Elite Health Systems Inc 10-K/A for FY2021

Elite Health Systems Inc. (EHSI)

10-K/A 2022-06-24 For: 2021-12-31

Added on April 06, 2026

About this 10-K/A

Elite Health Systems Inc filed this 10-K/A on June 24, 2022, covering the fiscal year ended December 31, 2021 (FY2021).

Headline figures

Fiscal year ended December 31, 2021, as reported in this filing, compared with the same period a year earlier where the filing states it.

Revenue: $1.06M; down 66.6% from $3.17M a year earlier
Net loss: $881K; compared with net income of $533K a year earlier
Diluted EPS: -$0.11; compared with $0.07 a year earlier

Search and read filings like this one from Claude or ChatGPT with the SEC filings MCP server →

Delaware		47-5370333
(State of other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

2400 Research Blvd, Suite 325, Rockville, Maryland		20850
(Address of principal executive offices)		(Zip Code)

Securities registered under Section 12(b) of the Act:		None

Securities registered under Section 12(g) of the Act:		Common Stock, par value $.01 per share

Large accelerated filer ☐	Accelerated filer ☐
Non-accelerated filer ☐ (Do not check if a smaller reporting company)	Smaller reporting company ☒
	Emerging growth company ☐

PART I			5
	Item 1.	Business.	5
	Item 1A.	Risk Factors.	16
	Item 1B.	Unresolved Staff Comments.	20
	Item 2.	Properties.	20
	Item 3.	Legal Proceedings.	20
	Item 4.	Mine Safety Disclosures.	20
PART II			21
	Item 5.	Market For Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.	21
	Item 6.	Selected Financial Data	21
	Item 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations.	22
	Item 7A.	Qualitative and Quantitative Disclosures About Market Risk.	24
	Item 8.	Financial Statements and Supplementary Data.	24
	Item 9.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.	57
	Item 9A.	Controls and Procedures.	57
	Item 9B.	Other Information.	58
PART III			59
	Item 10.	Directors, Executive Officers and Corporate Governance.	59
	Item 11.	Executive Compensation.	60
	Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.	61
	Item 13.	Certain Relationships and Related Transactions, and Director Independence.	62
	Item 14.	Principal Accounting Fees and Services.	62
PART IV			63
	Item 15.	Exhibits, Financial Statement Schedules.	63

Period	High Close	Low Close

January 1 – March 31, 2020	.20	.15
April 1 - June 30, 2020	.28	.11
July 1 – September 30, 2020	.28	.19
October 1 – December 31, 2020	.33	.25

January 1 – March 31, 2021	.38	.25
April 1 - June 30, 2021	.44	.26
July 1 – September 30, 2021	.31	.25
October 1 – December 31, 2021	.31	.23

		Page

Consolidated Financial Statements

	Report of Independent Registered Public Accounting Firm (PCAOB ID Number 517)	26

	Consolidated Balance Sheets as of December 31, 2021 and 2020	27

	Consolidated Statements of Operations for the years ended December 31, 2021 and 2020	28

	Consolidated Statements of Equity for the years ended December 31, 2021 and 2020	29

	Consolidated Statements of Cash Flows for the years ended December 31, 2021 and 2020	30

	Notes to Consolidated Financial Statements	31

	December 31,
	2021			2020
ASSETS	(As Restated)
Current assets:
Cash and cash equivalents	$	2,178,000		$	2,030,000
Accounts receivable		-			346,000
Investment in sales-type sublease - current		-			532,000
Other current assets		65,000			99,000
Total current assets		2,243,000			3,007,000

Other assets:
Due from related parties		930,000			912,000
Investments in unconsolidated entities		141,000			160,000
Goodwill		315,000			-
Total other assets		1,386,000			1,072,000

Property and equipment:
Operating lease right-of-use asset		59,000			94,000
Total property and equipment		59,000			94,000

TOTAL ASSETS	$	3,688,000		$	4,173,000

LIABILITIES
Current liabilities:
Obligations under finance lease - current portion	$	-		$	89,000
Operating lease right-of-use liability - current portion		43,000			40,000
Accounts payable and accrued expenses		169,000			170,000
Income taxes payable		414,000			111,000
Total current liabilities		626,000			410,000

Operating lease right-of-use liability - net of current portion		23,000			66,000
Guarantee liability		11,000			11,000
Total liabilities		660,000			487,000

EQUITY
Common stock - par value $0.01; 25,000,000 shares authorized; 7,792,185 shares issued and outstanding at December 31, 2021 and 2020.		78,000			78,000
Additional paid-in capital		2,871,000			3,100,000
(Accumulated deficit) retained earnings		(373,000	)		508,000
U.S. Neurosurgical Holdings, Inc. stockholders’ equity		2,576,000			3,686,000
Noncontrolling interests		452,000			-
Total equity		3,028,000			3,686,000
TOTAL LIABILITIES AND EQUITY	$	3,688,000		$	4,173,000

	Years Ended December 31,
	2021			2020
	(As Restated)
Revenue	$	1,061,000		$	3,173,000

Costs and expenses:
Patient expenses		86,000			361,000
Selling, general and administrative		1,063,000			1,197,000

Total		1,149,000			1,558,000

Operating (loss) income		(88,000	)		1,615,000

Total other (expense) income
Interest expense		(3,000	)		(25,000	)
Interest income		-			3,000
Interest income - sales-type sublease		8,000			72,000
Loss from investments in unconsolidated entities, net		(470,000	)		(809,000	)
Total other expense		(465,000	)		(759,000	)

(Loss) income before income taxes		(553,000	)		856,000

Income tax provision		420,000			323,000

Net (loss) income		(973,000	)		533,000
Net loss attributable to noncontrolling interests		92,000			-
Net (loss) income attributable to U.S. Neurosurgical Holdings, Inc.	$	(881,000	)	$	533,000

Basic and diluted net (loss) income per share attributable to U.S. Neurosurgical Holdings, Inc.	$	(0.11	)	$	0.07

Weighted average common shares outstanding, basic and diluted		7,792,185			7,792,185

	Common Stock
	Number of Shares		Amount		Additional Paid-In Capital			(Accumulated Deficit) Retained Earnings			U.S. Neurosurgical Holdings, Inc. Stockholders’ Equity			Noncontrolling Interests			Total Equity
Balance - December 31, 2019		7,792,185	$	78,000	$	3,100,000		$	(25,000	)	$	3,153,000		$	-		$	3,153,000
Net income for the year ended December 31, 2020		-		-		-			533,000			533,000			-			533,000
Balance - December 31, 2020		7,792,185	$	78,000	$	3,100,000		$	508,000		$	3,686,000		$	-		$	3,686,000
Sale of subsidiary shares to noncontrolling interests						(229,000	)					(229,000	)		544,000			315,000
Net loss for the year ended December 31, 2021 (As Restated)		-		-		-			(881,000	)		(881,000	)		(92,000	)		(973,000	)
Balance - December 31, 2021 (As Restated)		7,792,185	$	78,000	$	2,871,000		$	(373,000	)	$	2,576,000		$	452,000		$	3,028,000

	Classification	December 31,
Assets		2021		2020
Current
Finance lease assets	Investment in sales-type sublease - current	$	-	$	532,000

Long-term
Operating lease assets	Operating lease right-of-use asset		59,000		94,000
Total leased assets		$	59,000	$	626,000

Liabilities
Current
Finance lease liabilities	Obligations under finance lease - current portion	$	-	$	89,000
Operating lease liabilities	Operating lease right-of-use liability - current portion		43,000		40,000

Long-term
Operating lease liabilities	Operating lease right-of-use liability - net of current portion		23,000		66,000
Total lease liabilities		$	66,000	$	195,000

Lease Cost
Operating lease cost	Selling, general and administrative	$	41,000	$	42,000

Finance lease cost
Interest on lease liabilities	Interest expense		1,000		23,000

Sublease income	Interest income - sales-type sublease		8,000		72,000
Net lease cost		$	34,000	$	(7,000	)

Maturity of lease liabilities (as of December 31, 2021)	Operating lease
2022		46,000
2023		24,000
Total	$	70,000
Less amount representing interest		4,000
Present value of lease liabilities	$	66,000
Discount rate		5.850	%

	Years Ended December 31,
	2021			2020

Patient revenue	$	606,000		$	1,141,000

Net (loss) income	$	(9,000	)	$	391,000

USNC’s equity in (loss) income of Neuro Partners LLC and CGK	$	(36,000	)	$	124,000

	Year Ended December 31,
	2021			2020
	(As Restated)
Income tax at the federal statutory rate	$	(130,000	)	$	180,000
State income tax, net of federal taxes		(106,000	)		52,000
Permanent differences and other		(67,000	)		16,000
Change in estimated effective state tax rate		2,000			(4,000	)
Change in valuation allowance		721,000			79,000

Income tax provision	$	420,000		$	323,000

Year Ending December 31,

2022		46,000
2023		24,000
		70,000
Less interest		(4,000	)
Present value of net minimum obligation	$	66,000

Balance at January 1, 2020	$	-
Acquisition		-
Balance at December 31, 2020		-
Acquisition		315,000
Balance at December 31, 2021	$	315,000

	Amount Previosly Reported		Amount As Restated

Income taxes payable	$	114,000	$	414,000
Total liabilities	$	361,000	$	660,000
Total equity	$	3,327,000	$	3,028,000

	2021
	As Restated
	First Quarter			Second Quarter			Third Quarter			Fourth Quarter
Revenue	$	1,061,000		$	-		$	-		$	-

Cost and expenses:
Patient expenses		86,000			-			-			-
Selling, general and administrative		298,000			249,000			268,000			248,000
Total		384,000			249,000			268,000			248,000

Operating (loss) income		677,000			(249,000	)		(268,000	)		(248,000	)

Total other (expense) income
Interest expense		(2,000	)		(1,000	)		-			-
Other income		-			-			9,000			(9,000	)
Interest income - sales-type sublease		8,000			-			-			-
Loss from investment in unconsolidated entities, net		(139,000	)		(135,000	)		(77,000	)		(119,000	)
Total other expense		(133,000	)		(136,000	)		(68,000	)		(128,000	)

(Loss) income before income taxes		544,000			(385,000	)		(336,000	)		(376,000	)

Income tax provision		252,000			232,000			16,000			(80,000	)

Net (loss) income		292,000			(617,000	)		(352,000	)		(296,000	)
Net loss attributable to noncontrolling interests		-			-			-			92,000
Net (loss) income attributable to U.S. NeuroSurgical Holdings, Inc.	$	292,000		$	(617,000	)	$	(352,000	)	$	(204,000	)

Basic and diluted net (loss) income per share attributable to U.S. NeuroSurigical Holdings, Inc.	$	0.04		$	(0.08	)	$	(0.05	)	$	(0.03	)

	CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
	As Restated
	December 31, 2021			September 30, 2021						June 30, 2021						March 31, 2021
	Three Months Ended			Three Months Ended			Nine Months Ended			Three Months Ended			Six Months Ended			Three Months Ended
Revenue	$	-		$	-		$	1,061,000		$	-		$	1,061,000		$	1,061,000

Cost and expenses:
Patient expenses		-			-			86,000			-			86,000			86,000
Selling, general and administrative		248,000			268,000			815,000			249,000			547,000			298,000
Total		248,000			268,000			901,000			249,000			633,000			384,000

Operating (loss) income		(248,000	)		(268,000	)		160,000			(249,000	)		428,000			677,000

Total other (expense) income
Interest expense		-			-			(3,000	)		(1,000	)		(3,000	)		(2,000	)
Other income		(9,000	)		9,000			9,000			-			-			-
Interest income - sales-type sublease		-			-			8,000			-			8,000			8,000
Loss from investment in unconsolidated entities, net		(119,000	)		(77,000	)		(351,000	)		(135,000	)		(274,000	)		(139,000	)
Total other expense		(128,000	)		(68,000	)		(337,000	)		(136,000	)		(269,000	)		(133,000	)

(Loss) income before income taxes		(376,000	)		(336,000	)		(177,000	)		(385,000	)		159,000			544,000

Income tax provision		(80,000	)		16,000			500,000			232,000			484,000			252,000

Net (loss) income		(296,000	)		(352,000	)		(677,000	)		(617,000	)		(325,000	)		292,000
Net loss attributable to noncontrolling interests		92,000			-			-			-			-			-
Net (loss) income attributable to U.S. NeuroSurgical Holdings, Inc.	$	(204,000	)	$	(352,000	)	$	(677,000	)	$	(617,000	)	$	(325,000	)	$	292,000

Basic and diluted net (loss) income per share attributable to U.S. NeuroSurigical Holdings, Inc.	$	(0.03	)	$	(0.05	)	$	(0.09	)	$	(0.08	)	$	(0.04	)	$	0.04

	CONDENSED CONSOLIDATED BALANCE SHEETS
	As Restated
	September 30, 2021			June 30, 2021		March 31, 2021
ASSETS
Current assets:
Cash and cash equivalents	$	2,567,000		$	2,820,000	$	2,543,000
Accounts receivable		-			-		828,000
Other current assets		67,000			89,000		80,000
Total current assets		2,634,000			2,909,000		3,451,000

Other assets:
Due from related parties		918,000			923,000		916,000
Investments in unconsolidated entities		152,000			164,000		161,000
Total other assets		1,070,000			1,087,000		1,077,000

Property and equipment:
Operating lease right-of-use asset		68,000			77,000		86,000
Total property and equipment		68,000			77,000		86,000

TOTAL ASSETS	$	3,772,000		$	4,073,000	$	4,614,000

LIABILITIES
Current liabilities:
Operating lease right-of-use liability - current portion	$	42,000		$	41,000	$	40,000
Accounts payable and accrued expenses		180,000			135,000		166,000
Income taxes payable		496,000			480,000		363,000
Total current liabilities		718,000			656,000		569,000

Operating lease right-of-use liability - net of current portion		34,000			45,000		56,000
Guarantee liabliity		11,000			11,000		11,000
Total long-term liabilities		45,000			56,000		67,000

Total liabilities		763,000			712,000		636,000

EQUITY
Common stock		78,000			78,000		78,000
Additional paid-in capital		3,100,000			3,100,000		3,100,000
(Accumulated deficit) retained earnings		(169,000	)		183,000		800,000
Total equity		3,009,000			3,361,000		3,978,000

TOTAL LIABILITIES AND EQUITY	$	3,772,000		$	4,073,000	$	4,614,000

Name	Age	Position

Alan Gold	77	President & Chairman of the Board

William F. Leimkuhler	70	Director

Charles H. Merriman, III	87	Director

Susan Greenwald	76	Vice President and Secretary

Summary Compensation Table
Name and	Annual Compensation
Principal Position	Year	Salary
Alan Gold	2021	$300,000
President & Chairman	2020	$300,000
of the Board	2019	$300,000

	Number of Shares
Name and Address	Beneficially	Percent of
of Beneficial Owner	Owned (1)	Class

Alan Gold (2)	1,140,246	14.6%
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)	2,367,734	30.4%
711 Fifth Avenue
New York, NY 10022

Allen & Company Incorporated	1,578,489	20.2%
711 Fifth Avenue
New York, NY 10022

All Directors and officers of the Company as a group (2) (four persons)	1,370,918	17.6%

	Page No.
Consolidated Financial Statements of the Company	25
Reports of Independent Registered Public Accounting Firm	26
Consolidated Balance Sheets as of December 31, 2021, and 2020	27
Consolidated Statements of Operations for the years ended December 31, 2021, and 2020	28
Consolidated Statements of Stockholders’ Equity for the years ended December 31, 2021, and 2020	29
Consolidated Statements of Cash Flows for the years ended December 31, 2021, and 2020	30
Notes to Consolidated Financial Statements	31

2.1	Share Exchange Agreement and Plan of Reorganization, dated as of October 1, 2021, between U.S. NeuroSurgical, Inc., Elite Health Plan, Inc. and all of the shareholders of Elite Health Plan, Inc. (incorporated herein by reference to Exhibit 2.1 to our Form 8-K Current Report as filed October 6, 2021)
3.1	Form of Amended and Restated Certificate of Incorporation of U.S. NeuroSurgical, Inc. (“USN”) (incorporated herein by reference to Exhibit 3.1 to our Form 10 Registration Statement as filed July 1, 1999)
3.2	Form of Amended and Restated Bylaws of USN (incorporated herein by reference to Exhibit 3.2 to our Form 10 Registration Statement as filed July 1, 1999)
4.1	Form of Stock Certificate of Common Stock (incorporated herein by reference to Exhibit 4.1 to our Form 10 Registration Statement as filed July 1, 1999)
10.1	Distribution Agreement dated May 27, 1999 between GHS, Inc. (“GHS”) and USN (incorporated herein by reference to Exhibit 10.1 to our Form 10 Registration Statement as filed July 1, 1999)
10.2	Tax Matters Agreement dated May 27, 1999 between GHS and USN (incorporated herein by reference to Exhibit 10.2 to our Form 10 Registration Statement as filed July 1, 1999)
10.3	Assignment and Assumption Agreement dated May 27, 1999 between GHS and USN (incorporated herein by reference to Exhibit 10.3 to our Form 10 Registration Statement as filed July 1, 1999)
10.4	Employment Agreement dated December 14, 1984 between 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)
10.5	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)

10.6	Agreement dated August 1, 1996 between USN and DVI, Inc. (incorporated by reference 10j to GHS’s 1997 Annual Report on Form 10-K)
10.7	Gamma Knife Neuroradiosurgery Equipment dated as of November 26, 1996 between New York University on behalf of New York University Medical Center and USN (incorporated herein by reference to Exhibit 10.10 to our Form 10 Registration Statement as filed July 1, 1999)
21.1	List of Subsidiaries (incorporated herein by reference to Exhibit 21.1 to our Form 10 Registration Statement as filed July 1, 1999)
31.1*	Certifications of CEO and CFO pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1*	Certifications of CEO and CFO pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

	U.S. NeuroSurgical Holdings, Inc.
	(Registrant)

	By		/s/ Alan Gold
			Alan Gold
			President & Chairman of the Board
			and
			Principal Financial Officer

	Dated: June 24, 2022

June 24, 2022	/s/ Alan Gold
	Alan Gold
	President & Chairman of the Board

June 24, 2022	/s/ William F. Leimkuhler
	William F. Leimkuhler
	Director

June 24, 2022	/s/ Charles H. Merriman III
	Charles H. Merriman III
	Director

Date: June 24, 2022	/s/ Alan Gold
	Alan Gold President & Chairman of the Board
	(Principal Executive Officer and Principal Financial Officer)