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US NeuroSurgical Holdings Inc

For the period ended Jun 30, 2024. Filed Aug 9, 2024.

View on SEC.gov

About this filing

A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.

Jun 30, 2024 · Filed Aug 9, 2024

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What changed in Management’s Discussion and Analysis?

Read the current filing

Previous report: 10-Q

Period ended 2024-03-31; filed 2024-05-15.

0001140361-24-026235

Item 2. Management Discussion and Analysis of Financial Condition and Results of Operations

Current report: 10-Q

Period ended 2024-06-30; filed 2024-08-09.

0001437749-24-025847

Item 2. Management Discussion and Analysis of Financial Condition and Results of Operations

The baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.

Compared 18 previous paragraphs and 23 current paragraphs.

11 unchanged; 7 reworded; 1 added; 0 removed; 0 previous and 4 current paragraphs rearranged.

Tables are not compared: 0 previous and 0 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.

A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.

Added paragraphs (1)

Current report

During the six months ended June 30, 2024, and 2023, the Company recorded no income tax benefit or provision.
Reworded paragraphs (7)

Previous wording

Selling, general and administrative expense of $476,000 for the first quarter of 2024 was 266% higher than the $130,000 incurred during the comparable period in 2023, due mostly to the start-up costs for Elite Health in 2024.

Current wording

Selling, general and administrative expense of $437,000 for the second quarter of 2024 was 81% higher than the $242,000 incurred during the comparable period in 2023, due mostly to the start-up costs for Elite Health in 2024.

Previous wording

During the three months ended March 31, 2024, the Company recognized $2,000 gain from its investment in unconsolidated entities compared to a $3,000 during the same period in 2023.

Current wording

During the three months ended June 30, 2024, the Company recognized $2,000 gain from its investment in unconsolidated entities compared to a loss of $269,000 during the same period in 2023.

Previous wording

During the three months ended March 31, 2024, the Company recorded an income tax benefit of $163,000 compared to no benefit or provision in the first quarter of 2023,

Current wording

During the three months ended June 30, 2024 and 2023, the Company recorded no income tax benefit or provision.

Previous wording

For the three months ended March 31, 2024, the Company reported a net loss of $312,000 as compared to $127,000 for the same period a year earlier. The net loss was primarily due to the lack of revenue.

Current wording

For the six months ended June 30, 2024, the Company reported a net loss of $747,000 as compared to $638,000 for the same period a year earlier. The net loss was primarily due to the lack of revenue.

Previous wording

Net cash used in operating activities for the three months ended March 31, 2024, was $461,000 as compared to $130,000 for the same period a year earlier. This change is primarily due to the Company using cash reserves for day-to-day expenses. During the first quarter of 2024, the Company received $2,000 of distributed earnings from unconsolidated entities as compared to $23,000 in the first quarter of 2023.

Current wording

Net cash used in operating activities for the six months ended June 30, 2024, was $916,000 as compared to $433,000 for the same period a year earlier. This change is primarily due to the Company using cash to invest in the Elite business. During the six months ended June 30, 2024, the Company received no distributed earnings from unconsolidated entities as compared to $23,000 in the first six months of 2023.

Previous wording

On January 16, 2024, the Company held an initial closing of a private placement of shares of the Company’s common stock to raise gross proceeds of not less than $1,000,000, and up to $2,000,000, at a price of $0.50 per share. Since the initial closing, the Company amended the terms of the private placement to raise up to $3,000,000 maximum and, as of April 15, 2024, raised proceeds of an aggregate of $2,100,000. As a result of these issuances, as of April 15, 2024, there were outstanding 9,284,924 shares of the Company’s Common Stock.

Current wording

On January 16, 2024, the Company held an initial closing of a private placement of shares of the Company’s common stock to raise gross proceeds of not less than $1,000,000, and up to $2,000,000, at a price of $0.50 per share. Since the initial closing, the Company amended the terms of the private placement to raise up to $3,000,000 maximum on April 15, 2024 and amended further on July 10, 2024 to increase the maximum pursuant to the private placement to $5,000,000. As of August 15, 2024 the Company raised an aggregate of $3,000,000. As a result of these issuances, as of August 15, 2024, there were outstanding 13,484,924 shares of the Company’s Common Stock.

Previous wording

In fiscal year 2023, the Company incurred a net loss of $816,000 compared to $1,572,000 in fiscal year 2022 and a net loss of $312,000 and $127,000 during the three months ended March 31, 2024, and 2023, respectively. As of March 31, 2024, the Company had an accumulated deficit in stockholders’ equity of $2,702,000, cash and cash equivalents of $1,750,000 and a working capital deficit of $396,000. In addition, the Company currently does not have access to capital through a line of credit nor other readily available sources of capital. Together, these factors raised substantial doubt regarding the Company’s ability to continue as a going concern at March 31, 2024. However, management has considered its plans to continue the Company as a going concern, concentrating on the establishment and operation of managed health care plans. As noted above, during the first quarter of 2024, the Company raised gross proceeds of $2.1 million in support of this business opportunity through the sale of its Common Stock in a private placement and believes it has access to additional capital through the remainder of 2024. Additionally, the Company believes that these activities and resulting expenses can be managed to the level of cash resources on hand and expected to be raised. Management believes its plan alleviates the substantial doubt, that it will be successful in its planned business initiatives and will be able to continue as a going concern through at least the next twelve months. However, there can be no assurance that sources of capital will be available to the Company at that time or, if available, can be obtained on terms favorable to the Company.

Current wording

In fiscal year 2023, the Company incurred a net loss of $816,000 compared to $1,572,000 in fiscal year 2022 and a net loss of $747,000 and $638,000 during the six months ended June 30, 2024, and 2023, respectively. As of June 30, 2024, the Company had an accumulated deficit in stockholders’ equity of $3,137,000, cash and cash equivalents of $2,195,000 and working capital of $1,265,000. In addition, the Company currently does not have access to capital through a line of credit nor other readily available sources of capital. Together, these factors raised substantial doubt regarding the Company’s ability to continue as a going concern at June 30, 2024. However, management has considered its plans to continue the Company as a going concern, concentrating on the establishment and operation of managed health care plans. As noted above, during the six months ended June 30, 2024, the Company raised gross proceeds of $3 million in support of this business opportunity through the sale of its Common Stock in a private placement and believes it has access to additional capital through the remainder of 2024. Additionally, the Company believes that these activities and resulting expenses can be managed to the level of cash resources on hand and expected to be raised. Management believes its plan alleviates the substantial doubt, that it will be successful in its planned business initiatives and will be able to continue as a going concern through at least the next twelve months. However, there can be no assurance that sources of capital will be available to the Company at that time or, if available, can be obtained on terms favorable to the Company.
Rearranged current paragraphs (4)

Current report — wording carried from elsewhere

For the three months ended June 30, 2024, the Company reported a net loss of $435,000 as compared to $511,000 for the same period a year earlier. The net loss was primarily due to investment in Elite prior to generation of any revenue.

Current report — wording carried from elsewhere

Six Months Ended June 30, 2024, Compared to Three Months Ended June 30, 2023

Current report — wording carried from elsewhere

Selling, general and administrative expense of $913,000 for the first six months of 2024 was 146% higher than the $371,000 incurred during the comparable period in 2023, due mostly to the start-up costs for Elite Health in 2024.

Current report — wording carried from elsewhere

During the six months ended June 30, 2024, the Company recognized $4,000 gain from its investment in unconsolidated entities compared to a loss of $267,000 during the same period in 2023.