that have materially affected, or are reasonably likely to
materially affect, the Company’s internal control over financial reporting.
14
P
A
RT II - OTHER INFORMATION
I
tem 1. Legal Proceedings
During
2007, USN instituted a lawsuit against Midwest Division – RMC LLC, in the
Circuit Court of Jackson County, Missouri seeking damages against the defendant
as successor to USN’s agreement with RMC relating to the Kansas City Gamma
Knife center. This lawsuit arose out of USN’s agreement with RMC, executed in
December 1993. In the course of an audit, USN discovered that the defendant had
failed to make proper payments to USN under that agreement. USN sought to
recover amounts representing such underpayments.
On
July 3, 2008, following the trial at the Circuit Court, the jury found in favor
of USN and assessed damages at $1,919,124. The Circuit Court ordered that
judgment be entered in favor of the Company in that amount. The defendant
retains the right to request a new trial and a right to appeal the verdict. USN
expects that the defendant will pursue those rights, so the prospect for
payment of any amounts to the Company remain uncertain.
Patients
continue to receive treatment at the Kansas City center, but payments for those
treatments are being calculated by RMC according to the method that USN has
contested, and which is the subject of the lawsuit. Management believes that
the only issue is the extent to which USN will benefit through this lawsuit
with respect to prior periods.
Although
patients continue to be treated in Kansas City, it is not clear how the
presence, or the ultimate outcome, of the lawsuit will impact the Company’s
working relationship with RMC. RMC is a unit of HCA, Inc., a very large health
services organization which has substantially greater resources than are
available to USN. Nevertheless, USN has made a substantial investment in Kansas
City to build its business and provide quality healthcare to patients in the
Kansas City community in reliance on the RMC’s performance under their
agreement, and thus USN intends to pursue its rights aggressively in an effort
to protect that business.
I
tem 2. Unregistered Sales of
Equity Securities and Use of Proceeds
Not
applicable.
I
tem 3. Defaults Upon Senior
Securities
Not
applicable.
I
tem 4. Submission of Matters
to a Vote of Security Holders
Not
applicable.
15
Item 5. Other Information
Not
applicable.
Item 6. Exhibits
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SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant duly
caused this report to be signed on its behalf by the undersigned thereunto duly
authorized.
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U.S. Neurosurgical,
Inc.
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(Registrant)
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Date: August
12, 2008
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By:
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/s/ Alan
Gold
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Alan Gold
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Director,
President and
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Chief
Executive Officer
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and
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Principal
Financial Officer
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of the
Registrant
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17