FORM 10-Q
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
[X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended MARCH 31, 2009
----------------
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR
15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from to
----- -----
Commission file number 0-10248
--------------------------------
FONAR CORPORATION
------------------------------------------------------
(Exact name of registrant as specified in its charter)
DELAWARE 11-2464137
------------------------------- ------------------------------------
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
110 Marcus Drive, Melville, New York 11747
---------------------------------------- ----------
(Address of principal executive offices) (Zip Code)
(631) 694-2929
---------------------------------------------------
Registrant's telephone number, including area code:
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 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 ___
Indicate by check mark whether the registrant is a large accelerated filer, an
accelerated filer, or a non-accelerated filer. See definition of accelerated
filer and large accelerated filer in Rule 12b-2 of the Exchange Act. (Check
one): Large accelerated filer ___ Accelerated filer ___
Non-accelerated filer ___ Smaller reporting company _X_
Indicate by check mark whether the registrant is a shell company (as defined in
Rule 12b-2 of the Exchange Act). Yes ___ No _X_
Indicate by check mark whether the registrant has submitted electronically and
posted on its corporate Website, if any, every Interactive Data File required to
be submitted and posted pursuant to Rule 405 of Regulation S-T during the
preceding 12 months (or for such shorter period that the registrant was required
to submit and post such files): Yes ___ No ___
Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the close of the latest practicable date.
Class Outstanding at April 30, 2009
----------------------------------------- -----------------------------
Common Stock, par value $.0001 4,904,275
Class B Common Stock, par value $.0001 158
Class C Common Stock, par value $.0001 382,513
Class A Preferred Stock, par value $.0001 313,451
FONAR CORPORATION AND SUBSIDIARIES
INDEX
PART I - FINANCIAL INFORMATION PAGE
Item 1. Financial Statements
Condensed Consolidated Balance Sheets - March 31, 2009
(Unaudited) and June 30, 2008
Condensed Consolidated Statements of Operations for
the Three Months Ended March 31, 2009 and
March 31, 2008 (Unaudited)
Condensed Consolidated Statements of Operations for
the Nine Months Ended March 31, 2009 and
March 31, 2008 (Unaudited)
Condensed Consolidated Statements of Comprehensive
Income (Loss) for the Three Months Ended
March 31, 2009 and March 31, 2008 (Unaudited)
Condensed Consolidated Statements of Comprehensive
Income (Loss) for the Nine Months Ended
March 31, 2009 and March 31, 2008 (Unaudited)
Condensed Consolidated Statements of Cash Flows for
the Nine Months Ended March 31, 2009 and
March 31, 2008 (Unaudited)
Notes to Condensed Consolidated Financial Statements (Unaudited)
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations
Item 3. Quantitative and Qualitative Disclosures About
Market Risk
Item 4. Controls and Procedures
PART II - OTHER INFORMATION
Item 1. Legal Proceedings
Item 2. Changes in Securities
Item 3. Defaults Upon Senior Securities
Item 4. Submission of Matters to a Vote of Security Holders
Item 5. Other Information
Item 6. Exhibits
Signatures
FONAR CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(000's OMITTED)
ASSETS March 31, June 30,
2009 2008
(UNAUDITED)
Current Assets: ---------- ----------
Cash and cash equivalents $ 1,605 $ 1,326
Marketable securities 18 1,068
Accounts receivable - net 5,206 4,689
Accounts receivable - related parties - net 619 469
Medical receivables - net 555 1,228
Management fee receivable - net 4,051 5,040
Management fee receivable - related medical
practices - net 1,480 1,372
Costs and estimated earnings in excess of
billings on uncompleted contracts 528 6
Inventories 3,793 3,256
Current portion of advances and notes to related
medical practices 193 214
Current portion of notes receivable less discount
for below market interest 509 2,508
Prepaid expenses and other current assets 409 811
---------- ----------
Total Current Assets 18,966 21,987
---------- ----------
Property and equipment - net 3,152 3,933
Advances and notes to related medical practices - net 133 263
Notes receivable less discount for below market interest 1,912 2,297
Other intangible assets - net 4,896 4,810
Other assets 574 1,936
---------- ----------
Total Assets $ 29,633 $ 35,226
========== ==========
See accompanying notes to condensed consolidated financial statements
(unaudited).
FONAR CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(000's OMITTED)
March 31, June 30,
LIABILITIES AND STOCKHOLDERS' DEFICIENCY 2009 2008
(UNAUDITED)
Current Liabilities: ---------- ----------
Current portion of long-term debt and
capital leases $ 141 $ 373
Accounts payable 3,720 4,020
Other current liabilities 8,045 8,316
Unearned revenue on service contracts 5,045 4,732
Unearned revenue on service contracts - related parties 612 462
Customer advances 7,871 12,804
Customer advances - related party 854 1,472
Billings in excess of costs and estimated
earnings on uncompleted contracts 5,133 5,773
---------- ----------
Total Current Liabilities 31,421 37,952
Long-Term Liabilities:
Due to related medical practices 95 98
Long-term debt and capital leases,
less current portion 746 757
Other liabilities 319 497
---------- ----------
Total Long-Term Liabilities 1,160 1,352
---------- ----------
Total Liabilities 32,581 39,304
---------- ----------
Minority interest 64 167
---------- ----------
See accompanying notes to condensed consolidated financial statements
(unaudited).
FONAR CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(000's OMITTED, except share data)
March 31, June 30,
LIABILITIES AND STOCKHOLDERS' DEFICIENCY 2009 2008
(continued) (UNAUDITED)
---------- ----------
STOCKHOLDERS' DEFICIENCY:
Class A non-voting preferred stock $.0001 par value;
1,600,000 authorized, 313,451 issued and outstanding
at March 31, 2009 and June 30, 2008 - -
Common Stock $.0001 par value; 30,000,000 shares
authorized at March 31, 2009 and June 30, 2008,
4,915,918 issued at March 31, 2009 and June 30, 2008
4,904,275 outstanding at March 31, 2009 and June 30, 2008 1 1
Class B Common Stock $ .0001 par value; 800,000
shares authorized, (10 votes per share), 158 issued
and outstanding at March 31, 2009 and June 30, 2008 - -
Class C Common Stock $.0001 par value; 2,000,000 shares
authorized, (25 votes per share), 382,513 issued
and outstanding at March 31, 2009 and June 30, 2008 - -
Paid-in capital in excess of par value 172,276 172,276
Accumulated other comprehensive loss ( 25) ( 73)
Accumulated deficit (174,320) (175,380)
Notes receivable from employee stockholders ( 269) ( 394)
Treasury stock, at cost - 11,643 shares of common stock
at March 31, 2009 and June 30, 2008 ( 675) ( 675)
---------- ----------
Total Stockholders' Deficiency ( 3,012) ( 4,245)
---------- ----------
Total Liabilities and Stockholders' Deficiency $ 29,633 $ 35,226
========== ==========
See accompanying notes to condensed consolidated financial statements
(unaudited).
FONAR CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)
(000's OMITTED, except per share data)
FOR THE THREE MONTHS ENDED
MARCH 31,
----------------------
2009 2008
REVENUES ---------- ----------
Product sales - net $ 6,156 $ 2,348
Service and repair fees - net 2,291 2,515
Service and repair fees - related parties - net 331 270
Management and other fees - net 1,736 2,110
Management and other fees - related medical
practices - net 742 828
---------- ----------
Total Revenues - Net 11,256 8,071
---------- ----------
COSTS AND EXPENSES
Costs related to product sales 3,325 2,237
Costs related to service and repair fees 865 1,148
Costs related to service and repair
fees - related parties 125 123
Costs related to management and other fees 1,039 1,342
Costs related to management and other
fees - related medical practices 686 751
Research and development 872 1,189
Selling, general and administrative 3,219 4,311
Provision (Credit) for bad debts 363 ( 309)
---------- ----------
Total Costs and Expenses 10,494 10,792
---------- ----------
Income (Loss) From Operations 762 ( 2,721)
Interest Expense ( 75) ( 105)
Investment Income 91 156
Interest Income - Related Parties 5 8
Other (Expense) Income ( 17) 1
Minority Interest in Income of Partnerships - ( 34)
Provision for Income Taxes ( 36) -
---------- ----------
NET INCOME (LOSS) $ 730 $ ( 2,695)
========== ==========
Net Income (Loss) Available to Common Stockholders $ 686 $ (2,695)
========== ==========
Basic Net Income (Loss) Per Common Share $ 0.14 $ (0.55)
========== ==========
Diluted Net Income (Loss) Per Common Share $ 0.13 $ (0.55)
========== ==========
Basic and Diluted Income Per Share - Common C $ 0.04 -
========== ==========
Weighted Average Basic Shares Outstanding 4,904,275 4,904,261
========== ==========
Weighted Average Diluted Shares Outstanding 5,031,779 4,904,261
========== ==========
See accompanying notes to condensed consolidated financial statements
(unaudited).
FONAR CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)
(000's OMITTED, except per share data)
FOR THE NINE MONTHS ENDED
MARCH 31,
----------------------
2009 2008
REVENUES ---------- ----------
Product sales - net $ 11,975 $ 8,940
Service and repair fees - net 6,936 7,444
Service and repair fees - related parties - net 966 786
Management and other fees - net 5,518 6,354
Management and other fees - related medical
practices - net 2,181 2,739
License fees and royalties 1,755 1,158
---------- ----------
Total Revenues - Net 29,331 27,421
---------- ----------
COSTS AND EXPENSES
Costs related to product sales 7,590 8,566
Costs related to service and repair fees 2,696 3,546
Costs related to service and repair
fees - related parties 376 375
Costs related to management and other fees 3,316 3,898
Costs related to management and other
fees - related medical practices 2,040 2,241
Research and development 2,681 3,675
Selling, general and administrative 9,955 15,544
Provision for bad debts 1,063 279
---------- ----------
Total Costs and Expenses 29,717 38,124
---------- ----------
Loss From Operations ( 386) (10,703)
Interest Expense ( 193) ( 362)
Investment Income 236 531
Interest Income - Related Parties 17 27
Other (Expense) Income ( 15) 7
Minority Interest in Income of Partnerships ( 11) ( 208)
Gain on Sale of Investment - 571
Gain on Sale of Consolidated Subsidiary 1,448 3,395
Provision for Income Taxes ( 36) -
---------- ----------
NET INCOME (LOSS) $ 1,060 $ ( 6,742)
========== ==========
Net Income (Loss) Available to Common Stockholders $ 997 $ (6,742)
========== ==========
Basic Net Income (Loss) Per Common Share $ 0.20 $ (1.38)
========== ==========
Diluted Net Income (Loss) Per Common Share $ 0.19 $ (1.38)
========== ==========
Basic and Diluted Income per share - Common C $ 0.05 -
========== ==========
Weighted Average Basic Common Shares Outstanding 4,904,275 4,895,907
========== ==========
Weighted Average Diluted Common Shares Outstanding 5,031,779 4,895,907
========== ==========
See accompanying notes to condensed consolidated financial statements
(unaudited).
FONAR CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)
(UNAUDITED)
(000'S OMITTED)
FOR THE THREE MONTHS ENDED
MARCH 31,
----------------------
2009 2008
---------- ----------
Net income (loss) $ 730 $ (2,695)
Other comprehensive (loss) income, net of tax:
Unrealized (losses) gains on marketable securities,
net of tax ( 1) 12
---------- ----------
Total comprehensive income (loss) $ 729 $ (2,683)
========== ==========
See accompanying notes to condensed consolidated financial statements
(unaudited).
FONAR CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)
(UNAUDITED)
(000'S OMITTED)
FOR THE NINE MONTHS ENDED
MARCH 31,
----------------------
2009 2008
---------- ----------
Net income (loss) $ 1,060 $ ( 6,742)
Other comprehensive income, net of tax:
Unrealized gains on marketable securities,
net of tax 48 20
---------- ----------
Total comprehensive income (loss) $ 1,108 $ ( 6,722)
========== ==========
See accompanying notes to condensed consolidated financial statements
(unaudited).
FONAR CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
(000'S OMITTED)
FOR THE NINE MONTHS ENDED
MARCH 31,
----------------------
2009 2008
---------- ----------
Cash Flows from Operating Activities:
Net income (loss) $ 1,060 $ ( 6,742)
Adjustments to reconcile net income (loss) to
net cash used in operating activities:
Minority interest in income of partnerships 11 208
Depreciation and amortization 1,297 1,727
Provision for bad debts 1,063 279
Stock issued for costs and expenses - 205
Gain on sale of consolidated subsidiary (1,448) (3,395)
Gain on sale of investment - ( 571)
(Increase) decrease in operating assets, net:
Accounts, management fee and medical receivable(s) (1,093) (3,351)
Notes receivable 385 424
Costs and estimated earnings in excess of
billings on uncompleted contracts ( 522) -
Inventories ( 537) 788
Prepaid expenses and other current assets 402 ( 196)
Other assets ( 17) ( 90)
Advances and notes to related medical practices 151 139
Increase (decrease) in operating liabilities, net:
Accounts payable ( 284) ( 294)
Other current liabilities 192 1,780
Customer advances (5,551) 4,729
Billings in excess of costs and estimated
earnings on uncompleted contracts ( 641) 113
Other liabilities ( 178) 114
Due to related medical practices ( 2) -
---------- ----------
Net cash used in operating activities (5,712) (4,133)
---------- ----------
See accompanying notes to condensed consolidated financial statements
(unaudited).
FONAR CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
(000'S OMITTED)
FOR THE NINE MONTHS ENDED
MARCH 31,
----------------------
2009 2008
---------- ----------
Cash Flows from Investing Activities:
Purchases of marketable securities - ( 765)
Sales of marketable securities 1,098 1,708
Purchases of property and equipment ( 20) ( 356)
Costs of capitalized software development ( 392) ( 426)
Cost of patents ( 192) ( 113)
Proceeds from note receivable 2,000 -
Proceeds from cash surrender value of life insurance 1,345 -
Proceeds from sale of investment - 571
Proceeds from sale of consolidated subsidiary 2,293 4,142
---------- ----------
Net cash provided by investing activities 6,132 4,761
---------- ----------
Cash Flows from Financing Activities:
Distributions to holders of minority interests ( 23) ( 117)
Proceeds from long-term debt - 265
Repayment of borrowings and capital lease obligations ( 243) ( 200)
Repayment of notes receivable from employee stockholders 125 128
---------- ----------
Net cash (used in) provided by financing activities ( 141) 76
---------- ----------
Net Increase in Cash and Cash Equivalents 279 704
Cash and Cash Equivalents - Beginning of Period 1,326 1,470
---------- ----------
Cash and Cash Equivalents - End of Period $ 1,605 $ 2,174
========== ==========
See accompanying notes to condensed consolidated financial statements
(unaudited).
FONAR CORPORATION AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 2009
(UNAUDITED)
NOTE 1 - BASIS OF PRESENTATION & LIQUIDITY & CAPITAL RESOURCES
Basis of Presentation
---------------------
The accompanying unaudited condensed consolidated financial statements have been
prepared in accordance with generally accepted accounting principles for interim
financial information and with the instructions to Form 10-Q and Article 10 of
Regulation S-X. Accordingly, they do not include all of the information and
footnotes required by accounting principles generally accepted in the United
States of America for complete financial statements. In the opinion of
management, all adjustments (consisting of normal recurring accruals) considered
necessary for a fair presentation have been included. Operating results for the
three and nine months ended March 31, 2009 are not necessarily indicative of the
results that may be expected for the fiscal year ending June 30, 2009. For
further information, refer to the consolidated financial statements and
footnotes thereto included in the Company's Annual Report on Form 10-K filed on
October 7, 2008 for the fiscal year ended June 30, 2008.
Liquidity and Capital Resources
-------------------------------
In September 2008, the Company sold its 92.3% interest (to a related party) in
an entity that provided management services to a scanning center in Bensonhurst,
New York and received net cash proceeds of approximately $2.3 million.
In August 2008, the Company signed a modification agreement with regards to the
asset purchase agreement with Health Plus. The Company received a $2,000,000
payment on the note issued by Health Plus.
At March 31, 2009, the Company had a working capital deficit of approximately
$12.5 million and a stockholders' deficiency of approximately $3.0 million. For
the nine months ended March 31, 2009, the Company generated net income of
approximately $1.1 million, which was due mainly to the improvement in the
Company's operations and a gain of $1.4 million from the sale of a consolidated
subsidiary. The Company has funded its cash flow deficit for the nine months
ended March 31, 2009 through cash provided by the sale of marketable securities
and other assets discussed above. In addition, during June 2008, the Company
implemented a restructuring program, including a reduction of its workforce,
across the board salary reductions, elimination of manufacturing facilities and
restructuring of its diagnostic imaging management service business. Management
estimates that the annualized savings related to these cost-cutting measures
approximates $5,000,000.
Although sales levels remained weak in fiscal 2009, the Company has been
profitable for two consecutive quarters and continues to focus its efforts on
increased advertising and marketing campaigns, and distribution programs to
strengthen the demand for its products and services. Management anticipates that
its capital resources will improve if Fonar's MRI scanner products gain wider
market recognition and acceptance resulting in increased product sales. If the
Company is not successful with its marketing efforts to increase sales and weak
demand continues, the Company will experience a shortfall in cash over the next
twelve months. If necessary, the Company will implement its plan to fund such a
deficit which includes further reductions in operating expenses, sales of
certain assets and loans from related parties together in an amount sufficient
to continue as a going concern through March 31, 2010. Current economic credit
conditions have contributed to a slowing business environment. Given such
liquidity and credit constraints in the markets, the business may suffer, should
the credit markets not improve in the near future. The direct impact of these
conditions is not fully known. However, there can be no assurance that the
Company would be able to secure additional funds if needed and that if such
funds were available, whether the terms or conditions would be acceptable to the
Company. In such case, the further reduction in operating expenses might need to
be substantial in order for the Company to generate positive cash flow to
sustain the operations of the Company.
FONAR CORPORATION AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 2009
(UNAUDITED)
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Principles of Consolidation
---------------------------
The condensed consolidated financial statements include the accounts of FONAR
Corporation, its majority and wholly-owned subsidiaries and partnerships
(collectively the "Company"). All significant intercompany accounts and
transactions have been eliminated in consolidation.
Earnings (Loss) Per Share
-------------------------
Basic earnings (loss) per share ("EPS") is computed based on weighted average
shares outstanding and excludes any potential dilution. In accordance with EITF
03-6, "Participating Securities and the Two-Class method under FASB Statement
No. 128" ("EITF 03-6"), the Company's participating convertible securities,
which include Class A Non-voting preferred stock, Class B common stock and Class
C common stock, are not included in the computation of basic EPS for the nine
months and three months ended March 31, 2008, because the participating
securities do not have a contractual obligation to share in the losses of the
Company. For the nine months and three months ended March 31, 2009, the Company
used the Two-Class method for calculating basic earnings per share and applied
the if converted method in calculating diluted earnings per share.
Diluted EPS reflects the potential dilution from the exercise or conversion of
all dilutive securities into common stock based on the average market price of
common shares outstanding during the period. The number of common shares
potentially issuable upon the exercise of certain options and warrants or
conversion of the participating convertible securities that were excluded from
the diluted EPS calculation was approximately 278,000 because they were
antidilutive as a result of net losses for the three and nine months ended March
31, 2008. For the three and nine months ended March 31, 2009, the number of
common shares potentially issuable upon the exercise of certain options of
138,000 have not been included in the computation of diluted EPS since the
effect would be antidilutive.
FONAR CORPORATION AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 2009
(UNAUDITED)
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
Earnings (Loss) Per Share (Continued)
-------------------------------------
Three months ended Three months ended
March 31, 2009 March 31, 2008
---------------------------- ------------------
(000's omitted, except per share data)
Class C
Common Common
Basic Total Stock Stock
------------------------------ -------- -------- --------
Numerator:
Net income (loss) available
to common stockholders $ 686 $ 672 $ 14 $ (2,695)
======== ======== ======== ==================
Denominator:
Weighted average
shares outstanding 4,904 383 4,904
======== ======== ==================
Basic income (loss)
per common share $ 0.14 $ 0.04 $ (0.55)
======== ======== ==================
Diluted
------------------------------
Denominator:
Weighted average
shares outstanding 4,904 4,904 383 4,904
Stock options - - - -
Warrants - - - -
Convertible Class C Stock 128 128 - -
-------- -------- -------- ------------------
Total Denominator for
diluted earnings per share 5,032 5,032 383 4,904
======== ======== ======== ==================
Diluted income (loss)
per common share $ 0.13 $ 0.04 $ (0.55)
======== ======== ==================
FONAR CORPORATION AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 2009
(UNAUDITED)
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
Earnings (Loss) Per Share (Continued)
-------------------------------------
Nine months ended Nine months ended
March 31, 2009 March 31, 2008
---------------------------- -----------------
(000's omitted, except per share data)
Class C
Common Common
Basic Total Stock Stock
------------------------------ -------- -------- --------
Numerator:
Net income (loss) available
to common stockholders $ 997 $ 977 $ 20 $ (6,742)
======== ======== ======== =================
Denominator:
Weighted average
shares outstanding 4,904 383 4,896
======== ======== =================
Basic income (loss)
per common share $ 0.20 $ 0.05 $ (1.38)
======== ======== =================
Diluted
------------------------------
Denominator:
Weighted average
shares outstanding 4,904 4,904 383 4,896
Stock options - - - -
Warrants - - - -
Convertible Class C Stock 128 128 - -
-------- -------- -------- -----------------
Total Denominator for
diluted earnings per share 5,032 5,032 383 4,896
======== ======== ======== =================
Diluted income (loss)
per common share $ 0.19 $ 0.05 $ (1.38)
======== ======== =================
Recent Accounting Pronouncements
--------------------------------
In September 2006, the Financial Accounting Standard Board ("FASB") issued
Statement of Financial Accounting Standards ("SFAS") No. 157, "Fair Value
Measurements," ("SFAS 157"). This statement provides a single definition of fair
value, a framework for measuring fair value, and expanded disclosures concerning
fair value. Previously, different definitions of fair value were contained in
various accounting pronouncements creating inconsistencies in measurement and
disclosures. SFAS 157 applies under those previously issued pronouncements that
prescribe fair value as the relevant measure of value, except SFAS No. 123
(revised 2004), "Share-Based Payment", and related interpretations and
pronouncements that require or permit measurement similar to fair value but are
not intended to measure fair value. The Company adopted SFAS 157 on July 1,
2008, as required for its financial assets and financial liabilities. However,
the FASB deferred the effective date of SFAS 157 for one year as it relates to
fair value measurement requirements for nonfinancial assets and nonfinancial
liabilities that are not recognized or disclosed at fair value on a recurring
basis. The adoption of SFAS 157 for the Company's financial assets and financial
liabilities did not have a material impact on its condensed consolidated
financial statements. The Company is evaluating the effect the implementation of
SFAS 157 for its nonfinancial assets and nonfinancial liabilities will have on
the Company's condensed consolidated financial statements.
FONAR CORPORATION AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 2009
(UNAUDITED)
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
Recent Accounting Pronouncements (Continued)
--------------------------------------------
Effective January 1, 2007, the Company adopted the provisions of FASB
Interpretation No. 48, "Accounting of Uncertainty in Income Taxes-an
interpretation of FASB Statement No. 109" ("FIN 48"). FIN 48 prescribes a
recognition threshold and measurement attribute for the financial statement
recognition and measurement of a tax position taken or expected to be taken in a
corporate tax return. For those benefits to be recognized, a tax position must
be more-likely-than-not to be sustained upon examination by taxing authorities.
Differences between tax positions taken or expected to be taken in a tax return
and the benefit recognized and measured pursuant to the interpretation are
referred to as "unrecognized benefits". A liability is recognized (or amount of
net operating loss carry forward or amount of tax refundable is reduced) for an
unrecognized tax benefit because it represents an enterprise's potential future
obligation to the taxing authority for a tax position that was not recognized as
a result of applying the provisions of FIN 48. In accordance with FIN 48,
interest costs related to unrecognized tax benefits are required to be
calculated (if applicable) and would be classified as "Interest expense, net".
Penalties if incurred would be recognized as a component of "General and
administrative" expenses. The Company files corporate income tax returns in the
United States (federal) and in various state and local jurisdictions. In most
instances, the Company is no longer subject to federal, state and local income
tax examinations by tax authorities for years prior to 2004. The adoption of the
provisions of FIN 48 did not have a material impact on the Company's
consolidated financial position and results of operations. As of March 31, 2009,
no liability for unrecognized tax benefits was required to be recorded. The
Company recognized a deferred tax asset of approximately $76 million as of March
31, 2009, primarily related to net operating loss carryforwards of approximately
$165 million, available to offset future taxable income through 2028.
On February 15, 2007, the FASB issued SFAS No. 159, entitled ``The Fair Value
Option for Financial Assets and Financial Liabilities,'' ("SFAS 159"). The
guidance in SFAS 159 ``allows'' reporting entities to ``choose'' to measure many
financial instruments and certain other items at fair value. The objective
underlying the development of this literature is to improve financial reporting
by providing reporting entities with the opportunity to reduce volatility in
reported earnings that results from measuring related assets and liabilities
differently without having to apply complex hedge accounting provisions, using
the guidance in SFAS No. 133, as amended, entitled ``Accounting for Derivative
Instruments and Hedging Activities.'' The provisions of SFAS No. 159 are
applicable to all reporting entities and are effective as of the beginning of
the first fiscal year that begins subsequent to November 15, 2007. The Company
adopted SFAS 159 effective July 1, 2008. Upon adoption, the Company did not
elect the fair value option for any items within the scope of SFAS 159 and,
therefore, the adoption of SFAS 159 did not have an impact on the Company's
condensed consolidated financial statements.
FONAR CORPORATION AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 2009
(UNAUDITED)
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
Recent Accounting Pronouncements (Continued)
--------------------------------------------
In March 2007, the FASB ratified the Emerging Issues Task Force ("EITF")
consensus on EITF Issue No. 06-10. "Accounting for Collateral Assignment Split
Dollar Life Insurance". This EITF indicates that an employer should recognize a
liability for postretirement benefits related to collateral assignment split-
dollar life insurance arrangements. In addition, the EITF provides guidance for
the recognition of an asset related to a collateral assignment split-dollar life
insurance arrangement. The EITF is effective for fiscal years beginning after
December 15, 2007. The Company has adopted the EITF as required and it did not
have an impact on the Company's results of operations, financial condition and
liquidity.
In December 2007, the FASB issued SFAS No. 141R, "Business Combinations" ("SFAS
141R"), which replaces SFAS No. 141, "Business Combinations". SFAS 141R
establishes principles and requirements for determining how an enterprise
recognizes and measures the fair value of certain assets and liabilities
acquired in a business combination, including noncontrolling interests,
contingent consideration, and certain acquired contingencies. SFAS 141R also
requires acquisition-related transaction expenses and restructuring costs be
expensed as incurred rather than capitalized as a component of the business
combination. SFAS 141R will be applicable prospectively to business combinations
for which the acquisition date is on or after the beginning of the first annual
reporting period beginning on or after December 15, 2008. SFAS 141R would have
an impact on accounting for any businesses acquired after the effective date of
this pronouncement.
In December 2007, the FASB issued SFAS No. 160, "Noncontrolling Interests in
Consolidated Financial Statements - An Amendment of ARB No. 51" ("SFAS 160").
SFAS 160 establishes accounting and reporting standards for the noncontrolling
interest in a subsidiary (previously referred to as minority interests). SFAS
160 also requires that a retained noncontrolling interest upon the
deconsolidation of a subsidiary be initially measured at its fair value. Upon
adoption of SFAS 160, the Company will be required to report its noncontrolling
interests as a separate component of stockholders' equity. The Company will also
be required to present net income allocable to the noncontrolling interest and
net income attributable to the stockholders of the Company separately in its
consolidated statements of income. Currently, minority interests are reported as
a liability in the Company's consolidated balance sheets and the related income
attributable to the minority interests is reflected as an expense in arriving at
net loss. SFAS 160 is effective for fiscal years, and interim periods within
those fiscal years, beginning on or after December 15, 2008. SFAS 160 requires
retroactive adoption of the presentation and disclosure requirements for
existing minority interests. All other requirements of SFAS 160 shall be applied
prospectively. The Company has adopted SFAS No. 160 and it did not have any
impact on the Company's consolidated financial statements
FONAR CORPORATION AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 2009
(UNAUDITED)
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
Recent Accounting Pronouncements (Continued)
--------------------------------------------
In March 2008, the FASB issued SFAS No. 161, "Disclosures about Derivative
Instruments and Hedging Activities-an amendment of FASB Statement No 133" ("SFAS
No. 161"). SFAS No. 161 changes the disclosure requirements for derivative
instruments and hedging activities. Entities are required to provide enhanced
disclosures about (a) how and why an entity uses derivative instruments, (b) how
derivative instruments and related hedged items are accounted for under SFAS No.
133 and its related interpretations, and (c) how derivative instruments and
related hedged item affect an entity's financial position, financial performance
and cash flows. The guidance in SFAS No. 161 is effective for financial
statements issued for fiscal years and interim periods beginning after November
15, 2008, with early application encouraged. This Statement encourages, but does
not require, comparative disclosures for earlier periods at initial adoption.
The Company has adopted SFAS No. 161 and it did not have any impact on the
Company's consolidated financial statements.
In May 2008, the FASB issued SFAS No. 162, "The Hierarchy of Generally Accepted
Accounting Principles". SFAS No. 162 identifies the sources of accounting
principles and the framework for selecting the principles to be used in the
preparation of financial statements of nongovernmental entities that are
presented in conformity with generally accepted accounting principles in the
United States. It is effective 60 days following the SEC's approval of the
Public Company Accounting Oversight Board amendments to AU Section 411, "The
Meaning of Present Fairly in Conformity With Generally Accepted Accounting
Principles". The adoption of this statement is not expected to have a material
effect on the Company's consolidated financial statements.
In October 2008, the FASB issued FASB Staff Position No. FAS 157-3, "Determining
the Fair Value of a Financial Asset in a Market That Is Not Active" ("FSP
157-3"), which clarifies the application of SFAS 157 when the market for a
financial asset is inactive. Specifically, FSP 157-3 clarifies how (1)
management's internal assumptions should be considered in measuring fair value
when observable data are not present, (2) observable market information from an
inactive market should be taken into account, and (3) the use of broker quotes
or pricing services should be considered in assessing the relevance of
observable and unobservable data to measure fair value. The guidance in FSP
157-3 is effective immediately and did not have a material impact on the
Company's condensed consolidated financial statements.
FONAR CORPORATION AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 2009
(UNAUDITED)
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
Recent Accounting Pronouncements (Continued)
--------------------------------------------
In June 2008, the FASB ratified Emerging Issue Task Force ("EIFT) 07-5,
"Determining Whether an Instrument (or an Embedded Feature) is Indexed to an
Entity's Own Stock" ("EIFT 07-5). EITF 07-5 provides framework for determining
whether an instrument is indexed to an entity's own stock. EIFT 07-5 is
effective for fiscal years beginning after December 15, 2008. The Company is
currently evaluating the impact of the adoption of EIFT 07-5 on its financial
position and results of operations.
In December 2007, the FASB issued SFAS No. 160, Noncontrolling Interests in
Consolidated Financial Statements, an amendment of Accounting Research Bulletin
ARB No. 51, Consolidated Financial Statements (SFAS No. 160) . SFAS No. 160
requires (i) that non-controlling (minority) interests be reported as a
component of stockholders' equity, (ii) that net income attributable to the
parent and to the non-controlling interest be separately identified in the
consolidated statement of operations, (iii) that changes in a parent's ownership
interest while the parent retains its controlling interest be accounted for as
equity transactions, (iv) that any retained non-controlling equity investment
upon the deconsolidation of a subsidiary be initially measured at fair value
and, (v) that sufficient disclosures are provided that clearly identify and
distinguish between the interests of the parent and the interests of the
non-controlling owners. SFAS No. 160 is effective for financial statements
issued for fiscal years beginning after December 15, 2008, and interim periods
within those fiscal years. We adopted SFAS No. 160 for our fiscal year beginning
January 1, 2009, and the adoption did not have any impact on our consolidated
financial position, results of operations and cash flows.
In April 2009, the FASB issued Staff Position No. FAS 107-1 and APB 28-1,
Interim Disclosures about Fair Value of Financial Instruments (FSP FAS 107-1 and
APB 28-1). FSP FAS 107-1 and APB 28-1 extends the disclosure requirements of
SFAS 107 to interim period financial statements, in addition to the existing
requirements for annual periods and reiterates SFAS 107's requirement to
disclose the methods and significant assumptions used to estimate fair value.
FSP FAS 107-1 and APB 28-1 is effective for our interim and annual periods
commencing with our June 30, 2009 consolidated financial statements and will be
applied on a prospective basis. We believe the adoption of FSP FAS 107-1 and APB
28-1 will not have a material impact on consolidated financial position, results
of operations and cash flows.
In April 2009, the FASB issued SFAS 107-1 and APB 28-1, Interim Disclosures
about Fair Value of Financial Instruments (SFAS 107-1). SFAS 107-1 amends FASB
No. 107, Disclosures about Fair Value of Financial Instruments, to require
disclosures about fair value of financial instruments for interim reporting
periods of publicly traded companies as well as in annual financial statements.
SFAS also amends APB Opinion No. 28, Interim Financial Reporting , to require
those disclosures in summarized financial information at interim reporting
periods. SFAS 107-1 is effective for interim and annual reporting periods ending
after June 15, 2009. We do not believe the adoption of this standard will have a
material impact on our consolidated financial position, results of operations
and cash flows.
FONAR CORPORATION AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 2009
(UNAUDITED)
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
Reclassifications
-----------------
Certain prior year amounts have been reclassified to conform to the current year
presentation. The reclassifcations did not have any effect on reported
consolidated net losses for any periods presented.
NOTE 3 - MEDICAL RECEIVABLES, ACCOUNTS RECEIVABLE AND MANAGEMENT FEE RECEIVABLE
Medical Receivables
-------------------
The Company was assigned medical receivables valued at $11,775,000, in
connection with the satisfaction of the management fees and termination fees
related to a Termination and Replacement Agreement dated May 23, 2005. The
balance of the net medical receivables as of March 31, 2009 was $555,000. As of
March 31, 2009 and June 30, 2008, the Company recorded an allowance for doubtful
accounts of $1,221,500 and $769,000, respectively, on these receivables.
Accounts Receivable and Management Fee Receivable
-------------------------------------------------
Receivables, net is comprised of the following at March 31, 2009:
(000's Omitted)
Allowance
Gross for doubtful
Receivable accounts Net
----------- ------------ -----------
Receivables from equipment
sales and service contracts $ 6,773 $ 1,567 $ 5,206
=========== ============ ===========
Receivables from equipment
sales and service contracts-
related parties $ 1,238 $ 619 $ 619
========= ============ ============
Management fee receivables $ 8,369 $ 4,318 $ 4,051
========= ============ ============
Management fee receivables from
related medical practices ("PC's") $ 3,858 $ 2,378 $ 1,480
========= ============ ============
The Company's customers are concentrated in the healthcare industry.
The Company's receivables from the related and non-related professional
corporations (PC's) substantially consists of fees outstanding under management
agreements. Payment of the outstanding fees is dependent on collection by the
PC's of fees from third party medical reimbursement organizations, principally
insurance companies and health management organizations.
As of June 22, 2007, an unrelated third party purchased the stock of the
professional corporations owning the eight New York sites managed by the
Company, previously owned by Dr. Raymond V. Damadian, the President, Chairman of
the Board and principal stockholder of Fonar. In connection with the sale, new
management agreements were substituted for the existing management agreements,
providing, however, for the same management services. The fees starting in
fiscal 2008, however, are currently fixed monthly fees in amounts ranging from
$45,000 to $125,000 per month. Dr. Damadian still owns the four MRI facilities
in Georgia and Florida managed by the Company. No MRI facilities or other
medical facilities are owned by the Company.
FONAR CORPORATION AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 2009
(UNAUDITED)
NOTE 3 - MEDICAL RECEIVABLES, ACCOUNTS RECEIVABLE AND MANAGEMENT FEE RECEIVABLE
(CONTINUED)
Collection by the Company of its management fee receivables may be impaired by
the uncollectibility of the PC's medical fees from third party payors,
particularly insurance carriers covering automobile no-fault and workers
compensation claims due to longer payment cycles and rigorous informational
requirements and certain other disallowed claims. Approximately 48% and 44% of
the PC's net revenues for both the nine months ended March 31, 2009 and 2008,
respectively, were derived from no-fault and personal injury protection claims.
The Company considers the aging of its accounts receivable in determining the
amount of allowance for doubtful accounts and contractual allowances. The
Company generally takes all legally available steps to collect its receivables.
Credit losses associated with the receivables are provided for in the condensed
consolidated financial statements and have historically been within management's
expectations.
Net revenues from management and other fees charged to the related P.C.'s
accounted for approximately 7.4% and 10.0% of the consolidated net revenues for
the nine months ended March 31, 2009 and 2008, respectively. Product sales and
service repair fees from related parties amounted to approximately 3.3% and 2.9%
of consolidated net revenues for the nine months ended March 31, 2009 and 2008
respectively.
HMCA entered into a management agreement in September 2007 with Integrity
Healthcare Management Inc ("Integrity"). Under the terms of the agreement,
Integrity provided the billings and collections for HMCA's facilities as well as
assist in the management of the facilities. Integrity was to receive as
compensation an annual fee equal to one-half of the increase in the consolidated
cash flow of HMCA and the facilities over the period from July 1, 2006 through
June 30, 2007. The original term of the agreement was one year with an automatic
year to year renewal, but may be terminated by either party without cause at the
end of any year. During June 2008, HMCA terminated the agreement and no
management fees were earned by Integrity. Integrity is a subsidiary of Health
Diagnostics, LLC. The director of Health Diagnostics, LLC, Timothy Damadian, is
a son of the President and Chief Executive Officer of Fonar, Dr. Raymond
Damadian. Commencing with June 2008, however, the Company hired Health
Diagnostics, LLC, the parent company of Integrity, to perform all billing and
collection procedures on its behalf. The Company has agreed to pay 6% of all
adjusted deposits for these services. Amounts charged to HMCA during the nine
months ended March 31, 2009 under this agreement totaled $794,006. HMCA
terminated the billing and collection agreement as of April 30, 2009.
FONAR CORPORATION AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 2009
(UNAUDITED)
NOTE 3 - MEDICAL RECEIVABLES, ACCOUNTS RECEIVABLE AND MANAGEMENT FEE RECEIVABLE
(CONTINUED)
Unaudited Financial Information of Unconsolidated Managed Medical Practices
---------------------------------------------------------------------------
Audited financial information related to the unconsolidated related and
unrelated P.C.'s managed by the Company is not available. Substantially all of
these medical practices' books and records are maintained on a cash basis, they
depreciate their equipment on an accelerated tax basis and have a December 31
year end.
Summarized statement of operations data for the three months ended March 31,
2009 and 2008 related to the unconsolidated medical practices managed by the
Company is as follows:
(000's omitted) (Income Tax-Cash Basis)
For the three months ended March 31,
2009 2008
-------- --------
Patient Revenue - Net $ 3,936 $ 4,603
======== ========
Income from Operations $ 104 $ 172
======== ========
Net Income $ 87 $ 55
======== ========
Summarized statement of operations data for the nine months ended March 31,
2009 and 2008 related to the unconsolidated medical practices managed by the
Company is as follows:
(000's omitted) (Income Tax-Cash Basis)
For the nine months ended March 31,
2009 2008
-------- --------
Patient Revenue - Net $11,874 $12,955
======== ========
Loss from Operations $( 31) $( 306)
======== ========
Net Loss $( 83) $( 698)
======== ========
FONAR CORPORATION AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 2009
(UNAUDITED)
NOTE 4 - INVENTORIES
Inventories included in the accompanying condensed consolidated balance sheet
consist of the following:
(000's omitted)
March 31, June 30,
2009 2008
--------- ----------
Purchased parts,
components
and supplies $ 2,587 $ 1,847
Work-in-process 1,206 1,409
------- -------
$ 3,793 $ 3,256
========= ==========
NOTE 5 - COSTS AND ESTIMATED EARNINGS ON UNCOMPLETED CONTRACTS AND CUSTOMER
ADVANCES
1) Information relating to uncompleted contracts as of March 31, 2009 is
as follows: (000's omitted)
Costs incurred on uncompleted
contracts $ 8,444
Estimated earnings 5,343
---------
13,787
Less: Billings to date 18,392
---------
$(4,605)
=========
Included in the accompanying condensed consolidated balance sheet at March 31,
2009 under the following captions:
Costs and estimated earnings in excess of
billings on uncompleted contracts 528
Less: Billings in excess of costs and estimated
earnings on uncompleted contracts 5,133
--------
$(4,605)
========
2) Customer advances consist of the following as of March 31, 2009:
Related
Total Party Other
-------- -------- --------
Total Advances $ 27,117 $ 854 $ 26,263
Less: Advances
on contracts under construction 18,392 - 18,392
-------- -------- --------
$ 8,725 $ 854 $ 7,871
======== ======== ========
FONAR CORPORATION AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 2009
(UNAUDITED)
NOTE 6 - OTHER CURRENT LIABILITIES
Other current liabilities in the accompanying condensed consolidated balance
sheet consist of the following:
(000's omitted)
March 31, June 30,
2009 2008
--------- ---------
Royalties $ 623 $ 623
Accrued salaries, commissions
and payroll taxes 1,073 901
Accrued interest 793 876
Litigation accruals 193 193
Sales tax payable 2,687 2,544
Legal and other professional fees 596 634
Accounting fees 360 503
Insurance premiums 177 410
Penalty - Sales tax 657 632
Penalty - 401k plan (see Note 11) 250 250
Other 636 750
--------- ---------
$ 8,045 $ 8,316
========= =========
FONAR CORPORATION AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 2009
(UNAUDITED)
NOTE 7 - SALE OF CONSOLIDATED SUBSIDIARY AND INVESTMENT
Sale of Consolidated Subsidiary
-------------------------------
On September 30, 2008, the Company sold its 92.3% interest (to a related party)
in an entity that provided management services to a diagnostic center in
Bensonhurst, NY. The Company continues to manage other diagnostic centers in the
New York region.
The related third party purchased all assets and assumed all liabilities of the
diagnostic center which included cash, the management fee receivable, furniture
and fixtures and other miscellaneous assets. The purchase price for the 92.3%
interest was $2,307,500 all of which was paid in cash at the time of closing.
The following is the calculation of the gain on sale of the 92.3% interest in a
consolidated subsidiary:
(000's omitted)
Selling Price - Net cash paid: $ 2,307
Assets and liabilities sold:
Cash $ 14
Management fee
receivable -net 917
Property and
equipment - net 1
Other assets 34
Accounts payable ( 16)
Minority interest ( 91)
Subtotal 859
-------
Gain on sale of consolidated subsidiary $ 1,448
========
FONAR CORPORATION AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 2009
(UNAUDITED)
NOTE 7 - SALE OF CONSOLIDATED SUBSIDIARY AND SALE OF INVESTMENT (CONTINUED)
Sale of Consolidated Subsidiary (Continued)
-------------------------------------------
On July 31, 2007, the Company sold its 50% interest (to an unrelated third
party) in an entity that provided management services to a diagnostic center in
Orlando, FL. The Company continues to manage other diagnostic centers in the
Florida region.
The unrelated third party purchased all assets and assumed all liabilities of
the diagnostic center which included cash, the management fee receivable,
furniture and fixtures and other miscellaneous assets. The purchase price for
the 50% interest was $4,500,000 and after closing costs the amount received was
$4,257,000.
The following is the calculation of the gain on sale of the 50% interest in a
consolidated subsidiary:
(000's omitted)
Selling Price: $ 4,500
Less: Closing costs ( 243)
Selling Price - Net cash paid : 4,257
Assets sold:
Cash $ 114
Management fee
receivable 1,166
Property and
equipment - net 23
Other assets 15
Minority interest (456)
Subtotal 862
-------
Gain on sale of consolidated subsidiary $ 3,395
=======
Sale of Investment
------------------
On July 31, 2007, the Company sold its 20% equity interest in an unconsolidated
entity (management company for a diagnostic center) to an unrelated third party.
The selling price was $629,195. The Company realized a gain on the sale of the
equity interest of $571,161.
The gain was calculated as follows:
(000's omitted)
Selling Price: $ 629
Less: Closing costs ( 58)
Selling Price - Net cash paid 571
Cost Basis -
Gain on sale of investment $ 571
=====
FONAR CORPORATION AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 2009
(UNAUDITED)
NOTE 8 - SEGMENT AND RELATED INFORMATION
The Company operates in two industry segments - manufacturing and the servicing
of medical equipment and management of diagnostic imaging centers.
The accounting policies of the segments are the same as those described in the
summary of significant accounting policies as disclosed in the Company's 10-K as
of June 30, 2008. All inter-segment sales are market-based. The Company
evaluates performance based on income or loss from operations.
Summarized financial information concerning the Company's reportable segments is
shown in the following table:
(000's omitted)
Management
of Diagnostic
Medical Imaging
Equipment Centers Totals
--------- ------------- ----------
For the three months ended March 31, 2009:
Net revenues from external customers $ 8,778 $ 2,478 $ 11,256
Inter-segment net revenues $ 245 $ - $ 245
Income from operations $ 816 $ (54) $ 762
Depreciation and amortization $ 262 $ 168 $ 430
Capital expenditures $ 190 $ 12 $ 202
For the three months ended March 31, 2008:
Net revenues from external customers $ 5,133 $ 2,938 $ 8,071
Inter-segment net revenues $ 208 $ - $ 208
Loss from operations $ (2,510) $ (211) $ (2,721)
Depreciation and amortization $ 353 $ 230 $ 583
Capital expenditures $ 353 $ 28 $ 381
For the nine months ended March 31, 2009:
Net revenues from external customers $ 21,632 $ 7,699 $ 29,331
Inter-segment net revenues $ 762 $ - $ 762
Income (Loss) from operations $ 207 $ ( 593) $ (386)
Depreciation and amortization $ 793 $ 504 $ 1,297
Capital expenditures $ 588 $ 16 $ 604
Identifiable assets $ 17,630 $ 12,003 $ 29,633
For the nine months ended March 31, 2008:
Net revenues from external customers $18,328 $ 9,093 $ 27,421
Inter-segment net revenues $ 662 $ - $ 662
Loss from operations $ (9,944) $ (759) $(10,703)
Depreciation and amortization $ 1,032 $ 695 $ 1,727
Capital expenditures $ 793 $ 102 $ 895
Identifiable assets - June 30, 2008 $ 19,203 $ 16,022 $ 35,225
FONAR CORPORATION AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 2009
(UNAUDITED)
NOTE 9 - SUPPLEMENTAL CASH FLOW INFORMATION
During the nine months ended March 31, 2009 and March 31, 2008, the Company paid
$278,000 and $178,000 for interest, respectively.
The Company paid $36,000 and $0 for income taxes during the nine months ended
March 31, 2009 and 2008, respectively.
NOTE 10 - COMMITMENTS AND CONTINGENCIES
Litigation
----------
The Company is subject to legal proceedings and claims arising from the ordinary
course of its business, including personal injury, customer contract and
employment claims. In the opinion of management, the aggregate liability, if
any, with respect to such actions, will not have a material adverse effect on
the consolidated financial position or results of operations of the Company.
Other Matters
-------------
In March 2007, the Company and New York State taxing authorities conducted a
conference to discuss a sales tax matter to determine if certain sales
transactions are subject to sales tax withholdings. In fiscal 2007, the Company
recorded a provision of $250,000 to cover any potential tax liability including
interest. This matter was settled in May of 2009 with no payment required by the
Company. The Company will reverse the accrual for this matter in the quarter
ended June 30, 2009.
The Company is also delinquent in filing sales tax returns for certain states,
for which the Company has transacted business. As of March 31, 2009, the Company
has recorded tax obligations of approximately $2,025,000 plus interest and
penalties of approximately $1,310,000. The Company is in the process of
determining the regulatory requirements in order to become compliant.
The Company has determined they may not be in compliance with the Department of
Labor and Internal Revenue Service regulations concerning the requirements to
file Form 5500 to report activity of its 401(k) Employee Benefit Plan. The
filings do not require the Company to pay tax, however they may be subject to
penalty for non-compliance. The Company has recorded provisions for any
potential penalties totaling $250,000. Such amount is the Company's best
estimate of potential penalties. Management is unable to determine the outcome
of this uncertainty. The Company has engaged outside counsel to handle such
matters to determine the necessary requirements to ensure compliance. Such
non-compliance could impact the eligibility of the plan.
FONAR CORPORATION AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 2009
(UNAUDITED)
NOTE 10 - COMMITMENTS AND CONTINGENCIES Continued
NASDAQ Notice of Non-compliance
-------------------------------
The Company's stockholder's deficiency was $4.2 million as of June 30, 2008 and
$3.0 million as of March 31, 2009. NASDAQ had granted the Company an extension
to April 9, 2009 to evidence compliance with the minimum stockholders' equity
requirement or minimum net income requirement for continued listing on the
NASDAQ Capital Market. Although the Company was unable to raise the equity
financing necessary to do so, the Company's common stock continues to be listed
pending its appeal to the NASDAQ Listing and Hearing Review Council requesting
an extension until after the filing of our Form 10-K for fiscal 2009 to
demonstrate compliance with one or more of the continued listing requirements.
NOTE 11 - NOTES RECEIVABLE
On August 8, 2008, the Company signed a modification agreement with regards to
the Asset Purchase Agreement with Health Plus. Under the modification agreement
Health Plus made a $2,000,000 principal payment on the promissory note in
exchange for a discount on the original note of $1,000,000.
The original promissory note ("Note") was modified to $2,378,130 payable in 60
consecutive months in equal installments of principal and interest of $47,090.
The Note is secured by a first lien on all of the assets of Health Plus,
including its accounts receivable and is subject to prepayment provisions to the
extent Health Plus resells all or part of the assets and business or utilizes
the assets sold as collateral in any debt financing. The note provides for
interest at 7% per annum. The Company recorded a change to earnings representing
the net discount on this note of $658,351 on this transaction during the quarter
ended June 30, 2008.
NOTE 12 - LIFE INSURANCE
During the three months ended March 31, 2009, the Company borrowed $1.3 million
against the cash surrender value of a whole life insurance policy on the life of
the Company's Chief Executive Officer.
NOTE 13 - LICENSE FEES AND ROYALTIES
In July 2000, the Company entered into a non-exclusive sales representative
agreement with an unrelated third party. The agreement requires the third party
to sell at least two Fonar MRI scanners or if it does not, pay an amount equal
to the Company's gross margin on the unsold MRI scanner(s). The third party has
not sold any scanners in the past two contract years. The Company received the
gross margin payment on two scanners of approximately $1.2 million in November
2007 and is shown in the Company's condensed consolidated statements of
operations as revenue, license fees and royalties for the nine months ended
March 31, 2008. The Company received the gross margin payment on one scanner of
approximately $585,000 in November 2008 and applied a previously received
deposit for two other scanners for a total of $1.8 million shown as license fees
and royalties for the nine months ended March 31, 2009.
FONAR CORPORATION AND SUBSIDIARIES
Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS.
For the nine month period ended March 31, 2009, we reported net income of
$1.1 million on revenues of $29.3 million as compared to net loss of $6.7
million on revenues of $27.4 million for the nine month period ended March 31,
2008.
For the three month period ended March 31, 2009, we reported net income of
$730,000 on revenues of $11.3 million as compared to net loss of $2.7 million on
revenues of $8.1 million for the three month period ended March 31, 2008.
Overall, our revenues increased 7.0% from $27.4 million for the first nine
months of fiscal 2008 to $29.3 million for the first nine months of fiscal 2009.
Most significantly, revenues from product sales increased 33.9%, from $8.9
million for the first nine months of fiscal 2008 to $12.0 million for the first
nine months of fiscal 2009. This sharp increase resulted from the Company's
increased production activity in the filling of orders for our MRI scanners.
Due to the increase in our revenues and a reduction of cost and expenses,
our operating loss for the nine months ended March 31, 2009 was reduced as
compared to the nine months ended March 31, 2008 (a $386,000 operating loss for
the first nine months of fiscal 2009 as compared to a $10.7 million operating
loss for the first nine months of fiscal 2008). The decrease in the operating
loss was principally due to a decrease of 22.1% in our total costs and expenses,
from $38.1 million for the first nine months of fiscal 2008 to $29.7 million for
the first nine months of fiscal 2009. In order to reduce our net losses and
demands on our cash and other liquid reserves, we instituted an aggressive
program of cost cutting at the end of fiscal 2008 and the beginning of fiscal
2009. Costs and expenses were reduced in most categories but most significantly
in our selling general and administrative expenses. Overall, there was a
reduction of our selling, general and administrative expenses of 36%, from $15.5
million in the first nine months of fiscal 2008 to $10.0 million in the first
nine months of fiscal 2009, resulting directly from our cost cutting program.
In addition to the success of our cost cutting program in improving our
operating performance, we also realized a gain on the sale in September 2008 of
our 92.3% interest in a consolidated entity. We received proceeds of
approximately $2.3 million and recognized a gain of approximately $1.4 million,
which also improved our liquidity. The entity was engaged in the business of
managing a MRI facility. The principal reason, however, for our net income for
the first nine months of fiscal 2009 of $1.1 million as compared to our net loss
for the first nine months of fiscal 2008 of $6.7 million, was due to the
improvement in our operations.
We also are monitoring the performance of our existing users in order to
establish teams to assist underperforming customers improve their scan volume.
In addition, we have held seminars to assist customers and the MRI Facilities
managed by HMCA in their marketing efforts and are in the process of developing
a web site to assist our customers in their marketing efforts.
We implemented an aggressive program of cost cutting measures at the end of
fiscal 2008 and the beginning of fiscal 2009. These measures include
consolidating HMCA's office space with Fonar's office space, reductions in the
size of our workforce, compensation and benefits, as well as across the board
reduction of expenses.
Forward Looking Statements
Certain statements made in this Quarterly Report on Form 10-Q are
"forward-looking statements" (within the meaning of the Private Securities
Litigation Reform Act of 1995) regarding the plans and objectives of Management
for future operations. Such statements involve known and unknown risks,
uncertainties and other factors that may cause our actual results, performance
or achievements to be materially different from any future results, performance
or achievements expressed or implied by such forward-looking statements. The
forward-looking statements included herein are based on current expectations
that involve numerous risks and uncertainties. Our plans and objectives are
based, in part, on assumptions involving the expansion of business. Assumptions
relating to the foregoing involve judgments with respect to, among other things,
future economic, competitive and market conditions and future business
decisions, all of which are difficult or impossible to predict accurately and
many of which are beyond our control. Although we believe that our assumptions
underlying the forward-looking statements are reasonable, any of the assumptions
could prove inaccurate and, therefore, there can be no assurance that the
forward-looking statements included in this Report will prove to be accurate. In
light of the significant uncertainties inherent in the forward-looking statement
included herein, the inclusion of such information should not be regarded as a
representation by us or any other person that our objectives and plans will be
achieved.
Results of Operations
We operate in two industry segments: the manufacture and servicing of
medical (MRI) equipment, our traditional business which is conducted directly by
Fonar, and diagnostic facilities management services, which is conducted through
Fonar's wholly-owned subsidiary, Health Management Corporation of America, which
we also refer to as HMCA.
Trends in the third quarter of fiscal 2009 include an increase in product
sales revenues, a decrease in service and repair fees, and management fees, as
well as a decrease in our total costs and expenses, in particular in our
selling, general and administrative expenses. We will continue to focus on our
marketing efforts to improve sales performance in fiscal 2009. In addition, we
will monitor our cost cutting program and will continue to reduce costs as
necessary.
For the three month period ended March 31, 2009, as compared to the three
month period ended March 31, 2008, overall revenues from MRI product sales
increased 162% ($6.2 million compared to $2.3 million).
For the nine month period ended March 31, 2009, as compared to the nine
month period ended March 31, 2008, overall revenues from MRI product sales
increased 33.9% ($12.0 million compared to $8.9 million).
Service revenues for the three month period ended March 31, 2009, as
compared to the three month period ended March 31, 2008 decreased by 5.9% ($2.6
million compared to $2.8 million). Unrelated party service and repair fees
decreased by 8.9% ($2.3 million compared to $2.5 million) and related party
service and repair fees increased by 22.6% ($331,000 compared to $270,000). The
reason for the decrease in unrelated party service and repair fees was
attributable to several customers discontinuing operations because of economic
conditions. We anticipate that there will be increases in service revenues as
warranties on installed scanners expire over time.
Service revenues for the nine month period ended March 31, 2009, as
compared to the nine month period ended March 31, 2008 decreased by 4.0% ($7.9
million compared to $8.2 million). Unrelated party service and repair fees
decreased by 6.8% ($6.9 million compared to $7.4 million) and related party
service and repair fees increased by 22.9% ($966,000 compared to $786,000).
There were approximately $3.4 million in foreign revenues for the first
nine months of fiscal 2009 as compared to approximately $628,000 in foreign
revenues for the first nine months of fiscal 2008, representing an increase in
foreign revenues of 434%. The Company is making a concerted effort to increase
foreign sales, most recently through its foreign distributors.
Overall, for the first nine months of fiscal 2009, revenues for the medical
equipment segment increased by 18.0% to $21.6 million from $18.3 million for the
first nine months of fiscal 2008. The revenues generated by HMCA decreased, by
15.3%, to $7.7 million for the first nine months of fiscal 2009 as compared to
$9.1 million for the first nine months of fiscal 2008.
We recognize MRI scanner sales revenues on the "percentage of completion"
basis, which means the revenues are recognized as the scanner is manufactured.
Revenues recognized in a particular quarter do not necessarily reflect new
orders or progress payments made by customers in that quarter. We build the
scanner as the customer meets certain benchmarks in its site preparation in
order to minimize the time lag between incurring costs of manufacturing and our
receipt of the cash progress payments from the customer which are due upon
delivery. Consequently, there can be a disparity between the revenues recognized
in a fiscal period and the number of product sales. Generally, the recognized
revenue results from revenues from a scanner sale are recognized in a fiscal
quarter or quarters following the quarter in which the sale was made.
Costs related to product sales increased by 48.6% from $2.2 million in the
third quarter of fiscal 2008 to $3.3 million in the third quarter of 2009,
reflecting an increase in product sales revenues. The increase in costs by 48.6%
was substantially less than the corresponding increase in MRI product sales
revenues of 162%, however, primarily because we were able to both procure parts
and components at lower costs and use parts and components in inventory having a
lower cost basis. Costs related to providing service decreased by 22.1% from
$1.3 million in the third quarter of fiscal 2008 to $1.0 million in fiscal 2009.
The increase in product sales revenues resulted primarily from the Company's
progress in filling its backlog of orders.
Notwithstanding the increase in revenues from MRI product sales, costs
related to product sales decreased by 11.4% from $8.6 million in the first nine
months of fiscal 2008 to $7.6 million in the first nine months of 2009 because
of our lower cost basis for parts and components. Costs related to providing
service decreased by 21.7% from $3.9 million in the first nine months of fiscal
2008 to $3.1 million in fiscal 2009.
Costs related to providing service and repairs decreased by 22.1% for the
third quarter of fiscal 2009 compared to the third quarter of fiscal 2008 and by
21.7% for the first nine months of fiscal 2009 compared to the first nine months
of fiscal 2008. We believe that an important factor in keeping service costs
down is our ability to monitor the performance of customers' scanners from our
facilities in Melville, New York, on a daily basis and to detect and repair any
irregularities before more serious problems result. We also believe the low cost
of providing service reflects the high quality of our products.
Overall, the operating results for our medical equipment segment improved
to an operating income of $207,000 for the first nine months of fiscal 2009 as
compared to an operating loss of $9.9 million for the first nine months of
fiscal 2008. This improvement resulted from an increase in product sales
revenues and decreases in costs related to sales, research and development and,
most significantly, selling, general and administrative expenses. The decrease
in costs related to sales resulted from our ability to procure parts and
components at lower costs and to use parts and components in inventory having a
lower cost basis. The decrease in research and development expenditures, and
selling, general and administrative expenses, resulted from our program of cost
cutting measures, which included consolidating HMCA's office space with Fonar's
office space, reductions in the size of our workforce, compensation and
benefits, as well as an across the board reduction of expenses.
HMCA revenues decreased in the third quarter of fiscal 2009 by 15.7% to
$2.5 million from $2.9 million for the third quarter of fiscal 2008, and by
15.3% to $7.7 million for the first nine months of fiscal 2009 from $9.1 million
for the first nine months of fiscal 2008, primarily because of the sale of its
92.3% interest in a previously consolidated entity in September 2008. We now
manage ten sites, nine of which are equipped with FONAR UPRIGHT(R) MRI scanners.
HMCA experienced an operating loss of $593,000 for the first nine months of
fiscal 2009 compared to operating loss of $759,000 for the first nine months of
fiscal 2008.
HMCA cost of revenues decreased to $1.7 million for the third quarter of
fiscal 2009 as compared to $2.1 million for the third quarter of fiscal 2008.
HMCA cost of revenues for the first nine months of fiscal 2009 decreased to $5.4
million as compared to $6.1 million for the first nine months of fiscal 2008.
The decrease in HMCA's cost of revenues was primarily the result of managing one
less scanning center as a result of the sale of HMCA's 92.3% interest in a
previously consolidated entity in September, 2008.
HMCA entered into an agreement in September, 2007 with Integrity Healthcare
Management, Inc. ("Integrity"), which is a wholly-owned subsidiary of Health
Diagnostics, LLC. Under the terms of the agreement, Integrity supervised and
directed HMCA and the management of the facilities including the performance of
billing and collections services. The existing management agreements between the
facilities and HMCA remained in place. Integrity was entitled to compensation of
an annual fee equal to one-half of the increase in the consolidated cash flow of
HMCA and the facilities over the period from July 1, 2006 through June 30, 2007.
This agreement was terminated as of the end of June 2008.
Commencing upon the termination of this agreement, we hired Health
Diagnostics, LLC, the parent company of Integrity, to perform all billing and
collection procedures for HMCA's clients on HMCA's behalf. HMCA agreed to pay 6%
of all adjusted deposits for these services. This agreement was terminated as of
April 30, 2009, as HMCA sought to cut expenses and exercise direct control of
the billing and collection of its clients' accounts.
The increase in our total net revenues of 39.5% from $8.1 million in the
third quarter of fiscal 2008 to $11.3 million in the third quarter of fiscal
2009, was accompanied by a decrease of 2.8% in total costs and expenses from
$10.8 million in the third quarter of fiscal 2008 compared to $10.5 million in
the third quarter of fiscal 2009. As a result, our income (loss) from operations
changed from a loss of $2.7 million in the third quarter of fiscal 2008 to an
operating profit of $762,000 in the third quarter of fiscal 2009.
For the first nine months of fiscal 2009 the consolidated revenues
increased by 7.0% to $29.3 from $27.4 million for the first nine months of
fiscal 2008 while the total costs and expenses decreased by 22.1% to $29.7
million for the first nine months of fiscal 2009 from $38.1 million for the
first nine months of fiscal 2008. Our operating loss decreased from $10.7
million in the first nine months of fiscal 2008 to $386,000 in the first nine
months of fiscal 2009.
Selling, general and administrative expenses decreased by 36.0% to $10.0
million in the first nine months of fiscal 2009 from $15.5 million in the first
nine months of fiscal 2008, largely as a result of our aggressive cost cutting
measures. There was no compensatory element of stock issuances, which is
included in selling, general and administrative expenses, in the first nine
months of fiscal 2009 or 2008.
Research and development expenses decreased by 27% to $2.7 million for the
first nine months of fiscal 2009 as compared to $3.7 million for the first nine
months of fiscal 2008.
Interest expense in the first nine months of fiscal 2009 decreased by 46.7%
to $193,000 from $362,000 for the first nine months of fiscal 2008 because of
the repayment of existing debt.
Inventories increased by 16.5% to $3.8 million at March 31, 2009 as
compared to $3.3 million at June 30, 2008 representing the purchase of raw
materials and components in our inventory to fill orders.
Management fee and medical receivables decreased by 20.3% to $6.1 million
at March 31, 2009 from $7.6 million at June 30, 2008, primarily due to
collections on the Company's management fee receivables and the sale of a 92.3%
interest of a consolidated entity in September 2008, which included the
receivables of such entity.
The overall trends reflected in the results of operations for the first
nine months of fiscal 2009 are an increase in revenues from product sales, as
compared to the first nine months of fiscal 2008 ($12.0 million for the first
nine months of fiscal 2009 as compared to $8.9 million for the first nine months
of fiscal 2008), and an increase in MRI equipment segment revenues relative to
HMCA revenues ($21.6 million or 73.8% from the MRI equipment segment as compared
to $7.7 million or 26.2% from HMCA, for the first nine months of fiscal 2009, as
compared to $18.3 million or 66.8% from the MRI equipment segment and $9.1
million or 33.2%, from HMCA, for the first nine months of fiscal 2008). In
addition, unrelated party sales constituted 100% of our medical equipment
product sales for the first nine months of fiscal 2009 at $12.0 million and for
the first nine months of fiscal 2008 at $8.9 million.
We are committed to continuing the improvement in our operating results we
experienced in the first nine months in fiscal 2009. Nevertheless, factors
beyond our control, such as the timing and rate of market growth which depend on
economic conditions, including the availability of credit, payor reimbursement
rates and policies, and unexpected expenditures or the timing of such
expenditures, make it impossible to forecast future operating results. We
believe we are pursuing the correct policies which should prove successful in
improving the Company's operating results.
Our FONAR UPRIGHT(R) MRI, and Fonar-360(TM) MRI scanners, together with our
works-in-progress, are intended to significantly improve our competitive
position.
Our FONAR UPRIGHT(R) MRI scanner, which operates at 6000 gauss (.6 Tesla)
field strength, allows patients to be scanned while standing, sitting, reclining
and in multiple flexion and extension positions. It is common in visualizing the
spine that abnormalities are visualized in some positions and not others. This
enables surgical corrections that heretofore would be unaddressable for lack of
visualizing the symptom causing the pathology. A floor-recessed elevator brings
the patient to the height appropriate for the targeted image region. A
custom-built adjustable bed will allow patients to sit or lie on their backs,
sides or stomachs at any angle. Full-range-of-motion studies of the joints in
virtually any direction are possible and another promising feature for sports
injuries.
Recently, this capability of the FONAR UPRIGHT(R) technology has
demonstrated its key value on patients with the Arnold-Chiari syndrome, which is
believed to affect 200,000 to 500,000 Americans. In this syndrome, brain stem
compression and subsequent severe neurological symptoms occur in these patients,
when because of weakness in the support tissues within the skull, the brain stem
descends and is compressed at the base of the skull in the foramen magnum, which
is the circular bony opening at the base of the skull where the spinal cord
exits the skull. Conventional lie-down MRI scanners cannot make an adequate
evaluation of the pathology since the patient's pathology is most visible and
the symptoms most acute when the patient is scanned in the upright
weight-bearing position.
The UPRIGHT(R) MRI has also demonstrated its value for patients suffering
from scoliosis. Scoliosis patients have been typically subjected to routine
x-ray exams for years and must be imaged upright for an adequate evaluation of
their scoliosis. Because the patient must be standing for the exam, an x-ray
machine has been the only modality that could provide that service. The
UPRIGHT(R) MRI is the only MRI scanner which allows the patient to stand during
the MRI exam. Fonar has developed a new RF receiver and scanning protocol that
for the first time allows scoliosis patients to obtain diagnostic pictures of
their spines without the risks of x- rays. A recent study by the National
'Cancer Institute (2000) of 5,466 women with scoliosis reported a 70% increase
in breast cancer resulting from 24.7 chest x-rays these patients received on the
average in the course of their scoliosis treatment. The UPRIGHT(R) MRI
examination of scoliosis enables the needed imaging evaluation of the degree of
spine scoliosis without exposing the patient to the risk of breast cancer from
x-radiation. Currently scoliosis affects more than 3,000,000 American women.
In addition, the University of California, Los Angeles (UCLA) reported
their results of their study of 1,302 patients utilizing the FONAR UPRIGHT(R)
Multi-Position(TM) MRI at the 22nd Annual Meeting of the North American Spine
Society on October 23, 2007. The UCLA study showed the superior ability of the
Dynamic(TM) FONAR UPRIGHT(R) MRI to detect spine pathology, including
spondylolisthesis, disc herniations and disc degneration, as compared to
visualizations of the spine produced by traditional single position static MRIs.
The UCLA study by MRI of 1,302 back pain patients when they were UPRIGHT(R)
and examined in a full range of flexion and extension positions made possible by
FONAR's new UPRIGHT(R) technology established that significant "misses" of
pathology were occurring with static single position MRI imaging. At L4-5, the
vertebral level responsible for 49.8% of lumbar disc herniations, 35.1% of the
spondylolistheses (vertebral instabilities) visualized by Dynamic(TM)
Multi-Position(TM) MRI were being missed by static single position MRI (510
patients). Since this vertebral segment is responsible for the majority of all
disc herniations, the finding may reveal a significant cause of failed back
surgeries. The UCLA study further showed the "miss-rate" of vertebral
instabilities by static only MRI was even higher, 38.7%, at the L3-4 vertebral
segment. Additionally the UCLA study showed that MRI examinations of the
cervical spine that did not perform extension images of the neck "missed" disc
bulges 23.75% of the time (163 patients).
The UCLA study further reported that they were able to quantitatively
measure the dimensions of the central spinal canal with the "highest accuracy"
using the FONAR UPRIGHT(R) Multi-Position(TM) MRI thereby enabling the extent of
spinal canal stenosis that existed in patients to be measured. Spinal canal
stenosis gives rise to the symptom complex intermittent neurogenic claudication
manifest as debilitating pain in the back and lower extremities, weakness and
difficulties in ambulation and leg paresthesias. Spinal canal stenosis is a
spinal compression syndrome separate and distinct from the more common nerve
compression syndrome of the spinal nerves as they exit the vertebral column
through the bony neural foramen.
The FONAR UPRIGHT(R) MRI can also be useful for MRI directed emergency
neuro-surgical procedures as the surgeon would have unhindered access to the
patient's head when the patient is supine with no restrictions in the vertical
direction. This easy-entry, mid-field-strength scanner could prove ideal for
trauma centers where a quick MRI-screening within the first critical hour of
treatment will greatly improve patients' chances for survival and optimize the
extent of recovery.
The Fonar 360(TM) is an enlarged room sized magnet in which the floor,
ceiling and walls of the scan room are part of the magnet frame. This is made
possible by Fonar's patented Iron-Frame(TM) technology which allows the
Company's engineers to control, contour and direct the magnet's lines of flux in
the patient gap where wanted and almost none outside of the steel of the magnet
where not wanted. Consequently, this scanner allows surgeons and other
interventional physicians to walk inside the magnet and achieve 360 degree
access to the patient to perform interventional procedures.
The Fonar 360(TM) is presently marketed as a diagnostic scanner and is
sometimes referred to as the Open Sky(TM) MRI. In its Open Sky(TM) version, the
Fonar 360(TM) serves as an open patient friendly scanner which allows 360 degree
surgical access to the patient on the scanner bed. To optimize the
patient-friendly character of the Open Sky(TM) MRI, the walls, floor, ceiling
and magnet poles are decorated with landscape murals. The patient gap is twenty
inches and the magnetic field strength, like that of the FONAR UPRIGHT(R), is
0.6 Tesla.
In the future, we expect the Fonar 360(TM) to function as an interventional
MRI. The enlarged room sized magnet and 360o access to the patient afforded by
the Fonar 360(TM) permits surgeons to walk into the magnet and perform surgical
interventions on the patient under direct MR image guidance. Most importantly
the exceptional quality of the MRI image and its capacity to exhibit tissue
detail on the image, can then be obtained real time during the procedure to
guide the interventionalist. Thus surgical instruments, needles, catheters,
endoscopes and the like could be introduced directly into the human body and
guided directly to a malignant lesion using the MRI image. The number of
inoperable lesions could be significantly reduced by the availability of this
new FONAR technology. Most importantly treatment can be carried directly to the
target tissue.
The first Fonar 360(TM) MRI scanner, installed at the Oxford- Nuffield
Orthopedic Center in Oxford, United Kingdom, is now carrying a full diagnostic
imaging caseload. In addition, however, development of the works in progress
Fonar 360(TM) MRI image guided interventional technology is actively
progressing. Fonar software engineers have completed and installed their 2nd
generation tracking software at Oxford-Nuffield which is designed to enable the
surgeons to insert needles into the patient and accurately advance them, under
direct visual image guidance, to the target tissue, such as a tumor, so that
therapeutic agents can be injected.
The Company expects marked demand for its most commanding MRI products, the
FONAR UPRIGHT(R) MRI and the Fonar 360(TM) because of their exceptional features
in patient diagnosis and treatment. These scanners additionally provide improved
image quality and higher imaging speed because of their higher field strength of
..6 Tesla. The geometry of the FONAR UPRIGHT(R) MRI as compared to a single coil,
or multiple coils on only one axis and its transverse magnetic field enables the
use of two detector rf coils operating in quadrature which increases the FONAR
UPRIGHT(R) MRI signal to noise ratio by 40%, providing a signal to noise ratio
equal to a .84T recumbent only MRI scanner.
Liquidity and Capital Resources
Cash, cash equivalents and marketable securities decreased from $2.4
million at June 30, 2008 to $1.6 million at March 31, 2009. Marketable
securities approximated $18,000 as of March 31, 2009, as compared to $1.1
million at June 30, 2008.
Cash used in operating activities for the first nine months of fiscal 2009
was $5.7 million. Cash used in operating activities was attributable to a
decrease in customer advances of $5.6 million, a decrease in billings in excess
of costs and estimated earnings on uncompleted contracts of $641,000 and an
increase in accounts, management fee and medical receivables of $1.1 million
offset by a decrease in notes receivable of $385,000 and the net income of $1.1
million.
Cash provided by investing activities for the first nine months of fiscal
2009 was $6.1
million. The principal source of cash from investing activities
during the first nine months of fiscal 2009 consisted of proceeds from the sale
of a consolidated subsidiary of $2.3 million, proceeds of $2.0 million from the
prepayment by a debtor of a portion of a note receivable and sale of marketable
securities of $1.1 million, offset by capitalized software and patent costs of
$584,000.
Cash used in financing activities for the first nine months of fiscal 2009
was $141,000. The principal uses of cash in financing activities during the
first nine months of fiscal 2009 consisted of repayment of principal on long-
term debt and capital lease obligations of $243,000, repayment of notes
receivable from employee stockholders of $125,000 and distributions to holders
of minority interests of $23,000.
The Company's contractual obligations and the periods in which they are
scheduled to become due are set forth in the following table:
Due in
less Due Due Due
Contractual Than 1 in 2-3 in 4-5 after 5
Obligation Total year years years years
-------------- ----------- ---------- ---------- ---------- ----------
Long-term debt $ 545 $ 22 $ -- $ -- $ 523
Capital lease
Obligations 342 119 223 -- --
Operating
leases 11,512 1,731 3,732 3,517 2,532
----------- ---------- -------- --------- ----------
Total cash
Obligations $ 12,399 $ 1,872 $ 3,955 $ 3,517 $ 3,055
========== ========== ======== ========= ==========
Total liabilities decreased by 17.1% to $32.6 million at March 31, 2009
from $39.3 million at June 30, 2008. We experienced an decrease in long-term
debt and capital leases from $757,000 at June 30, 2008 to $746,000 at March 31,
2009 and a decrease in accounts payable from $4.0 million at June 30, 2008 to
$3.7 million at March 31, 2009, along with a decrease in billings in excess of
costs and estimated earnings on uncompleted contracts from $5.8 million at June
30, 2008 to $5.1 million at March 31, 2009, and a decrease in customer advances
from $14.3 million at June 30, 2008 to $8.7 million at March 31, 2009. Unearned
revenue on service contracts increased from $5.2 million at June 30, 2008 to
$5.7 million at March 31, 2009.
As of March 31, 2009, the total of $8.0 million in other current
liabilities included primarily accrued salaries and payroll taxes of $1.1
million, accrued interest of $792,000, accrued royalties of $623,000 and excise
and sales taxes of $2.7 million.
Our working capital deficit decreased from $16.0 million as of June 30,
2008 to $12.5 million as of March 31, 2009. This resulted from decrease in
current liabilities ($38.0 million at June 30, 2008 as compared to $31.4 million
at March 31, 2009, particularly a decrease in customer advances of $5.6 million
($14.3 million at June 30, 2008 as compared to $8.7 million at March 31, 2009),
and a decrease in billings in excess of costs and estimated earnings on
uncompleted contracts from $5.8 million at June 30, 2008 to $5.1 million at
March 31, 2009; notwithstanding a decrease in current assets ($22.0 million at
June 30, 2008 compared to $19.0 million at March 31, 2009) resulting primarily
from a decrease in management fee receivable of $881,000 ($6.4 million at June
30, 2008 compared to $5.5 million at March 31, 2009) and a decrease in current
portion of notes receivable ($2.5 million at June 30, 2008 as compared to
$509,000 at March 31, 2009), offset by an increase in accounts receivable of
$667,000 ($5.2 million at June 30, 2008 as compared to $5.8 million at March 31,
2009) and an increase in inventories of approximately $537,000 ($3.3 million at
June 30, 2008 as compared to $3.8 million at March 31, 2009).
Fonar has not committed to making additional capital expenditures in the
2009 fiscal year.
Our business plan calls for a continuing emphasis on providing our
customers with enhanced equipment service and maintenance capabilities and
delivering state-of-the-art, innovative and high quality equipment upgrades at
competitive prices.
Our principal source of liquidity has been derived from revenues, as well
as by the sale of marketable securities and cash provided by notes receivable.
Also, in September 2008, the Company sold its 92.3% interest in a consolidated
subsidiary and to a related third party and received proceeds of approximately
$2.3 million. In addition, during the third quarter of fiscal 2009, the Company
received $1.3 million from loans it made against the cash value of certain life
insurance policies. At March 31, 2009, we had a working capital deficit of $12.5
million. For the nine months ended March 31, 2009, we had a net income of $1.1
million which included non-cash charges of $2.4 million.
The Company is focusing on increased marketing campaigns and distribution
programs to increase the demand for Fonar's products. Management anticipates
that Fonar's capital resources will improve as Fonar's MRI scanner products gain
wider market recognition and acceptance resulting in increased product sales. If
we are not successful with our current marketing efforts to increase sales, then
we could experience a shortfall in the cash necessary to sustain operations at
their current levels.
Although sales levels remained weak in fiscal 2009, the Company has been
profitable for two consecutive quarters; we are continuing to focus our efforts
on increased marketing campaigns, in particular, by expanding Fonar's
utilization of internet advertising as a vehicle for promoting our products and
their unique features to the medical community and displaying the high quality
visualization they achieve of pathologies that can not be seen by recumbent only
MRI technology. Management anticipates that Fonar's capital resources will
improve if Fonar's MRI scanner products gain wider market recognition and
acceptance resulting in increased product sales. If we are not successful with
our marketing efforts to increase sales and weak demand continues, we will
experience a shortfall in cash over the next twelve months. If necessary, the
Company will implement its plan to fund such a deficit which includes further
reductions in operating expenses, sales of certain assets and loans from related
parties together in an amount sufficient to continue as a going concern through
March 31, 2010. Current economic credit conditions have contributed to a slowing
business environment. Given such liquidity and credit constraints in the
markets, the business may suffer, should the credit markets not improve in the
near future. The direct impact of these conditions is not fully known. However,
there can be no assurance that we would be able to secure additional funds if
needed and that if such funds were available, whether the terms or conditions
would be acceptable to us.
NASDAQ had granted Fonar an extension to April 9, 2009 to evidence
compliance with the minimum stockholders' equity requirement for continued
listing on the NASDAQ Capital Market. Although Fonar was unable to raise the
equity financing necessary to do so, Fonar's common stock continues to be listed
pending its appeal to the NASDAQ Listing and Hearing Review Council. Fonar is
requesting an extension until after the filing of its form 10-K for fiscal 2009
to demonstrate compliance with one or more of the continued listing
requirements.
FONAR CORPORATION AND SUBSIDIARIES
Item 3. Quantitative and Qualitative Disclosures About Market Risk
The Company maintains its funds in liquid accounts. None of our investments
are in fixed rate instruments.
All of our revenue, expense and capital purchasing activities are
transacted in United States dollars.
Item 4. Controls and Procedures
(a) Evaluation of disclosure controls and procedures.
The Company maintains controls and procedures designed to ensure that
information required to be disclosed in the reports that it files or submits
under the Securities Exchange Act of 1934 is recorded, processed, summarized and
reported within the time periods specified in the rules and forms of the
Securities and Exchange Commission. Based upon their evaluation of those
controls and procedures performed as of the end of the period covered by this
report, the principal executive and acting principal financial officer of the
Company concluded that disclosure controls and procedures were effective.
(b) Change in internal controls.
There have been no changes in our internal control over financial reporting
that occurred during the most recent fiscal quarter that have materially
affected, or are reasonably likely to materially affect, our internal control
over financial reporting.
FONAR CORPORATION AND SUBSIDIARIES
PART II - OTHER INFORMATION
Item 1 - Legal Proceedings:There were no material changes in litigation for the
first nine months of fiscal 2009.
Item 2 - Unregistered Sales of Equity Securities and Use of Proceeds: None
Item 3 - Defaults Upon Senior Securities: None
Item 4 - Submission of Matters to a Vote of Security Holders: None
Item 5 - Other Information: None
Item 6 - Exhibits and Reports on Form 8-K: Exhibit 31.1 Certification See
Exhibits Exhibit 32.1 Certification See Exhibits
FONAR CORPORATION AND SUBSIDIARIES
SIGNATURES
Pursuant to the requirements 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.
FONAR CORPORATION
(Registrant)
By: /s/ Raymond V. Damadian
Raymond V. Damadian
President & Chairman
Dated:May 18, 2009