FONAR CORPORATION
Proxy . Annual Meeting of Stockholders - April 16, 2007
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned, a stockholder of Fonar Corporation (the "Company"), hereby
revoking any proxy heretofore given, does hereby appoint Raymond V. Damadian,
David B. Terry, and Kurt Reimann, and each of them, proxies with full power of
substitution, for and in the name of the undersigned to attend the Annual
Meeting of the Stockholders of the Company to be held at the Double Tree Hotel,
Wilmington Downtown, 700 King Street, Wilmington, Delaware on April 16, 2007 at
10:00 a.m., local time, and at any adjournment(s) thereof, and there to vote
upon all matters specified in the notice of said meeting, as set forth herein,
and upon such other business as may properly and lawfully come before the
meeting, all shares of stock of the Company which the undersigned would be
entitled to vote if personally present at said meeting.
THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED HEREIN BY
THE UNDERSIGNED STOCKHOLDER. IF NO DIRECTION IS GIVEN, SUCH SHARES WILL BE VOTED
FOR PROPOSALS ONE THROUGH FIVE.
No. 1. Election of Directors
For All Nominees listed below WITHHOLD AUTHORITY
(except as marked to the contrary to vote for all Nominees
below
listed below)
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/ / / /
/ / / /
+-------------+ +-------------+
(INSTRUCTION: To withhold authority to vote for any individual nominee strike
a line through the nominee's name in the list below.)
Raymond V. Damadian, Claudette J. V. Chan, Robert J. Janoff, Charles N. O'Data
and Robert Djerejian.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE FOLLOWING PROPOSALS.
No. 2. To grant the Board of Directors the authority to amend our
certificate of incorporation to effect a reverse stock split of our issued and
outstanding Common Stock, Class B Common Stock, Class C Common Stock and Class
A Nonvoting Preferred Stock at a specific ratio to be determined by the Board
of Directors within a range of one for ten and one for twenty-five.
FOR AGAINST ABSTAIN
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/ / / / / /
/ / / / / /
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No. 3. To grant the Board of Directors the authority to amend our certificate
of incorporation to effect a reverse stock split of our authorized number of
shares of Common Stock, Class B Common Stock, Class C Common Stock, Preferred
Stock and Class A Nonvoting Preferred Stock at a specific ratio to be
determined by the Board of Directors within a range of one for three and one
for ten.
FOR AGAINST ABSTAIN
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/ / / / / /
/ / / / / /
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No. 4. To ratify the selection of Marcum & Kliegman LLP as the Company's
independent auditors for the fiscal year ended June 30, 2007.
FOR AGAINST ABSTAIN
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/ / / / / /
/ / / / / /
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No. 5. In their discretion, the Proxies are authorized to vote upon such other
business as may properly come before the meeting.
AUTHORITY AUTHORITY
GRANTED WITHELD
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/ / / /
/ / / /
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THE BOARD OF DIRECTORS RECOMMENDS A VOTE AGAINST THE FOLLOWING PROPOSAL.
No. 6. To limit certain management compensation.
FOR AGAINST ABSTAIN
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/ / / / / /
/ / / / / /
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Dated: ____________________, 2007
__________________________________
Signature
__________________________________
Signature if jointly held
Please sign your name(s) EXACTLY as
your name(s) appear(s) on your stock
certificate(s). All joint tenants must
sign. When signing as attorney,
executor, administrator, guardian or
corporate officer, please provide your
FULL title.
The Board of Directors requests that you fill in, date and sign the Proxy and
return it in the enclosed envelope.
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to section 14(a) of the Securities and Exchange Act of
1934 (Amendment No. )
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as permitted by
Rule 14a-6(e)(2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to 240.14a-12
Fonar Corporation
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required
[ ] Fee computed on table below per Exchange Act Rules 14-6(i) (1) and 0-11.
1) Title of each class of securities to which transaction applies:
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2) Aggregate number of securities to which transaction applies:
N/A
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3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount of which the
filing fee is calculated and state how it was determined):
N/A
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4) Proposed maximum aggregate value of transaction:
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[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a) (2) and identify the filing for which the offsetting fee was paid
previously.
1) Amount Previously Paid:
......................................
2) Form, Schedule or Registration Statement No.:
......................................
3) Filing Party:
......................................
4) Date Filed:
......................................
FONAR CORPORATION
110 MARCUS DRIVE
Melville, New York 11747
(631) 694-2929
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
April 16, 2007
To The Stockholders:
The Annual Meeting of the stockholders of Fonar Corporation will be held at the
Double Tree Hotel, Wilmington Downtown, 700 King Street, Wilmington, Delaware
19801 (302-655-0400), on April 16, 2007, at 10:00 a.m. local time for the
following purposes:
1. To elect five Directors to the Board of Directors.
2. To consider and act upon a proposal to grant the Board of Directors the
authority to amend our certificate of incorporation to effect a reverse stock
split of our issued and outstanding Common Stock, Class B Common Stock, Class C
Common Stock and Class A Nonvoting Preferred Stock at a specific ratio to be
determined by our Board of Directors within a range of one for ten and one for
twenty-five.
3. To consider and act upon a proposal to grant the Board of Directors the
authority to amend our certificate of incorporation to effect a reverse stock
split of our authorized number of shares of Common Stock, Class B Common Stock,
Class C Common Stock, Preferred Stock and Class A Nonvoting Preferred Stock at a
specific ratio to be determined by our Board of Directors within a range of one
for three and one for ten.
4. To ratify the selection of Marcum & Kliegman LLP as the Company's auditors
for the fiscal year ended June 30, 2007.
5. To consider and act upon a stockholder proposal described in the accompanying
proxy statement to limit certain management compensation.
6. To transact such other business as may properly come before the meeting.
Only stockholders of record at the close of business on March 1, 2007 are
entitled to notice of, and to vote at, this meeting. A list of such stockholders
will be available for examination by any stockholder for any purpose germane to
the meeting, during normal business hours, at the principal office of the
Company, 110 Marcus Drive, Melville, New York, for a period of ten days prior to
the meeting.
Whether or not you expect to attend in person, we urge you to sign, date, and
return the enclosed proxy at your earliest convenience. Sending in your proxy
will not prevent you from voting your stock at the meeting if you desire to do
so, as your proxy is revocable at your option.
BY ORDER OF THE BOARD OF DIRECTORS
/s/ David B. Terry
David B. Terry, Senior Vice President and
Secretary
PROXY STATEMENT
FOR ANNUAL MEETING OF
STOCKHOLDERS TO BE HELD APRIL 16, 2007
This proxy statement, which is first being mailed to shareholders on or about
March 15, 2007, is furnished in connection with the solicitation of proxies by
the Board of Directors of Fonar Corporation (the "Company"), to be voted at the
annual meeting of the stockholders of the Company to be held at 10:00 a.m. on
April 16, 2007 and any adjournment(s) thereof for the purposes set forth in the
accompanying Notice of Annual Meeting of Stockholders. Stockholders who execute
proxies retain the right to revoke them at any time prior to the exercise of the
powers conferred thereby, by delivering a signed statement to the Secretary of
the Company at or prior to the annual meeting or by executing another proxy
dated as of a later date. The cost of solicitation of proxies is to be borne by
the Company.
Only stockholders of record at the close of business on March 1, 2007 will be
entitled to vote at the meeting. Shares of Common Stock are entitled to one vote
per share, shares of Class B Common Stock are entitled to ten votes per share
and shares of Class C Common Stock are entitled to twenty-five votes per share.
At the close of business on January 31, 2007, there were issued and outstanding
121,559,660 shares of Common Stock held of record by 4,567 stockholders, 3,953
shares of Class B Common Stock held of record by 10 stockholders and 9,562,824
shares of Class C Common Stock held of record by 4 stockholders. The shares of
Class A Nonvoting Preferred Stock, 7,836,287 shares held of record by 3,910
stockholders at the close of business on January 31, 2007, are not entitled to
vote, but are being mailed copies of this proxy statement and proxies to enable
them to cast non-binding votes. Except for the shares of Class A Nonvoting
Preferred Stock, there are no shares of Preferred Stock issued and outstanding.
Any proxy may be revoked at any time before it is exercised by delivery of a
written instrument of revocation or a later dated proxy to the principal
executive office of the Company or, while the meeting is in session, to the
Secretary of the meeting, without, however, affecting any vote previously taken.
The presence of a stockholder at the meeting will not operate to revoke his
proxy. The casting of a ballot by a stockholder who is present at the meeting,
however, will revoke his proxy, but only as to the matters on which the ballot
is cast and not as to any matters on which he does not cast a ballot or as to
matters previously voted upon.
Proxies received by management will be voted at the meeting or any adjournment
thereof. EACH PROXY WILL BE VOTED IN ACCORDANCE WITH THE SPECIFICATIONS MADE
THEREIN BY THE PERSON GIVING THE PROXY. TO THE EXTENT NO CHOICE IS SPECIFIED,
HOWEVER, THE PROXY WILL BE VOTED FOR MANAGEMENT'S PROPOSALS. All of management's
proposals have been unanimously approved by the Board of Directors. The
stockholder proposal has been unanimously rejected by the Board of Directors.
1. ELECTION OF DIRECTORS AND MANAGEMENT INFORMATION
Five directors are to be elected at the annual meeting, to hold office until the
next annual meeting of stockholders and until their successors are elected and
qualified. It is intended that the accompanying proxy will be voted in favor of
the following nominees to serve as directors unless the stockholder indicates to
the contrary on the proxy. Management expects that each of the nominees will be
available for election, but if any of them is not a candidate at the time the
election occurs, it is intended that such proxy will be voted for the election
of another nominee to be designated by the Board of Directors to fill any such
vacancy.
DIRECTORS AND OFFICERS
Raymond V. Damadian, M.D. (age 70), a nominee for Director, has been the
Chairman of the Board and President of FONAR since its inception and Treasurer
since February, 2001. Dr. Damadian received an M.D. degree in 1960 from Albert
Einstein College of Medicine, New York, and a B.S. degree in mathematics from
the University of Wisconsin in 1956. In addition, Dr. Damadian conducted
post-graduate work at Harvard University, where he studied extensively in the
fields of physics, mathematics and electronics. Dr. Damadian is a 1988 recipient
of the National Medal of Technology and in 1989 was inducted into the National
Inventors Hall of Fame, for his contributions in conceiving and developing the
application of magnetic resonance technology to medical applications including
whole body scanning and diagnostic imaging. Dr. Damadian is also the director,
President and Treasurer of the Company's subsidiary, Health Management
Corporation of America ("HMCA").
Claudette J.V. Chan (age 69), a nominee for Director, has been a Director of
FONAR since October 1987. Mrs. Chan has been employed since 1992 by HMCA and its
predecessor, Raymond V. Damadian, M.D. MR Scanning Centers Management Company,
as "site inspector," in which capacity she is responsible for supervising and
implementing standard procedures and policies for MRI scanning centers. From
1989 to 1994 Mrs. Chan was employed by St. Matthew's and St. Timothy's
Neighborhood Center, Inc., as the director of volunteers in the "Meals on
Wheels" program, a program which cares for the elderly. She received a bachelor
of science degree in nursing from Cornell University in 1960. Mrs. Chan is the
sister of Raymond V. Damadian.
Robert J. Janoff (age 79), a nominee for Director, has been a Director of FONAR
since February, 1989. Mr. Janoff has been a self-employed New York State
licensed private investigator for more than thirty-five years and was a Senior
Adjustor in Empire Insurance Group for more than 15 years until retiring from
that position on July 1, 1997. Mr. Janoff also served, from June 1985 to June
1991, as President of Action Data Management Strategies, Ltd., a supplier of
computer programs for use by insurance companies. Mr. Janoff is a Director
Emeritus of Harmony Heights of Oyster Bay, New York, which is a nonprofit
residential school for girls with learning disabilities.
Charles N. O'Data (age 70), a nominee for Director, has been a Director of FONAR
since February, 1998. From 1968 to 1997, Mr. O'Data was the Vice President for
Development for Geneva College, a liberal arts college located in western
Pennsylvania. In that capacity, he acted as the College's chief investment
officer. His responsibilities included management of the College's endowment
fund and fund raising. In July 1997, Mr. O'Data retired from Geneva College
after 36 years of service to assume a position of National Sales Executive for
SC Johnson Company's Professional Markets Group (a unit of SC Johnson Wax), and
specialized in healthcare and education sales, a position he held until the
spring of 1999. Mr. O'Data presently acts an independent financial consultant to
various entities. He founded The Beaver County Foundation, a Community
Foundation, in 1992, and serves as its President. Mr. O'Data served as a
director of Heritage Valley Health System, The Medical Center, Beaver for 25
years, three years as Chairman. Mr. O'Data is a graduate of Geneva College,
where he received a B.S. degree in Economics in 1958.
Robert Djerejian (75), a nominee for Director, has been a Director of Fonar
since June, 2002. Since 1996 Mr. Djerejian has served as a senior consultant for
Haines, Lundberg & Waehler International, (HWL International) an architecture,
design and engineering firm, which among other specialties designs hospitals and
laboratories. Prior to that time he was the Senior Managing Partner of the firm.
Mr. Djerejian serves on the Board of Trustees of Pratt Institute, as Trustee
Emeritus and was one of the founding directors of the Board of Directors of the
Delaware College of Art and Design. Mr. Djerejian is a Member Emeritus of the
American Institute of Architects. He is a graduate of The School of Architecture
of Pratt Institute, where he received a B.A. in Architecture in 1955.
David B. Terry (60) is the Senior Vice President and Secretary of the Company.
Mr. Terry has been serving as Vice President since December 1998 and as
Secretary since May, 1990. Previously, he served as Treasurer from May 1990 to
December, 1998, as Secretary from July 1978 through June 1987 and as Treasurer
from August 1981 through June 1987. From July 1978 through June 1987, he was
also a Director of the Company. Mr. Terry is a brother in-law of Raymond V.
Damadian.
INFORMATION REGARDING THE BOARD AND ITS COMMITTEES
All of the nominees are presently directors of the Company. The five nominees
will be elected to hold office for the ensuing year or until their respective
successors are elected and qualified. Of the five nominees, Messrs. Charles N.
O'Data, Robert J. Janoff and Robert Djerejian are independent, as defined in the
Securities and Exchange Commission Regulations and Nasdaq Market Place Rules. In
making such determinations, there were no transactions, relationships or
arrangements not disclosed in our SEC filings to be considered by the Board of
Directors, in determining whether the director was independent.
During the year ended June 30, 2006 the Board of Directors unanimously consented
to take action in lieu of a meeting on four occasions, and the audit committee
met four times.
Dr. Damadian receives no cash compensation for serving on the Board. The other
directors are each paid $20,000 per year in their capacities as directors. This
is the sole compensation payable to the directors.
The Company's Board of Directors has an audit committee. There is no standing
compensation committee or nominating committee.
In accordance with the Nasdaq Marketplace Rules, the Board of Directors adopted
a written charter for the audit committee which took effect in June, 2001 and
was revised on November 17, 2004. A copy of the revised charter is attached to
this proxy statement. All of the directors on the audit committee are
independent.
Stockholders may communicate with directors by writing to them at the Company or
in any other manner the particular director may provide. Depending on the
sensitivity and timing of a matter raised by a stockholder and the need for
disclosure of matters to be made not to just one stockholder, but to the
stockholders as a whole, it may not be possible for the director to reply to the
stockholder.
AUDIT COMMITTEE
The Audit Committee, which is comprised of independent directors, is governed by
a Board approved charter that contains, among other things, the Committee's
membership requirements and responsibilities. The audit committee oversees the
Company's accounting, financial reporting process, internal controls and audits,
and consults with management and the independent public accountants on, among
other items, matters related to the annual audit, the published financial
statements and the accounting principles applied. As part of its duties, the
audit committee appoints, evaluates and retains the Company's independent public
accountants. It also maintains direct responsibility for the compensation,
termination and oversight of the Company's independent public accountants and
evaluates the independent public accountants' qualifications, performance and
independence.
Financial Expert on Audit Committee: The Board has determined that Mr. O'Data,
who currently is a financial consultant to various entities and previously was
the Vice President for Development for Geneva College, is the audit committee
financial expert. The Board made a qualitative assessment of Mr. O'Data's level
of knowledge and experience based on a number of factors, including his formal
education and experience.
AUDIT COMMITTEE REPORT
The audit committee has (a) reviewed and discussed the audited financial
statements with management, (b) discussed with the independent auditors the
matters required to be discussed by SAS 61 and (c) has received the written
disclosures and the letter from the independent accountants required by
Independence Standards Board, Standard No. 1 and has discussed with the
independent accountants the independent accountant's independence.
Based on the foregoing review and discussions, the audit committee recommended
to the Board of Directors that the audited financial statements be included in
the Company's Annual Report on Form 10-K for the fiscal year ended June 30,
2006.
The members of the audit committee are Messrs. Charles N. O'Data, Robert J.
Janoff and Robert Djerejian. Messrs. O'Data, Janoff and Djerejian are
independent directors, as defined in the Securities and Exchange Commission
Regulations and Nasdaq Market Place Rules.
NOMINATING COMMITTEE
The Company does not believe it requires a separate standing nominating
committee because the Board of Directors is relatively small and can make the
nominations acting as a whole. The Board does not have a policy with regard to
director candidates recommended by stockholders because the absence of such
recommendations makes a formal policy unnecessary. Historically, there usually
has not been a need to identify new nominees in the absence of the resignation
or death of an existing director. The remaining directors evaluate a new nominee
based on his integrity, loyalty, competence and experience, and how his
background complements that of the remaining directors.
VOTE REQUIRED AND BOARD RECOMMENDATION
The directors will be elected by the vote of a plurality of the votes
represented at the meeting. THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR ALL OF
THE NOMINEES FOR DIRECTOR.
INFORMATION REGARDING BENEFICIAL OWNERSHIP OF PRINCIPAL
STOCKHOLDERS, DIRECTORS, AND MANAGEMENT
The following table sets forth information regarding the beneficial ownership of
the Company's common shares by the nominees for directors, the Company's Chief
Executive Officer, and the directors and executive officers as a group as of
January 31, 2007.
NAME AND ADDRESS OF SHARES PERCENT
BENEFICIAL OWNER (1) BENEFICIALLY OWNED OF CLASS
-------------------- ------------------ --------
Raymond V. Damadian, M.D.
c/o FONAR Corporation
Melville, New York
Director, President
PEO, PFO 5% + Stockholder
Common Stock 2,588,274 2.13%
Class C Stock 9,561,174 99.98%
Class A Preferred 477,328 6.09%
Claudette Chan
Director
Common Stock 2,648 *
Class A Preferred 800 *
Robert J. Janoff
Director
Common Stock 90,000 *
Class A Preferred 1,999 *
Charles N. O'Data
Director
Common Stock 700 *
Robert Djerejian
Director
Common Stock 0 *
All Officers, Directors and Nominees
as a Group (6 persons) (2) (3)
Common Stock 2,703,287 2.22%
Class C Stock 9,561,174 99.98%
Class A Preferred 480,165 6.13%
___________________________
* Less than one percent
1. Address provided for each beneficial owner owning more than five percent of
the voting securities of the Company.
2. Includes 101 shares of the Company's Common Stock and 19 shares of the
Company's Class A Non-voting Preferred Stock held by an officer jointly with his
wife, and 192 shares of the Company's Common Stock and 38 shares of the
Company's Class A Non-voting Preferred Stock held in trust by an officer for his
children.
3. Includes options to purchase 21,372 shares of Common Stock held by an
officer.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
See Item 13, "Certain Relationships and Related Transactions" of the Company's
Annual Report on Form 10-K for the fiscal year ended June 30, 2006 which is
specifically incorporated by reference herein. A copy of the Form 10-K is
included in the Annual Report to Stockholders which is being sent to the
Company's stockholders with this Proxy Statement.)
The Company believes that each of the related transactions described therein
were on terms at least as favorable to the Company as were available from non-
affiliated parties.
COMPENSATION OF DIRECTORS AND EXECUTIVE OFFICERS; COMPENSATION COMMITTEE
With the exception of the Principal Executive Officer and Principal Financial
Officer, Dr. Raymond V. Damadian, the compensation of the Company's executive
officers is based on a combination of salary and bonuses based on performance.
Decisions concerning compensation are made on a case by case basis and not
pursuant to standardized formulas, programs, policies or criteria. Dr. Damadian,
who serves as both the Principal Executive Officer and Principal Financial
Officer, receives compensation which consists only of a salary, which has
remained at consistent modest levels to conserve funds. The Board of Directors
does not have a compensation committee and does not believe such a committee is
required, in view of the manner in which compensation matters are handled. Dr.
Raymond V. Damadian is the only executive officer who is a member of the Board
of Directors. Dr. Damadian, who also has voting control of the Company and
serves as Chairman of the Board and President, participates in the determination
of executive compensation for the Company's officers.
As noted above, the Company's compensation policy is primarily based upon the
practice of pay-for-performance. Section 162(m) of the Internal Revenue Code
imposes a limitation on the deductibility of nonperformance-based compensation
in excess of $1 million paid to the Principal Executive Officer. No officer of
the Company received compensation in excess of $1 million in fiscal 2006 or in
any previous fiscal year. The Board currently believes that the Company should
be able to continue to manage its executive compensation program for others so
as to preserve the related federal income tax deductions.
The Company maintains no pension or deferred compensation plans except for a
noncontributory 401(k) plan.
The following table discloses compensation received for the three years ended
June 30, 2006 by the Company's Principal Executive Officer and Principal
Financial Officer.
SUMMARY COMPENSATION TABLE
Stock Plans,
Name and and Pension, All
Principal Position Option Deferred Other
Position Year Salary Bonus Awards Compensation Compensation Total
-------- ---- ---------- ----- ------ ------------ ------------ ----------
Raymond V. Damadian 2006 $93,059.68 0 0 0 0 $93,059.68
Chairman of the; 2005 $86,799.98 0 0 0 0 $86,799.98
Board; President; 2004 $86,799.99 0 0 0 0 $86,799.99
Principal Executive
Officer; Acting Principal
Financial Officer;
Director
No executive officer has a written or unwritten employment agreement with the
Company. Salaries, bonuses and discretionary stock and stock option awards
comprise the full amount of total compensation. The only exceptions are
commissions, based on a percentage of the sales prices, payable to salesmen.
COMPENSATION PURSUANT TO STOCK OPTIONS AND SAR GRANTS
No stock options or stock appreciation rights were granted to the Company's
Principal Executive Officer and Principal Financial Officer during fiscal 2006.
OPTION/SAR EXERCISES AND YEAR END VALUES
No options or stock appreciation rights were exercised by the Company's Chief
Executive Officer during fiscal 2006. The Company's Chief Executive Officer did
not hold any unexercised stock options or stock appreciation rights at the end
of fiscal 2006.
PERFORMANCE GRAPH
The following graph compares the annual change in the Company's cumulative total
shareholder return on its Common Stock during a period commencing on June 30,
2001 and ending on December 29, 2006 (as measured by dividing (i) the sum of (A)
the cumulative amount of dividends for the measurement period, assuming dividend
reinvestment and (B) the difference between the Company's share price at the end
and the beginning of the measurement period; by (ii) the share price at the
beginning of the measurement period) with the cumulative total return of each
of: (a) the CRSP Total Return Index for Nasdaq U.S. companies ("Nasdaq- US");
(b) the CRSP Total Return Index for Nasdaq Medical Device Manufacturers
("Nas-MDM"); and (c) the CRSP Total Return Index for Nasdaq Health companies
("Nas-Hea.") during such period, assuming a $100 investment on June 29, 2001.
The stock price performance on the graph below is not necessarily indicative of
future price performance.
RELATIVE DOLLAR VALUES
6/30/01 6/29/02 6/28/03 6/30/04 6/30/05 6/30/06 12/29/06
------- ------- ------- ------- ------- ------- -------
Fonar Common Stock $100.00 $100.02 $ 67.01 $ 65.98 $ 61.86 $ 28.35 $ 14.43
NASDAQ-US $100.00 $ 68.12 $ 75.63 $ 95.33 $ 96.36 $102.46 $113.84
NAS-MDM $100.00 $ 90.84 $ 97.30 $138.81 $142.68 $151.00 $192.77
NAS-Hea. $100.00 $ 98.18 $103.34 $153.47 $193.93 $222.45 $222.88
2. APPROVAL OF AMENDMENT TO CERTIFICATE OF INCORPORATION TO EFFECT A REVERSE
STOCK SPLIT OF OUTSTANDING STOCK
On January 2, 2007, our Board of Directors unanimously adopted resolutions
declaring the advisability of and approving, subject to stockholder approval,
the amendment of our Certificate of Incorporation to effect a reverse stock
split of our issued and outstanding Common Stock, Class B Common Stock, Class C
Common Stock and Class A Nonvoting Preferred Stock, at a specific ratio to be
determined by the Board of Directors within a range of one-for ten and one-for
twenty-five. Our Board of Directors has deemed it advisable and in our
stockholders' best interests to amend our Certificate of Incorporation to effect
a reverse stock split at a ration within said range. Our Board of Directors'
intent is to effect a reverse stock split as soon as practical after the annual
meeting of stockholders.
If this proposal is approved and after our Board of Directors selects the
exchange ratio for the reverse stock split, then all of the issued and
outstanding shares of all class of our capital stock on the date of the reverse
stock split will be automatically converted into a smaller number of shares, at
the reverse stock split ratio selected. The ratio will be the same for the
issued and outstanding shares of each class of our capital stock, so that the
relative voting and economic rights of the different classes will remain the
same as before the reverse split. In determining the reverse stock split ratio,
our Board of Directors will consider numerous factors, including the historical
and projected performance of our stock, prevailing market conditions and general
economic trends, as well as the projected impact of the reverse stock split on
the trading liquidity of our Common Stock and our ability to continue to
maintain our common stock's listing on Nasdaq.
We are proposing that our Board of Directors have this discretion, rather than
proposing that stockholders approve a specific ratio at this time, in order to
give the Board the flexibility to implement a reverse stock split at a ratio
that reflects the Board's then current assessment of the factors described
above, including our then current stock price. The reverse stock split would
become effective upon the filing of a Certificate of Amendment of our
Certificate of Incorporation with the Secretary of State of the State of
Delaware. The form of the Certificate of Amendment to effect the reverse stock
split is attached to this proxy statement as Appendix A.
PURPOSE OF REVERSE STOCK SPLIT
The Board of Directors believes that the proposed reverse stock split, at a
ratio ranging from one-for-ten and one-for-twenty-five, is necessary to maintain
our listing on the Nasdaq Market by reducing the number of our outstanding
common shares in order to increase the trading price of such shares on Nasdaq.
In order to remain listed on the Nasdaq Market, our common shares must meet the
continued listing requirement of a minimum bid price of $1.00 per share. In
December of 2005, we received our first notice from Nasdaq that we were not in
compliance and giving us 180 days to come into compliance. Because we were in
compliance with the other requirements for continued listing, we were granted an
additional 180 days to regain compliance in June, 2006. Since we failed to do
so, the Nasdaq Staff recommended delisting in December, 2006. We requested a
hearing, which was held on February 15, 2007, at which we had to convince the
panel that we have a viable plan to meet the minimum bid price requirement. We
had been advised previously the only plan which would be acceptable at this
point is a reverse stock split on a short term basis. We have not yet received a
decision from the panel. We anticipate that the increase in the per share market
price of our Common Stock will prevent our Common Stock from being delisted from
the Nasdaq Market.
DETERMINATION OF RATIO
The ratio of the reverse stock split, if approved and implemented, will be an
integral number between and including ten and twenty-five, as determined by our
Board of Directors in its sole discretion. In determining the reverse stock
split ratio, our Board of Directors will consider numerous factors including:
* the historical and projected performance of our Common Stock and volume
level before and after the reverse stock split,
* prevailing market conditions,
* general economic and other related conditions prevailing in our industry
and in the marketplace generally,
* the projected impact of the selected reverse stock split ratio on trading
liquidity in our Common Stock and our ability to continue our Common
Stock's listing on Nasdaq,
* our capitalization (including the number of shares of our capital stock
issued and outstanding),
* the prevailing trading price for our Common Stock and the volume level
thereof, and
* the potential devaluation of our market capitalization as a result of a
reverse stock split.
The purpose of asking for authorization to implement a reverse stock split at a
ratio to be determined by our Board of Directors, as opposed to a ratio fixed in
advance, is to give our Board of Directors the flexibility to take into account
then current market conditions and changes in our stock price and to respond to
other developments that may be deemed relevant, when considering the appropriate
ratio.
EFFECTS OF REVERSE STOCK SPLIT
A reverse stock split refers to a reduction in the number of outstanding shares
of a class of a corporation's capital stock, which may be accomplished, as in
this case, by reclassifying and combining all of our outstanding shares of each
class of our capital stock into a proportionately smaller number of shares. For
example, if our Board decides to implement a one-for-ten reverse stock split,
then a stockholder holding 1000 shares of our Common Stock before the reverse
stock split would own 100 shares of our Common Stock afterwards. Each
stockholder's proportionate ownership of our outstanding shares of Common Stock
and other classes of capital stock would remain the same.
The primary purpose of the proposed reverse stock split of is to combine the
issued and outstanding shares of our Common Stock into a smaller number of
shares so that the shares of our Common Stock will trade at a higher price per
share than their recent trading prices. Although we expect the reverse stock
split will result in an increase in the market price of our Common Stock, the
reverse stock split may not increase the market price of our Common Stock in
proportion to the reduction in the number of shares of our Common Stock
outstanding or result in a permanent increase in the market price, which is
dependent upon many factors, including our performance, prospects and general
market conditions. The history of similar reverse stock splits for companies in
like circumstances is varied. If the reverse stock split is effected and the
market price of our Common Stock declines, the percentage decline as an absolute
number and as a percentage of our overall market capitalization may be greater
than would occur in the absence of a reverse stock split.
In addition to increasing the market price of our Common Stock, a reverse stock
split will also affect the presentation of stockholders' equity on our balance
sheet. Specifically, because the par value per share of our classes of capital
stock will not change, the reduction in the number of outstanding shares of
capital stock will cause our stated capital account to be reduced, and our
additional paid-in capital to be increased by an equivalent amount. Total
stockholders' equity will remain unchanged.
EFFECT ON OUTSTANDING OPTIONS AND WARRANTS
The reverse stock split, when implemented, will affect the outstanding options
and warrants to purchase our Common Stock, which contain anti-dilution
provisions. All of our equity incentive plans include provisions requiring
appropriate adjustments to the number of shares of Common Stock covered by the
plans and by stock options and other grants under those plans, as well as option
exercise prices. For example, if we implement a one-for-ten reverse stock split,
each of our outstanding stock options would thereafter evidence the right to
purchase one-tenth as many shares of our Common Stock and the exercise price per
share would be ten times the previous exercise price. Further, the number of
shares of our Common Stock reserved for issuance under our existing stock option
plans and stock bonus plans will be reduced by the same ratio as selected for
the reverse stock split.
FRACTIONAL SHARES
If the effect of the reverse stock split results in some stockholders receiving
fractional shares, fractional shares will be issued. No cash payments in lieu of
the issuance of fractional shares will be made.
ACCOUNTING MATTERS
The par value of the shares of the classes of our capital stock is not changing
as a result of the implementation of the reverse stock split. Our stated
capital, which consists of the sum of the par value per share of each class of
our capital stock multiplied by the aggregate number of shares of each class of
our capital stock issued and outstanding, will be reduced proportionately on the
effective date of the reverse stock split. Correspondingly, our additional
paid-in capital, which consists of the difference between our stated capital and
the aggregate amount paid to us upon the issuance of all currently outstanding
shares of our capital stock, will be increased by a number equal to the decrease
in stated capital. Further, net loss per share and book value per share will be
increased as result of the reverse stock split because there will be fewer
shares of capital stock outstanding.
IMPLEMENTATION OF REVERSE STOCK SPLIT; CERTIFICATE OF AMENDMENT
If our stockholders approve this proposal, we will file the Certificate of
Amendment included as Appendix A to this proxy statement (as completed to
reflect the reverse stock split ratio as determined by the board of directors,
in its discretion, within the range of 1-for-ten to 1-for-25, in order to give
effect to the reverse stock split). The Certificate of Amendment will become
effective when it is filed with the Secretary of State of the State of Delaware.
POSSIBLE DISADVANTAGES OF REVERSE STOCK SPLIT
Even though our board of directors believes that the potential advantages of a
reverse stock split outweigh any disadvantages that might result, the reduced
number of shares of our Common Stock resulting from a reverse stock split could
adversely affect the liquidity of our Common Stock.
EXCHANGE OF STOCK CERTIFICATES
If this proposal authorizing the Board of Directors to amend our Certificate of
Incorporation to effect a reverse stock split of our capital stock is approved
by our stockholders, and after our Board of Directors determines the exchange
ratio for a reverse stock split, we will instruct our transfer agent to act as
our exchange agent and to act for holders of our capital stock in implementing
the exchange of their certificates.
Commencing on the effective date of a reverse stock split, stockholders will be
notified and requested to surrender their certificates representing shares of
all classes of our capital stock to the exchange agent in exchange for
certificates representing post-reverse split stock shares. The classes of our
capital stock which have issued and outstanding shares and will be subject to
this exchange are our Common Stock, Class B Common Stock, Class C Common Stock
and Class A Nonvoting Preferred Stock. Beginning on the effective date of the
reverse stock split, each certificate representing shares of our capital stock
will be deemed for all corporate purposes to evidence ownership of shares of our
post-reverse split capital stock. Holders of warrants and other securities
exercisable for shares of our capital stock will not be requested to exchange
those securities in connection with a reverse stock split since they contain
provisions automatically adjusting the number of shares covered and price.
STOCKHOLDERS SHOULD NOT DESTROY ANY STOCK CERTIFICATE(S) AND SHOULD NOT SUBMIT
ANY CERTIFICATE(S) UNTIL REQUESTED TO DO SO.
FEDERAL INCOME TAX CONSEQUENCES
The following summary of the federal income tax consequences of a reverse stock
split is based on current law, including the Internal Revenue Code of 1986, as
amended, and is for general information only. The tax treatment of a stockholder
may vary depending upon the particular facts and circumstances of such
stockholder, and the discussion below may not address all the tax consequences
for a particular stockholder. For example, foreign, state and local tax
consequences are not discussed below. Accordingly, notwithstanding anything to
the contrary, each stockholder should consult his or her tax advisor to
determine the particular tax consequences to him or her of a reverse stock
split, including the application and effect of federal, state, local and/or
foreign income tax and other laws.
Generally, a reverse stock split will not result in the recognition of gain or
loss for federal income tax purposes. The adjusted basis of the new shares of
our stock will be the same as the adjusted basis of our stock exchanged for such
new shares of our stock. The holding period of the new, post-split shares of our
stock resulting from implementation of the reverse stock split will include the
stockholder's respective holding periods for the pre-split shares of our stock
exchanged for the new shares of our stock.
NO DISSENTERS' RIGHTS
The holders of shares of our stock will have no dissenters' rights of appraisal
under Delaware law, our certificate of incorporation or our by-laws with respect
to the Certificate of Amendment effectuating a reverse stock split.
The affirmative vote of shares holding a majority of the votes represented at
the meeting is required to adopt this proposal respecting the reverse stock
split. THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE PROPOSAL.
3. REDUCTION OF NUMBER OF AUTHORIZED SHARES
Concurrently with the adoption of resolutions relating to the reverse stock
split, the Board of Directors adopted resolutions to authorize the Board of
Directors to amend our certificate of incorporation to reduce the number of our
authorized shares of capital stock by effecting a reverse split of the
authorized number of shares of Common Stock, Class B Common Stock, Class C
Common Stock, Preferred Stock and Class A Nonvoting Preferred Stock, at a
specific ratio to be determined by our Board of Directors within a range of one
for three and one for ten. Except for shares of the Class A Nonvoting Preferred
Stock, there are no issued and outstanding shares of Preferred Stock.
The reduction of authorized shares was intended to enable the Board of Directors
to protect the stockholders from the dilution which could conceivably occur if
the authorized number of shares of Common Stock, for example, remained at its
current level of 150,000,000 shares following the reverse stock split.
Nevertheless, the range of ratios is different in order to provide the Company
with the flexibility to have available and utilize shares of stock for business
purposes in appropriate cases, including transactions such as acquisitions, if a
suitable opportunity arises. Presently, we have more than 121,000,000 shares of
Common Stock outstanding of 150,000,000 authorized. In addition to the shares
outstanding, additional shares are reserved for options, the convertibility
features of the Class B Common and Class C Common Stock and warrants. If we were
to reduce the authorized shares by the same ratio as the reverse split, for
example one-for- ten, we would have only 15 million shares of Common Stock
authorized of which approximately 12.1 million would be issued and outstanding.
We do not believe this would leave us with sufficient flexibility. At the
present time, however, we do not have any acquisition or similar transaction
pending or planned.
To the extent the ratio of reducing authorized shares is less than the ratio of
reducing outstanding shares, some stockholders may construe this as creating the
possibility of diluting their positions. It may be construed as having an
anti-takeover effect, since shares could be issued to persons who would oppose a
hostile take-over or change of control. It should be noted that in any case, by
virtue of his holding of over 99% of the outstanding Class C Common Stock, Dr.
Damadian has and after any reverse stock split will continue to have voting
control of the Company.
The affirmative vote of shares holding a majority of the votes represented at
the meeting is required to ratify the adoption of this proposal respecting the
reduction of the number of authorized shares of capital stock. THE BOARD OF
DIRECTORS RECOMMENDS A VOTE FOR THE PROPOSAL.
4. RATIFICATION OF SELECTION OF AUDITORS
The Board of Directors has selected Marcum & Kliegman LLP, as the Company's
independent auditors for the fiscal year ending June 30, 2007. The stockholders
will be asked to ratify this action by the Board. Marcum & Kliegman LLP were the
Company's auditors for the fiscal years ended June 30, 2004, June 30, 2005 and
June 30, 2006.
One or more representatives of Marcum & Kliegman LLP, are expected to be present
at the Meeting with the opportunity to make a statement if they desire to do so,
and to be available to respond to appropriate questions.
The affirmative vote of shares holding a majority of the votes represented at
the meeting is required to ratify the selection of auditors by the Board of
Directors. THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE PROPOSAL.
AUDIT FEES
The aggregate fees billed by Marcum & Kliegman LLP for the audit of the
Company's annual financial statements for the fiscal year ended June 30, 2006
and the reviews of the financial statements included in the Company's Forms 10-
Q for the fiscal year ended June 30, 2006 were $628,206.
The aggregate fees billed by Marcum & Kliegman for the audit of the Company's
annual financial statements for the fiscal year ended June 30, 2005 and the
reviews of the financial statements included in the Company's Forms 10-Q for the
fiscal year ended June 30, 2005 were $542,643.
All work on the audits in each of the last two fiscal years was performed by
full-time permanent employees of Marcum & Kliegman LLP.
AUDIT-RELATED FEES
No audit-related fees were billed by Marcum & Kliegman LLP for the fiscal years
ended June 30, 2006 and June 30, 2005.
TAX FEES
The aggregate fees billed by Marcum & Kliegman LLP for tax compliance, tax
advise and tax planning in the fiscal years ended June 30, 2006 and June 30,
2005 were $221,681 and $149,793, respectively.
ALL OTHER FEES
The aggregate fees billed by Marcum & Kliegman LLP for all other services
rendered by them during the fiscal years ended June 30, 2006 and June 30, 2005
were $62,644 and $264,646, respectively, which included services in connection
with the registration of securities and the accounting consequences of other
possible corporation transactions.
Since January 1, 2003, the audit committee has adopted policies and procedures
for pre-approving all non-audit work performed by its auditors. Specifically,
the committee must pre-approve the use of the auditors for all such services.
The audit committee has pre-approved all non-audit work since that time and in
making its determination has considered whether the provision of such services
was compatible with the independence of the auditors.
No fees were billed by Marcum & Kliegman LLP for the fiscal years ended June 30,
2006 or June 30, 2005 for designing, operating, supervising or implementing any
of our financial information systems or any hardware or software systems for our
financial information.
The Company's audit committee believes that the provision by Marcum & Kliegman
LLP of services in addition to audit services in fiscal 2006 and 2005 were
compatible with maintaining their independence. The services to be performed are
presented by Marcum & Kliegman LLP to the committee or its chairman. The matter
is then evaluated and a decision made.
5. SHAREHOLDER PROPOSAL TO LIMIT CERTAIN MANAGEMENT COMPENSATION
Mr. Robert D. Morse, of 212 Highland Avenue, Moorestown, New Jersey 08057- 2717,
an owner of $2,000 or more of the Company's securities, has notified the Company
that he intends to submit the following proposal at this year's Annual Meeting:
The remuneration to any of the top five persons named in Management be limited
to $500,000 per year, plus any nominal perks. This program is to be applied
after any existing programs now in force for options, bonuses, SAR's, etc., have
been completed, and severance contracts should be discontinued, as they are also
a part of remuneration programs.
This proposal does not affect any other personnel in the company and their
remuneration programs.
The limit of one half million dollars in remuneration is far above that needed
to enjoy an elegant life-style.
Throughout Corporate history, only a few persons whom have created a corporation
now remain in Management. Some descendents have inherited top positions, while
most have attained them through recommendations, ability, or influence, not
necessarily providing increased earnings for a company. These come from the
product or services, its public acceptance, advertising and the workforce.
Due to an unfair removal of the word: "Against" since about Year 1975, and ONLY
in the "Vote for Directors" column, Management nominees for that position are
rarely defeated, as receiving only as little as one vote guarantees election,
and in turn, Directors re-elect management and reward them. The term was devised
and incorporated in 6 or 8 states of high company registrations as a state and
corporate "Rule". "Right of Dissent" is denied, and shareowners may not vote
"No" or "Against" and counted as such.
This unfairness has yet to be corrected by the Commission as requested.
The Ford Motor Company reinstated "Against" several years ago, showing the
American Way of proper corporate proxies presentations. Exxon-Mobil has reverted
to a majority vote for election of Directors, a fine decision for shareowners!
Thank you, and please vote "YES" for this Proposal. It is for YOUR benefit!
Robert D. Morse
The affirmative vote of shares holding a majority of the votes represented at
the meeting is required to adopt the shareholder's proposal. THE BOARD OF
DIRECTORS RECOMMENDS A VOTE AGAINST THE PROPOSAL.
PROPOSALS OF STOCKHOLDERS
Proposals of stockholders intended to be presented at the 2008 annual meeting of
stockholders must be received by the Company no later than December 22, 2007 to
be included in the Company's proxy statement and form of proxy related to that
meeting.
SOLICITATION OF PROXIES
The proxy accompanying this proxy statement is solicited by the Board of
Directors of the Company. Proxies may be solicited by officers, directors, and
regular supervisory and executive employees of the Company, none of whom will
receive any additional compensation for their services. Such solicitations may
be made personally, or by mail, e-mail, facsimile, telephone, telegraph, or
messenger. The Company will pay persons holding shares of stock in their names
or in the names of nominees, but not owning such shares beneficially, such as
brokerage houses, banks, and other fiduciaries, for the expense of forwarding
solicitation materials to their principals. All of the costs of solicitation of
proxies will be paid by the Company.
VOTING TABULATION
The election of the Company's directors requires a plurality of the votes
represented in person or by proxy at the meeting. The ratification of the
proposals and the selection of auditors requires the affirmative vote of a
majority of the votes represented in person or by proxy at the meeting. Votes
cast by proxy or in person at the meeting will be tabulated by the Company.
A stockholder who abstains from voting on any or all proposals will be included
in the number of shareholders present at the meeting for the purpose of
determining the presence of a quorum. Abstentions will not be counted either in
favor of or against the election of the nominees or other proposals. Under the
rules of the National Association of Securities Dealers, brokers holding stock
for the accounts of their clients who have not been given specific voting
instructions as to a matter by their clients may vote their clients' proxies in
their own discretion. Where a proposal requires a majority of the votes present
for its passage, an abstention or non-vote will have the same effect as a
negative vote.
OTHER MATTERS
The Board of Directors does not intend to bring any other business before the
meeting, and so far as is known to the Board, no matters are to be brought
before the meeting except as specified in the notice of the meeting. However, as
to any other business which may properly come before the meeting, it is intended
that proxies, in the form enclosed, will be voted in respect thereof in
accordance with the judgment of the persons voting such proxies, where the
authorization to do so has been granted.
DATED: Melville, New York, March 1, 2007
A COPY OF THE COMPANY'S FORM 10-K REPORT FOR FISCAL YEAR 2006, CONTAINING
INFORMATION ON OPERATIONS, FILED WITH THE SECURITIES AND EXCHANGE COMMISSION, IS
AVAILABLE UPON REQUEST. PLEASE WRITE TO:
INVESTOR RELATIONS DEPARTMENT
FONAR CORPORATION
110 MARCUS DRIVE
MELVILLE, NEW YORK 11747
EXHIBIT A
CERTIFICATE OF AMENDMENT
OF
CERTIFICATE OF INCORPORATION
OF
FONAR CORPORATION
FONAR Corporation, a corporation organized and existing under and by virtue
of the General Corporation Law of the State of Delaware (the "Corporation") does
hereby certify:
First: The name of the Corporation is FONAR Corporation.
Second: In accordance with the provisions of Section 242 of the
General Corporation Law of the State of Delaware, Section "A" of Article
"FOURTH" of the Certificate of Incorporation has been amended to read as
follows:
"A. Classes and Number of Shares.
The total number of shares of stock which the Corporation shall have the
authority to issue is ________ shares. The classes and the aggregate number of
shares of stock of each class which the Corporation shall have the authority to
issue are as follows:
1. __________________________ million (___________) shares of Common
Stock with a par value of $.0001 per share.
2. ____________________ million (___________) shares of Class B
Common Stock, having a par value of $.0001 per share.
3. _________________ million (_____________) shares of Class C Common
Stock, having a par value of $.0001 per share.
4. ________________ (________________) shares of Preferred Stock,
having a par value of $.001 per share. The Preferred Stock shall
have such voting powers, full or limited, or no voting powers, and
such designations, preferences and relative, participating,
optional or other special rights and qualifications, limitations
or restrictions as shall be stated and expressed in the resolution
or resolutions providing for the issuance of such stock adopted by
the board of directors of the Corporation.
5. _____________ million (__________) shares of Class A Non-voting
Preferred Stock, having a par value of $.0001 per share."
Third: Sections "B", "C" and "D" of Article "FOURTH" are
unchanged and shall remain full force and effect.
IN WITNESS WHEREOF, FONAR Corporation has caused this Certificate to be
signed by its President and attested by its Secretary, this ___ day of
_________, 2007.
FONAR Corporation
By:
___________________________
Raymond V. Damadian
President
ATTEST:
______________________________
David B. Terry, Secretary
EXHIBIT B
FONAR CORPORATION
REVISED AUDIT COMMITTEE CHARTER
This Audit Committee Charter, as most recently revised, adopted by the Board of
Directors (the "Board") of Fonar Corporation (the "Company").
1. PURPOSE
The Audit Committee (the "Committee") shall assist the Board of Directors (the
"Board") in fulfilling its responsibility to oversee (i) management's conduct
of: the Company's financial reporting, including by overviewing the integrity of
the financial reports and other financial information provided by the Company to
any governmental or regulatory body, the Company's securityholders and other
users thereof; (ii) management's establishment and conduct of the Company's
systems of internal accounting and financial controls, including the Company's
internal audit function; (iii) the qualifications, engagement, compensation,
independence and performance of the Company's independent auditors, the conduct
of the annual audit and any other audit, attest or review services, and the
engagement of the independent auditors to provide any non- audit services; (iv)
the preparation of the audit committee report required by U.S. Securities and
Exchange Commission ("SEC") rules; (v) the Company's legal and regulatory
compliance; and (vi) the Company's codes of conduct, as established by
management and the Board. The Committee's role shall apply equally with respect
to any subsidiary of the Company (including any partnership or joint venture)
whose financial results are consolidated with the financial results of the
Company and any other subsidiary which is directly or indirectly controlled by
the Company and also with respect to any separate financial reports of any such
subsidiary.
In discharging its role, the Committee is empowered to investigate any matter
that comes to its attention and shall have access to all books, records,
facilities and personnel of the Company which are necessary in order for the
Committee to perform its duties hereunder. The Committee has the power to retain
legal counsel, auditors or other experts as it determines appropriate to carry
out its role and responsibilities and shall be provided adequate funding from
the Company to engage such advisors and for the administration of the
Committee's affairs. The Company shall compensate the independent auditor for
its audit, review and attest services as determined and directed by the
Committee.
The Committee shall report regularly to the Board on the Committee's activities,
including all actions taken by the Committee on behalf of the Company and on any
material issues that arise with respect to the quality or integrity of the
Company's financial statements, the performance and independence of the
independent auditor, the performance of the internal audit function, the
Company's compliance with legal or regulatory requirements and the adequacy of
and compliance with the Company's codes of conduct to the extent such codes of
conduct relate to the duties and purposes of the Audit Committee as described
herein and any other matters the Committee reasonably deems appropriate in
connection with the performance of its duties hereunder or which the Board
requests. The Committee shall report to the Board at least annually on its
expenses, including the compensation of the independent auditor.
II. COMMITTEE MEMBERSHIP
The Committee shall consist of three or more members of the Board, as shall be
determined by the Board, each of whom has been determined by the Board to be
"independent" in accordance with the applicable listing standards of the NASD.
All members of the Committee shall meet the applicable financial literacy
requirements of the NASD and at least one member shall be an "audit committee
financial expert" as such term is defined under applicable SEC rules. No member
of the Committee may serve on the audit committee of more than three public
companies, including the Company, unless the Board of Directors has determined
that such simultaneous service would not impair the ability of such member to
effectively serve on the Committee.
III. COMMITTEE MEETINGS; SUBCOMMITTEES
The Committee shall meet on a regularly-scheduled basis at least four times per
year or more frequently as circumstances dictate. The Committee's meetings shall
include, on at least a quarterly basis, an executive session with the
independent auditor to provide the opportunity for full and frank discussion of
the Company's financial reporting without any member of senior management
present, except for the Company's General Counsel if the Committee so desires.
IV. RESPONSIBILITIES AND FUNCTIONS
The Committee's role is one of oversight. The Committee's primary responsibility
relates to the Company's financial reporting and its other responsibilities and
functions as stated herein, while important in their own right, are ancillary to
the accurate and complete presentation of the Company's financial position and
prospects. The Company's management is responsible for preparing the Company's
financial statements, for assuring the Company's compliance with its legal and
regulatory obligations and for the adherence by Company personnel with the
Company's business policies and codes of conduct. The Company's independent
auditor is responsible for auditing the Company's financial statements and
assessing the adequacy of the Company's internal controls. The Company's
management and independent auditor have more knowledge and detailed information
about the Company, greater expertise in financial reporting, internal control
matters, the legal and regulatory obligations of the Company and the details of
the Company's codes of conduct and business policies, and greater opportunity to
analyze financial reporting issues facing the Company than do Committee members.
Consequently, in carrying out its oversight responsibilities, the Committee does
not provide any expert or special assurance as to the Company's financial
statements, internal controls, legal compliance or adherence to its codes of
conduct and business policies or any professional certification as to the
independent auditor's work.
The following functions of the Committee are specified as a guide, with the
understanding that the Committee will exercise its judgment in determining the
specific activities the Committee may undertake at any time and in its
activities may diverge from this guide as appropriate given the circumstances.
The Committee is authorized to carry out these and such other functions and
responsibilities as are assigned by the Board from time to time and to take any
actions reasonably related to the Committee's responsibilities as mandated by
this Charter.
To fulfill its purpose, the Committee shall:
1. appoint, subject to ratification of the appointment by the
shareholders, and, if appropriate, dismiss the accounting firm which
shall audit the Company's annual financial statements and any other
accounting firm which shall provide to the Company any other audit,
attest or review services (each of which shall be considered an
"independent auditor" for purposes for this Charter), and evaluate the
performance, determine the compensation and oversee the work of the
independent auditors; the independent auditors shall report directly
to the Committee and the Committee shall resolve any disagreement
between management and the independent auditors regarding financial
reporting In connection with the appointment of the Company's
independent auditors, the Committee shall on an annual basis:
(a) receive and review a formal written statement from the accounting
firm to be retained as the Company's independent auditor
delineating all relationships between the accounting firm and the
Company (consistent with Independence Standards Board Standard
No. 1 and any additional or successor standard established by the
Public Company Accounting Oversight Board) and also delineating
any services the accounting firm has provided to the Company's
chief executive, chief financial and chief accounting officer;
the Committee shall actively engage in a dialogue with such
accounting firm with respect to any disclosed relationships or
services that may impact the objectivity and independence of the
accounting firm and take appropriate action in response to the
accounting firm's report to satisfy itself of the auditor's
independence;
(b) consider whether, in the interest of assuring continuing
independence of the independent auditor, the Company should
regularly rotate the accounting firm that serves as its
independent auditor;
(c) set clear policies with respect to the Company's hiring of
employees or former employees of the independent auditors;
(d) receive and review a report from the independent auditors
describing: (i) such firm's internal quality-control procedures
and (ii) any material issues raised by the most recent internal
quality-control review, peer review, or Public Company Accounting
Oversight, Board Review of such firm, or by any inquiry or
investigation by governmental or professional authorities, within
the preceding five years, regarding one or more independent
audits carried out by the firm, and any steps taken to deal with
any such issues;
2. review and approve any auditing and non-auditing services to be
provided by the Company's independent auditors, including the adoption
by the Committee of any policies and procedures detailing services
which the independent auditors are permitted to provide to the Company
without specific advance approval by the Committee, if any, except
that if services rendered by the auditors were not recognized as
non-audit services at the time of the independent auditor's
engagement, such services shall be promptly brought to the attention
of the Committee and approved by the Committee prior to the completion
of the audit.
3. review and discuss with management and the independent auditor on a
regular basis: (i) the adequacy of the Company's internal and
disclosure controls and procedures, including computerized information
system disclosure controls and procedures and security; (ii) any
significant deficiencies or material weaknesses in the design or
operation of the Company's internal controls which could adversely
affect the Company's ability to record, process, summarize and report
financial data that are reported to the Committee; (iii) any fraud,
whether or not material, that involves management or other employees
who have a significant role in the Company's internal controls that
are reported to the Committee; and (iv) any findings and
recommendations of the independent auditor with regard to such
matters, together with management's responses;
4. review and discuss with management, including the chief financial
officer and chief accounting officer, and the independent auditor (i)
any significant audit findings during the year, including the status
of previous audit recommendations; (ii) any audit problems or
difficulties encountered in the course of the auditor's work,
including any restrictions on the scope of activities or access to
required information; (iii) any changes required in the scope of the
audit plan; (iv) the audit budget and staffing; and (v) the
coordination of audit efforts in order to monitor completeness of
coverage, reduction of redundant efforts, and the effective use of
audit resources;
5. review and discuss with management and the independent auditor
accounting policies that may be viewed as critical; review and discuss
significant changes in Company accounting policies and any accounting
and financial reporting proposals (including changes in generally
accepted accounting principles) that may have a material impact on the
Company's financial reports; inquire as independent auditor's view of
the accounting treatment related to significant new Company
transactions or other significant matters or events not in the
ordinary course of the Company's business and inquire as to the
independent auditor's views about whether Company accounting
principles as applied are conservative, moderate, or aggressive from
the perspective of income, asset, and liability recognition, and
whether or not those principles reflect common or minority practices;
6. review and discuss with management and the independent auditor any
financial or non-financial arrangements that do not appear in the
financial statements of the Company but are material to the Company's
financial position or performance; and review, discuss with management
and the independent auditor, and approve, any transactions or courses
of dealing with related parties (e.g., including significant
shareholders of the Company, directors, corporate officers or other
members of senior management or their family members) that are
material in size or involve terms or other aspects that differ from
those that would likely be negotiated with independent parties, as
determined by the Committee to warrant review by the Committee;
7. review and discuss with the independent auditor: (i) any accounting
adjustments that were noted or proposed by the independent auditor but
were "passed" (as immaterial or otherwise), (ii) any communications
between the audit team and the audit firm's national office respecting
auditing or accounting issues presented by the engagement and (iii)
any "management" or "internal control" letter issued, or proposed to
be issued, by the independent auditor to the Company;
8. review and discuss with management, including the chief financial
officer and chief accounting officer, and the independent auditor any
significant risks or exposures to which the Company is subject and
assess the Company's underlying policies with respect to risk
assessment and risk management and the steps management has taken to
minimize risks;
9. review the Company's financial statements, including: (i) prior to
public release, reviewing and discussing with management and the
independent auditor the Company's annual and quarterly financial
statements to be filed with the SEC, including (a) the Company's
disclosures under "Management's Discussion and Analysis of Financial
Condition and Results of Operations", (b) the certifications regarding
the financial statements or the Company's internal accounting and
financial controls and procedures and disclosure controls or
procedures filed with SEC by the Company's chief executive and
financial officers and personnel and any qualifications thereon, (c)
the matters required to be discussed with the independent auditor by
Statement of Auditing Standards No. 61 or No. 71; (ii) with respect to
the independent auditor's annual audit report and certification,
before release of the annual audited financial statements, meet
separately with the independent auditor without any management member
present and discuss the independent auditor's assessment of the
adequacy of the Company's system of internal accounting and financial
controls and the appropriateness of the accounting principles used in
and the judgments made in the preparation of the Company's audited
financial statements and the quality of the Company's financial
reports; (iii) also in connection with the release of the Company's
audited annual financial statements, meet separately with management
and the Company's financial personnel and discuss management's
evaluation of the adequacy of the Company's system of internal
accounting and financial controls and the appropriateness of the
accounting principles used in and the judgments made in the
preparation of the Company's audited financial statements and the
quality of the Company's financial reports; (iv) make a recommendation
to the Board of Directors regarding the inclusion of the audited
annual financial statements in the Company's Annual Report on Form
10-K to be filed with the SEC; and (v) prior to submission to any
governmental authority of any financial statements of the Company with
the SEC, review such financial statements and any report,
certification or opinion thereon provided by the independent auditor;
10. discuss with management and the independent auditor, as appropriate,
earnings press releases and financial information and earnings
guidance provided to analysts and to rating agencies;
11. establish and maintain procedures for the receipt, retention and
treatment of complaints regarding accounting, internal accounting
controls or auditing matters, and the confidential, anonymous
submission by employees of concerns regarding questionable accounting
or auditing matters;
12. review periodically with the General Counsel: (i) legal and regulatory
matters that may have a material impact on the Company's financial
statements and (ii) the scope and effectiveness of the Company's legal
compliance policies and programs;
13. receive and act upon any reports of a material violation of law
received from any attorney for the Company in accordance with the
SEC's Rule of practice, any reports from legal counsel appointed or
retained, with the authorization of the Committee, to investigate any
such report and any reports of the General Counsel on any proceeding
relating to such reports;
14. review periodically with management the adequacy of the Company's
codes of conduct (including the Company's policies and procedures
concerning trading in Company securities and use in trading of
proprietary or confidential information) and the compliance therewith
by Company personnel and review and approve any waivers sought under
such codes with respect to directors, executive officers and senior
financial officers) but any waiver reviewed by the Committee shall be
reported by the Committee to the Board and approval of the Board as
well shall be required for any such waiver to any officer who is a
member of the Board;
15. review and advise the Board with respect to the appointment,
reassignment, replacement or dismissal of the chief financial officer
and chief accounting officer and other financial or accounting
personnel and consult with the Compensation Committee, if any,
regarding any reduction in the salary or benefits of, the terms of
participation in any incentive compensation program by and any
discretionary bonus or incentive award to the chief financial officer
and chief accounting officer;
16. prepare a report to be included in the Company's annual proxy
statement stating whether or not the Committee: (i) has reviewed and
discussed the Company's audited financial statements with management;
(ii) has discussed with the independent auditor the matters required
to be discussed by SAS No. 61 and 90; (iii) has received the written
disclosure and letter from the independent auditor (delineating all
relationships such firm has with the Company) and has discussed with
such firm its independence; and (iv) based on the review and
discussions referred to above, the members of the Committee
recommended to the Board that the audited financials be included in
the Company's Annual Report on Form 10-K for filing with the U.S.
Securities and Exchange Commission;
17. conduct an annual self-evaluation of the performance of the Committee,
including its compliance with this Charter, and review and reassess
the adequacy of this Charter; and
18. maintain minutes and other records of Committee meetings and
activities.
Annual Report
FONAR PRESIDENT'S MESSAGE TO SHAREHOLDERS
MARCH 2007
DEAR SHAREHOLDERS:
FONAR has been at the forefront of magnetic resonance imaging (MRI) research and
development since 1978. In recent years, we developed and commercialized an MRI
scanner whose unique physical configuration enables it to scan patients in any
position or posture. Conventional MRI scanners can only scan patients lying
down, i.e. in a single, static, non-weight-bearing position. With the
introduction of the FONAR Walk-In Full-Range-of-Motion Multi-Position
UPRIGHT(TM) MRI, patients can be scanned in their positions of symptoms,
including normal, weight-bearing postures. When we first envisioned the product,
we believed that it would revolutionize the field of diagnostic imaging. I am
pleased to report that now with 142 scanners sold and 116 installed, reports
from our users consistently confirm our expectation that this product is indeed
beginning to revolutionize the industry.
PENETRATING THE HOSPITAL MARKET
I am pleased to report that we are now making inroads into the hospital market.
Prior to our development of our new product, FONAR had very limited success in
penetrating the hospital market because it was extremely difficult for FONAR to
compete with the giants of industry who dominated and continue to dominate in
the sale of medical equipment to hospitals. Now, however, these same giants
don't have any products to offer hospitals that can compete with the FONAR
scanner. As hospital surgeons and radiologists in need of full range of motion
weight-bearing imaging come to recognize the tremendous value of our product for
their practices, there is only one supplier that hospitals can go to - FONAR.
In 2006, the state of Tennessee awarded a Certificate of Need (CON) permitting
Wellmont Bristol Regional Medical Center hospital to purchase and install a
FONAR UPRIGHT(TM) MRI in Bristol, Tennessee. Morgan Lorio, M.D., a spine surgeon
who championed the effort to bring the product to Bristol, Tennessee, said that
the new FONAR technology which "permits the fully-loaded spine to be evaluated
in its dynamic state will greatly increase the accuracy of our surgery."
In September 2006, St. Maartenskliniek in Nijmegen, the Netherlands, the
country's largest orthopedic hospital, placed its order for the FONAR
UPRIGHT(TM) MRI. Dr. Paul Pavlov, Director of the St. Maartenskliniek and
Chairman of Spine Surgery at the internationally acclaimed Spine Centre said,
"Once FONAR made available upright weight-bearing MRI imaging technology, owning
one for the St. Maartenskliniek 'Spine Center' was not optional, but mandatory.
For our hospital to continue to engage in spine surgery without it, once this
new technology became available, was unacceptable." He added, "We did not regard
the utilization of this new technology, from our patient's perspective, as
optional. It was mandatory."
Toward the end of 2006, St. Vincent's Carmel Hospital installed Indiana's first
FONAR UPRIGHT(TM) MRI. James Hardacker, M.D., orthopedic spine surgeon at the
hospital, said, "The major significance of the FONAR UPRIGHT(TM) Multi-Position
MRI is that it allows for more definitive and improved diagnoses."
LANDMARK SALE TO MULTI-STATE DIAGNOSTIC IMAGING PROVIDER
In February 2007, FONAR sold an UPRIGHT(TM) MRI to the Center for Diagnostic
Imaging (CDI) of Minneapolis, Minnesota. Founded by distinguished Spine
Radiologist Dr. Kenneth Heithoff in 1981, CDI was one of the first outpatient
imaging providers in the country. CDI currently owns and operates 39 diagnostic
imaging centers in eight states - Minnesota, Wisconsin, Illinois, Indiana,
Kansas, Missouri, Washington, and Florida.
THE FONAR MARKETING STRATEGY
The focus of the sales and marketing efforts is to stimulate demand and
awareness of FONAR products among patients, surgeons, referring physicians,
radiologists, independent MRI practice owners, and hospitals. FONAR continues
with its multi-pronged marketing strategy to significantly accelerate growth in
revenue streams for MRI scanner equipment sales and services and related
revenues.
FONAR's marketing strategy includes initiatives in the following areas:
advertising campaigns; trade show and industry event participation; third-party
endorsements in the form of medical research and professional testimonials;
direct sales efforts for U.S. market penetration; and distribution channel
partnerships.
1) ADVERTISING - In a continuing effort to reach consumers and physicians with
the message of the unique advantages of its product, Tom Attea, former
partner and creative director of Leapfrog Communications, Inc. has joined
FONAR full time. Mr. Attea holds the newly created position of Vice
President of Advertising. He heads FONAR's new in-house advertising agency
and is responsible for the strategic and creative development of FONAR
advertising. The FONAR in-house agency was created to allow FONAR to reach
both physicians and patients with advertising that is both effective and
cost-effective. Our goal is to make the FONAR UPRIGHT(TM) Multi-
Position(TM) MRI "must have" technology. We're concentrating on reaching
physicians and radiologists with a compelling series of advertisements
throughout the year. The advertising will demonstrate why physicians need
the UPRIGHT(TM) MRI to deliver state-of-the-art medical care and why
radiologists need it to serve physicians with the most accurate images. Our
goal is to create demand for the FONAR UPRIGHT(TM) MRI at a level that
makes having its unique diagnostic benefits, not a choice, but an urgency.
We want to turn the FONAR business from a "push" business, where we must
sell the UPRIGHT(TM), to a "pull" business, in which physicians,
radiologists, and hospitals are calling, with urgency, to purchase the
machine. We plan to reach our audience in the leading publications that
serve them and to reach them every month, at times even more frequently. We
plan to reach orthopedic surgeons and neurosurgeons in Spine magazine,
primary care physicians in JAMA, and radiologists in Radiology magazine, as
well as other leading publications. We've also created a special virtual
community for our sales force, where new advertisements will be available
immediately for them to download and utilize in their sales calls. And
we're creating an individual Web site for each HMCA imaging center, to
achieve an immediate and enormous increase in our on-line presence.
2) TRADE SHOW PARTICIPATION - Given its recognition as an MRI industry
innovator, the developer of the first MRI, and the only company to offer
Position(TM) Imaging (pMRI(TM)) with the FONAR UPRIGHT(TM) MRI, FONAR
exhibits at the annual meetings of the most important major surgery and
radiology societies: The American Academy of Orthopaedic Surgeons (AAOS);
North American Spine Society (NASS), American Association of Neurosurgery
(AANS), The Congress of Neurosurgery (CNS), and the Radiological Society of
North America (RSNA). In March 2007, FONAR launched its first full-fledged
marketing effort in the Middle East with its participation at the 3rd
Annual International Surgical Conference in Abu Dhabi in the UAE. There was
a great deal of interest.
3) THIRD PARTY ENDORSEMENTS IN THE FORM OF MEDICAL RESEARCH AND PROFESSIONAL
TESTIMONIALS - In an effort to educate and inform all parties associated
with the MRI industry, as well as patients, FONAR is continuing its direct
mail campaign providing specific case reports to approximately 10,000
physicians. These case reports show MRI pathologies, particularly of the
spine, seen by the FONAR UPRIGHT(TM) MRI but not visible with the
conventional, recumbent MRI. Accompanying the images are testimonials from
distinguished surgeons explaining how the FONAR UPRIGHT(TM) MRI's images
changed the surgery that was planned and improved their patients' outcomes.
4) DIRECT SALES EFFORTS FOR U.S. MARKET PENETRATION - FONAR has a direct sales
force for U.S. distribution. The team consists of industry veterans who are
well versed in the benefits of UPRIGHT(TM) Imaging, including important
peer-reviewed studies that attest to the diagnostic value of multi-position
imaging. In the U.S., FONAR employs 20 regional sales representatives. In
addition, there are highly experienced sales support and management
personnel stationed at the Company's corporate headquarters in Melville,
New York.
5) DISTRIBUTION CHANNEL PARTNERSHIPS -- Tecserena GmbH of Germany has been
FONAR's European distributor since the beginning of 2006. The sales force
of Tecserena formerly represented Hitachi in Europe. We are pleased that
Tecserena has already sold three FONAR UPRIGHT(TM) MRIs. The first is
operating in Cologne, Germany; the second is now being installed at St.
Maartenskliniek, the largest orthopaedic hospital in the Netherlands; and
the third will be installed in a diagnostic outpatient center in Hanover,
Germany. Alfred Schlemmer, managing director of Tecserena said, "The FONAR
UPRIGHT(TM) Multi-Position(TM) MRI is a one-of-a-kind product, a product
that we firmly believe will become a standard in MRI diagnostics in Europe,
especially of the spine. There is nothing like it. Our basic marketing
strategy is to educate the medical community about the unique diagnostic
capabilities of the FONAR unit. Once the marketplace understands them,
sales follow."
SALES CHALLENGES
As has been the experience of every other manufacturer of MRI equipment, FONAR
sales have been suffering from the effects of the Deficit Reduction Act (DRA)
of 2005. The January 1, 2007 implementation of the DRA effectively reduced
Medicare's reimbursement for MRI services by 17% - 48%, depending on the
service provided. To make matters worse, since contracted fees with many
commercial payers piggyback Medicare fees, MRI providers will see decreases in
payments from them as well. Naturally, this has had a negative effect on new
MRI equipment sales across the country.
It is important to know, however, that in the past, Medicare has implemented
reductions in reimbursement amounts for MRI procedures that were subsequently
retracted. It is for this reason that many potential buyers of MRI equipment
have adopted a "wait and see" posture. As of this writing, legislation to put a
stop to the imaging cuts that went into effect on January 1 was introduced in
the House on February 28, 2007. The bill, which is similar to the 2006 "Access
to Medicare Imaging Act" that attracted 142 cosponsors, calls for a two-year
freeze on the cuts.
Hopefully, this new bill will become law. However, even if it does not, FONAR is
confident that once the initial impact of the DRA is absorbed, it is expected
that the medical community will move forward with the purchase of equipment that
it needs, despite the DRA. And the medical community does need the FONAR Walk-In
Full-Range-of-Motion Multi-Position UPRIGHT(TM) MRI. The good news is that FONAR
is once again seeing serious interest in purchasing our product. We are seeing
prospective buyers finally coming off the fence, and we are looking forward to a
substantial increase in sales.
NEW PRODUCTS
At the annual meeting of the Radiological Society of North America (RSNA) in
Chicago, the largest medical meeting in the United States, FONAR exhibited the
FONAR 360(TM). The FONAR 360(TM) is a room-size MRI that can be used for
conventional diagnostic imaging or, in the future, for intraoperative MRI. The
FONAR 360(TM), unlike any other MRI, is one that doctors can walk inside of. The
patient is positioned on a surgical table that is located immediately on top of
one of the MRI's two magnet poles. This design allows 360-degree access to the
patient for an entire surgical team, with ample room for all their usual
surgical equipment.
The FONAR 360(TM) exhibit at RSNA was a replica of the unit installed at
Nuffield Orthopaedic Centre (NOC), an Oxford University Teaching Hospital, in
Oxford, England. Eugene McNally, M.D., NOC Consultant Radiologist, said, "We
intend to exploit the unique imaging capability of the FONAR 360(TM) within our
regular radiology practice. We think it will be an attractive option for
claustrophobic patients and offer open field imaging at a higher field strength
than most other open systems in the UK. We also plan to explore the
possibilities for using this revolutionary magnet to support MRI-guided
interventional procedures."
There was a great deal of interest in the FONAR 360(TM) product on the floor of
the RSNA exhibit and we look forward to the impact this exciting product will
have on the medical community and, of course, on FONAR.
HMCA
Our subsidiary HMCA (Health Management Corporation of America) continues to
provide FONAR with a steady source of revenue in fees from managing UPRIGHT(TM)
MRI business in New York, Florida and Georgia. We are actively searching for
additional locations in New York and Florida so that we may add to this
important source of revenue.
CONCLUSION
We believe that although we have suffered some setbacks, FONAR has a very bright
future. Why? Primarily because we have a product that physicians desperately
need to improve the outcomes of their patients * a product that only FONAR can
provide. As our product continues to gain acceptance, our scientists and
engineers continue to improve it, our customer service organization grows to
accommodate our ever-increasing installed base, and our sales and marketing team
has the strategy, the skill and the organization to sell, we see a bright future
for our company.
I would like to acknowledge the support of our faithful shareholders who share
our vision, the FONAR team for its unwavering dedication, and our customers for
their loyalty. The opportunities and challenges we face strengthen our resolve
to achieve the goal of medical excellence and financial success for FONAR.
Sincerely,
Raymond V. Damadian
President and Chairman
SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549
_____________________
FORM 10-K
_____________________
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934 [Fee Required]
For the fiscal year ended June 30, 2006
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES AND
EXCHANGE ACT OF 1934 [No Fee Required]
For the transition period from _____________ to _____________
Commission File No. 0-10248
___________________________
FONAR CORPORATION
(Exact name of registrant as specified in its charter)
DELAWARE 11-2464137
(State of incorporation) (IRS Employer Identification Number)
110 Marcus Drive, Melville, New York 11747
(Address of principal executive offices) (Zip Code)
(631) 694-2929
(Registrant's telephone number, including area code)
____________________________________________________
Securities registered pursuant to Section 12(b) of the Act:
Common Stock, par value $.0001 per share (Title of Class)
Securities registered pursuant to Section 12(g) of the Act:
None
________________________________________________________________
Indicate by check mark if the registrant is a well-known seasoned issuer, as
defined in Rule 405 of the Securities Act.
Yes ____ No __X__
Indicate by check mark if the registrant is not required to file reports
pursuant to Section 13 or Section 15(d) of the Act.
Yes ____ No __X__
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 if disclosure of delinquent filers, pursuant to Item 405
of Regulation S-K, {section}229.405 of this Chapter, is not contained, and will
not be contained, to the best of the registrant's knowledge, in definitive proxy
or information statements incorporated by reference in Part III of this 10-K or
any amendment to the Form 10-K. [X]
Indicate by check mark whether the registrant is an accelerated filer, as
defined in Rule 12b-2 of the Act.
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 __X__
Non-accelerated filer ____
Indicate by check mark whether the registrant is a shell company (as defined in
Rule 12b-2 of the Exchange Act).
Yes ____ No __X__
As of August 30, 2006, 119,359,660 shares of Common Stock, 3,953 shares of Class
B Common Stock, 9,562,824 shares of Class C Common Stock and 7,836,287 shares of
Class A Non-voting Preferred Stock of the registrant were outstanding. The
aggregate market value of the 116,667,745 million shares of Common Stock held by
non-affiliates as of such date based on the closing price per share on August
30, 2006 as reported on the NASDAQ System, was approximately $43.8 million. The
other outstanding classes do not have a readily determinable market value.
DOCUMENTS INCORPORATED BY REFERENCE
None
PART I
ITEM 1. BUSINESS
GENERAL
Fonar Corporation, sometimes referred to as the "Company" or "Fonar", is a
Delaware corporation which was incorporated on July 17, 1978. Our address is 110
Marcus Drive, Melville, New York 11747 and our telephone number is 631-694-
2929. Fonar also maintains a WEB site at www.Fonar.com.
FONAR is engaged in the business of designing, manufacturing, selling and
servicing magnetic resonance imaging, also referred to as "MRI" or "MR",
scanners which utilize MRI technology for the detection and diagnosis of human
disease. Fonar's founders built the first scanner in 1977 and FONAR introduced
the first commercial MRI scanner in 1980. FONAR is the originator of the iron-
core non-superconductive and permanent magnet technology.
Fonar's iron frame technology made FONAR the originator of "open" MRI scanners.
We introduced the first "open" MRI in 1980. Since that time we have concentrated
on further application of our "open" MRI, introducing most recently the
Upright(TM) Multi-positional(TM) MRI scanner (also referred to as the
"Upright(TM)" or "Stand-Up(TM)" MRI scanner) and the Fonar 360(TM) MRI scanner.
The product we are now most vigorously promoting is our Stand-
Up(TM)/Upright(TM) MRI. The Stand-Up(TM)/Upright(TM) MRI is unique in the
industry in that it allows patients to be scanned in a fully weight-bearing
condition, such as standing, sitting or bending in any position that causes
symptoms. This means that an abnormality or injury, such as a slipped disk can
be visualized where it may not be visualized with the patient lying down. We are
introducing the name "Upright(TM)" as an alternative to "Stand-UP(TM)" because
of the multiplicity of positions in which the patient may be scanned where the
patient is not standing.
Health Management Corporation of America, formerly U.S. Health Management
Corporation, which we sometimes refer to as "HMCA", was formed by Fonar in March
1997 as a wholly-owned subsidiary in order to enable us to expand into the
business of providing comprehensive management services to medical providers.
HMCA provides management services, administrative services, office space,
equipment, repair, maintenance service and clerical and other non- medical
personnel to medical providers. Since July 28, 2005, following the sale of
HMCA's physical therapy and rehabilitation business, HMCA has elected to provide
its services solely to diagnostic imaging centers.
See Note 21 to the Consolidated Financial Statements for separate financial
information respecting our medical equipment and physician and diagnostic
management services segments.
FORWARD LOOKING STATEMENTS.
Certain statements made in this Annual Report on Form 10-K 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. These forward-looking statements 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. These assumptions 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 Annual Report will prove to be
accurate. In light of the significant uncertainties inherent in our
forward-looking statements, 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.
RECENT DEVELOPMENTS AND OVERVIEW.
Our products and works-in-progress are intended to significantly improve our
competitive position. Our current products are the Upright(TM) MRI and the Fonar
360(TM).
The Upright(TM) MRI permits, for the first time, MRI diagnoses to be made in the
weight-bearing state. The Upright(TM) MRI is the only MRI scanner which allows
patients to be scanned while standing, sitting or reclining, either horizontally
or at an angle. This means that an abnormality or injury, such as a slipped
disk, will be able to be scanned under full weight- bearing conditions and, more
often than not, in the position in which the patient experiences pain. A patient
handling system built into the floor brings the patients to the desired height
in the scanner. An adjustable bed allows the patients to stand, sit or lie on
their backs, sides or stomachs at any angle. The Upright(TM) MRI may also be
useful for MRI guided interventional procedures.
More recently a new application of the FONAR Upright(TM) technology is in the
evaluation and diagnosis of patients with the Arnold-Chiari syndrome believed to
affect from 200,000 to 500,000 Americans. In this syndrome brain stem
compression and entrapment of the brain 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. Classic symptoms of the Chiari syndrome include the
"drop attack", where the erect patient unexpectedly experiences an explosive
rush or nervous discharge at the base of the brain which rushes down the body to
the extremities, causing the patient to collapse in a transient neuromuscular
paralysis which then subsides when the patient is in a horizontal position.
The FONAR Upright(TM) MRI has recently demonstrated its key value on two
patients with Chiari syndrome establishing that the conventional lie-down MRI
scanners cannot make an adequate evaluation of their pathology since the
patient's pathology is most visible and symptoms are most acute when the patient
is upright. It is critical to have an image of the patient in an upright
position so that the neurosurgeons can fully evaluate the extent of the brain
stem compression which is occurring so they can choose the most appropriate
surgical approach for the operative repair.
Another milestone in the sale and utilization of FONAR's Upright(TM) technology
is the sale in September, 2006 of an Upright(TM) MRI scanner to the largest
orthopedic hospital in the Netherlands, the St. Maartenskliniek. St.
Maartenskliniek has over 300 in-patient beds and an extensive outpatient clinic
program that diagnosis and treats 25,000 patients with orthopedic problems
annually. In placing their order, St. Maartenskliniek announced from the point
of view of their internationally recognized "Spine Center" that "once FONAR made
available upright weight-bearing MRI imaging technology, owning one for the St.
Maartenskliniek "Spine Center" was not optional but mandatory. For our hospital
to continue to engage in spine surgery without it, once this new technology
became available, was unacceptable. Once the means were available to make
certain we were getting the complete picture of the patient's spine pathology
before undertaking surgery, so that we could be certain we were not performing
surgery based on a wrong diagnosis and running the risk of doing the wrong
surgery, we did not regard the utilization of this new technology, from our
patient's perspective as optional. It was mandatory."
We are vigorously promoting sales of the Upright(TM) MRI which we regard as our
most promising product. The market for the Upright(TM) shows strong progress.
During the fiscal year ended June 30, 2006, we received orders for 18
Upright(TM) MRI scanners as compared to 30 for the fiscal year ended June 30,
2005. Revenues recognized from the sale of Upright(TM) MRI scanners, however,
decreased in fiscal 2006 by 85.4% over fiscal 2005 from approximately $71.7
million in fiscal 2005 to approximately $10.5 million in fiscal 2006, following
a 68% increase from fiscal 2004 to fiscal 2005, when revenues from the sale of
Upright(TM) MRI scanners increased from $42.7 million to $71.7 million in fiscal
2005. The following chart shows the revenues attributable to our different model
scanners for the fiscal years ended June 30, 2005 and June 30, 2006. Note that
we recognize revenue on a percentage of completion basis. Accordingly, revenue
is recognized as each sub-assembly of a scanner is manufactured. Consequently
the revenues for a fiscal period do not necessarily relate to orders placed in
that period.
Model Revenues Recognized
Fiscal 2005 Fiscal 2006
----------- -----------
Upright(TM) $71,666,053 $10,452,069
Fonar 360(TM) $ 764,031 $ 383,589
Other $ 0 $ 0
The Fonar 360(TM) includes the Open Sky(TM) MRI. We received our first order for
a Fonar 360(TM) scanner in the first quarter of fiscal 2005. The magnet frame is
incorporated into the floor, ceiling and sidewalls of the scan room and is open.
Consequently, physicians and family members can walk inside the magnet to
approach the patient. The Open Sky(TM) version of the Fonar 360(TM) is
decoratively designed so that it is incorporated into the panoramic landscape
that decorates the walls of the scan room. The ability of the Fonar 360(TM) to
give physicians direct 360 degree access to patients and the availability of MRI
compatible interventional instruments such as needles, catheters, probes,
scalpels and forceps, will also enable the Fonar 360(TM) to be used for image
guided interventions.
Our earlier primary product, the QUAD(TM) MR scanner, utilized a electromagnet
and was accessible from four sides. The QUAD(TM) was the first "open" MRI
scanner at high field.
FONAR's showcase installation of the first FONAR 360(TM) MRI scanner sold is
progressing very successfully at the Oxford Nuffield Orthopedic Center in
Oxford, United Kingdom. Oxford-Nuffield had two objectives in the choice of the
FONAR 360(TM) MRI. The first was to have an open mid-field MRI imaging scanner
to meet their medical imaging needs. The second was to have an open scanner that
would enable direct image guided surgical intervention. The Oxford-Nuffield
scanner is now installed and carrying a full diagnostic imaging load daily.
Additionally, 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 software is now installed and being tested by Oxford-Nuffield's surgical
teams. Proceeding to the next step of injecting test substances and therapeutic
agents into target tissues is expected to commence in the near future.
Health Management Corporation of America, formerly U.S. Health Management
Corporation, a wholly-owned subsidiary of FONAR, currently is managing 12
diagnostic imaging centers located principally in New York and Florida. During
the beginning of fiscal 2006 HMCA also managed six physical therapy and
rehabilitation practices located in New York. HMCA sold the portion of its
business engaged in the management of physical therapy and rehabilitation
practices in July of 2005.
PRODUCTS
Fonar's principal products are the Upright(TM) MRI and the Fonar 360(TM).
The Upright(TM) MRI is a whole-body open MRI system that enables positional MRI
(pMRI(TM)) applications, such as weight-bearing MRI studies. Operating at a
magnetic field strength of 0.6 Tesla, the scanner is a powerful, diagnostically
versatile and cost-effective open MRI that provides a broad range of clinical
capabilities and a complete set of imaging protocols.
Patients can be scanned standing, bending, sitting, upright at an intermediate
angle or in any of the conventional recumbent positions. This multi-positional
MRI system accommodates an unrestricted range of motion for flexion, extension,
lateral bending, and rotation studies of the cervical (upper)and lumbar (lower)
spine. Previously difficult patient scanning positions can be achieved using the
system's MRI-compatible, three-dimensional, motorized patient handling system.
Patients, lying horizontally, are placed into the magnet in the conventional
manner. The system's lift and tilt functions then deliver the targeted
anatomical region to the center of the magnet. The ceiling and floor are
recessed to accommodate the full vertical travel of the table. True image
orientation is assured, regardless of the rotation angle, via computer read-
back of the table's position. Spines and extremities can be scanned in weight-
bearing states; brains can be scanned with patients either standing or sitting.
Recently, this capability of the FONAR Upright(TM) 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(TM) MRI is exceptionally open, making it the most non-
claustrophobic whole-body MRI scanner. Patients can walk into the magnet, stand
or sit for their scans and then walk out. From the patient's point of view, the
magnet's front-open and top-open design provides an unprecedented degree of
comfort because the scanner allows the patient an unobstructed view of the
scanner room from inside the magnet, and there is nothing in front of one's face
or over one's head. The only thing in front of the patient's face during the
scan is a very large (42") panoramic TV (included with the scanner) mounted on
the wall. The bed is tilted back five degrees to stabilize a standing patient.
Special coil fixtures, a patient seat, Velcro straps, and transpolar stabilizing
bars are available to keep the patient comfortable and motionless throughout the
scanning process.
Full-range-of-motion studies of the joints in virtually any direction will be
possible, an especially promising feature for sports injuries. Full range of
motion cines, or movies, of the lumbar spine will be achieved under full body
weight.
The Upright(TM) MRI will also be useful for MRI guided interventional procedures
as the physician would have unhindered access to the patient with no
restrictions in the vertical direction.
This easy-entry, mid-field-strength scanner should be 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 our 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 360 degree access to the patient, and
physicians and family members are able to enter the scanner and approach the
patient.
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) capacity, the Fonar
360(TM) serves as an open patient-friendly scanner which allows 360 degree
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 Fonar's
earlier QUAD(TM) MRI scanner, is 0.6 Tesla.
We also expect to enable the Fonar 360(TM) to function as an MRI guided
interventional scanner, for the purpose of performing intra-operative,
interventional and therapeutic procedures with MR compatible instrumentation. In
this capacity, the enlarged room sized magnet and 360 degree access to the
patient afforded by the Fonar 360(TM) would permit full-fledged support teams to
walk into the magnet and perform MRI guided interventions on the patient inside
the magnet. Most importantly, the exceptional quality of the MRI image and its
exceptional capacity to exhibit tissue detail on the image, by virtue of the
nuclear resonance signal's extraordinary capacity to create image contrast, can
then be obtained real time to guide the physician during the MRI guided
intervention. Thus MRI compatible instruments, needles, catheters, endoscopes
and the like can be introduced directly into the human body and guided to the
malignant lesion or other pathology by means of the MRI image. Surgically
inoperable lesions could be accessed through MRI guided catheters and needles
making it possible to deliver the treatment agent directly to the targeted
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 software is now being tested by Oxford-Nuffield's
surgical teams. Proceeding to the next step of injecting test substances and
therapeutic agents into the target tissues is expected to commence in the near
future.
With current treatment methods, therapy must always be restricted in the doses
that can be applied to the malignant tissue because of the adverse effects on
the healthy tissues. Thus chemotherapies must be limited at the first sign of
toxic side effects. The same is the case with radiation therapy. Fonar expects
that with the Fonar 360(TM) treatment agents may be administrated directly to
the malignant tissue through small catheters or needles, thereby allowing much
larger doses of chemotherapy, x-rays, laser ablation, microwave and other
anti-neoplastic agents to be applied directly and exclusively to the malignant
tissue with more effective results. Since the interventional procedure of
introducing a treatment needle or catheter under image guidance will be
minimally invasive, the procedure can be readily repeated should metastases
occur elsewhere, with minimum impact on the patient beyond a straightforward
needle injection.
The presence of the MRI image during treatment will would enable the operator to
make assessments during treatment whether the treatment is being effective. In
addition to the patient comfort and new applications, such as MRI directed
interventions, made possible by our scanners' open design, the Upright(TM) and
Fonar 360(TM) scanners are designed to maximize image quality through an optimal
combination of signal-to-noise (S/N) and contrast-to-noise (C/N) ratios. The
technical improvements realized in these scanners' design over their
predecessors also include increased image-processing speed and diagnostic
flexibility.
MRI directed interventions are made possible by the scanners' ability to supply
images to a monitor positioned next to the patient, enabling the operator to
view in process an interventional procedure from an unlimited number of angles.
The openness of Fonar's scanners would enable a physician to perform a wide
range of interventional procedures inside the magnet.
In the case of breast imaging the access by a physician permits an image guided
biopsy to be performed easily which is essential once suspicious lesions are
spotted by any diagnostic modality. In addition to being far superior to x-ray
in detecting breast lesions because of the MRI's ability to create the soft
tissue contrast needed to see them, where x-ray is deficient in its ability to
generate the needed contrast between cancer and normal tissue, there is not the
painful compression of the breast characteristic of X-ray mammography.
The Upright(TM) MRI and Fonar 360(TM) scanners share much of the same
fundamental technology and offer the same speed, precision and image quality.
Fonar's scanners initiated the new market segment of high-field open MRI in
which the Fonar Upright(TM) MRI is one of the market leaders. High-field open
MRIs operate at significantly higher magnetic field strengths and, therefore,
produce more of the MRI image-producing signal needed to make high-quality MRI
images (measured by signal-to-noise ratios, S/N).
Like Fonar's previous principal product, the QUAD(TM) scanner, the Upright(TM)
MRI and Fonar 360(TM) scanners utilize a 6000 gauss (0.6 Tesla field strength)
iron core electromagnet. The QUAD(TM) was the first open MRI scanner at high
field. The greater field strength of the 6000 gauss magnet, as compared to lower
field open MRI scanners that operate at 3,000 gauss (0.3 Tesla) when enhanced by
the electronics already utilized by Fonar's scanners, produces images of higher
quality and clarity. Fonar's 0.6 Tesla open scanner magnets are among the
highest field "open MRI" magnets in the industry.
The Upright(TM) MRI and Fonar 360(TM) scanners are designed to maximize image
quality through an optimal combination of signal-to-noise (S/N) and contrast-
to-noise (C/N) ratios. The technical improvements realized in the scanners'
design over their lower field predecessors also include increased image-
processing speed and diagnostic flexibility.
Several technological advances have been engineered into the Upright(TM) MRI and
Fonar 360(TM) scanners for extra improvements in S/N, including: new high- S/N
Organ Specific(TM) receiver coils; new advanced front-end electronics featuring
high-speed, wide-dynamic-range analog-to-digital conversion and a miniaturized
ultra-low-noise pre-amplifier; high-speed automatic tuning, bandwidth-optimized
pulse sequences, multi-bandwidth sequences, and off-center FOV imaging
capability.
In addition to the signal-to-noise ratio, however, the factor that must be
considered when it comes to image quality is contrast, the quality that enables
reading physicians to clearly distinguish adjacent, and sometimes minute,
anatomical structures from their surroundings. This quality is measured by
contrast-to-noise ratios (C/N). Unlike S/N, which increases with increasing
field strength, relaxometry studies have shown that C/N peaks in the mid-field
range and actually falls off precipitously at higher field strengths. The
Upright(TM) MRI and Fonar 360(TM) scanners operate squarely in the optimum C/N
range.
The Upright(TM) MRI and Fonar 360(TM) provide various features allowing for
versatile diagnostic capability. For example, SMART(TM) scanning allows for
same-scan customization of up to 63 slices, each slice with its own thickness,
resolution, angle and position. This is an important feature for scanning parts
of the body that include small-structure sub-regions requiring finer slice
parameters. There is also Multi-Angle Oblique(TM) (MAO) imaging, and oblique
imaging.
The console for these scanners includes a mouse-driven, multi-window interface
for easy operation and a 19-inch, 1280 x 1024-pixel, 20-up, high-resolution
image monitor with features such as electronic magnifying glass and real-time,
continuous zoom and pan.
Prior to the introduction of the Upright(TM) MRI, Fonar 360(TM) and QUAD(TM)
scanners, the Ultimate(TM) 7000 scanner, introduced in 1990, was the Company's
principal product. The Ultimate(TM) scanner replaced the Company's traditional
principal products, the Beta(TM) 3000 scanner (which utilized a permanent
magnet) and the Beta(TM) 3000M scanner (which utilized an iron core
electromagnet). All of the Company's current and earlier model scanners create
cross-sectional images of the human body.
During fiscal 2006, sales of our Upright(TM) MRI scanners accounted for
approximately 31.6% of our total revenues and 53.0% of our medical equipment
revenues, as compared to 68.3% of total revenues and 88.2% of medical equipment
revenues in fiscal 2005 and 59.6% of total revenues and 87.7% of medical
equipment revenues in fiscal 2004. These sales show the market penetration being
achieved by the Upright(TM) MRI scanner.
During fiscal 2006, sales of our Fonar 360(TM) scanner accounted for 1.2% of
total revenues and 1.9% of medical equipment revenues. During fiscal 2005 sales
of our Fonar 360(TM) scanner accounted for 0.7% of total revenues and 0.9% of
medical equipment revenues. Our principal selling, marketing and advertising
efforts have in the past two years focused on the Upright(TM) MRI, which we
believe is a particularly unique product, being the only MRI scanner which is
both open and allows for weight bearing imaging. Since we perceive that the
Upright(TM) MRI is successfully penetrating the market and enabled us to achieve
profitability in fiscal 2005, we expect to continue our focus on the Upright(TM)
MRI in the immediate future, notwithstanding the losses incurred in fiscal 2006.
We are optimistic that Fonar 360(TM) and our other products and works in
progress will also contribute materially to increased product sales.
The materials and components used in the manufacture of our products (circuit
boards, computer hardware components, electrical components, steel and plastic)
are generally available at competitive prices. We have not had difficulty
acquiring such materials.
WORKS-IN-PROGRESS
All of our products and works-in-progress seek to bring to the public MRI
products that are expected to provide important advances against serious
disease.
MRI takes advantage of the nuclear resonance signal elicited from the body's
tissues and the exceptional sensitivity of this signal for detecting disease.
Much of the serious disease of the body occurs in the soft tissue of vital
organs. The principal diagnostic modality currently in use for detecting
disease, as in the case of x-ray mammography, are diagnostic x- rays. X-rays
discriminate soft tissues, such as healthy breast tissue and cancerous tissue
poorly, because the x-ray particle traverses the various soft tissues almost
equally thereby causing target films to be nearly equally exposed by x-rays
passing through adjacent soft tissues and creating healthy and cancerous shadows
on the film that differ little in brightness. The image contrast between
cancerous and healthy breast tissue is poor, making the detection of breast
cancers by the x-ray mammogram less than optimal and forcing the mammogram to
rely on the presence or absence of microscopic stones called
"microcalcifications" instead of being able to "see" the breast cancer itself.
If microcalcifications are not present to provide the missing contrast, then the
breast cancer goes undetected. They frequently are not present. The maximum
contrast available by x-ray with which to discriminate disease is 4%. Brain
cancers differ from surrounding healthy brain by only 1.6% while the contrast in
the brain by MRI is 25 times greater at 40%. X-ray contrasts among the body's
soft tissues are maximally 4%. Their contrast by MRI is 32.5 times greater
(130%).
On the other hand the soft tissue contrasts with which to distinguish cancers on
images by MRI are up to 180%. In the case of cancer these contrasts can be even
more marked making cancers readily visible and detectable anywhere in the body.
This is because the nuclear resonance signals from the body's tissues differ so
dramatically. Liver cancer and healthy liver signals differ by 180% for example.
Thus there is some urgency to bring to market an MRI based breast scanner that
can overcome the x-ray limitation and assure that mammograms do not miss serious
lesions. The added benefit of MRI mammography relative to x- ray mammography is
the elimination of the need for the patient to disrobe and the painful
compression of the breast typical of the x-ray mammogram. The patient is scanned
in her street clothes in MRI mammography. Moreover MRI mammogram scans the
entire chest wall including the axilla for the presence of nodes which the x-ray
mammogram cannot reach.
We view our Upright(TM) MRI as having the potential for being an ideal breast
examination machine as it permits the patient to be seated for the examination,
which would allow easy access for an MRI guided breast biopsy when needed. The
Fonar 360(TM) MRI scanner would also be ideal for breast examinations.
PRODUCT MARKETING
The principal markets for the Company's scanners are private scanning centers
and hospitals.
Fonar's internal sales force is approximately 19 persons. Our internal sales
force handles the domestic market while we continue to use independent
manufacturer's representatives and distributors for foreign markets. In addition
to its internal domestic sales force, Fonar and General Electric Medical
Systems, a division of General Electric Company, have entered into an
arrangement pursuant to which General Electric Medical Systems acts as
independent manufacturer's representative for Fonar's Upright(TM) MRI scanner in
the domestic market as well. Neither General Electric nor any of FONAR's other
competitors, however, are entitled to make the Upright(TM) MRI scanner.
In addition, Fonar's website includes an interactive product information desk
for reaching customers. We plan to commence a program for providing
demonstrations of our products to potential customers on an international basis.
FONAR has exhibited its new products at the annual meeting of the Radiological
Society of North America ("RSNA") in Chicago since November 1995 and plans to
attend the RSNA meeting in November 2006 and future years. The RSNA meeting is
attended by radiologists from all over the world. Most manufacturers of MRI
scanners regularly exhibit at this meeting.
FONAR has targeted orthopedic surgeons and neurosurgeons, particularly spine
surgeons, as important markets for the Upright(TM) MRI. Accordingly, FONAR has
regularly exhibited at the annual meetings of The American Academy of
Orthopaedic Surgeons (AAOS) since 2003; the North American Spine Society (NASS)
since 2004; the American Association of Neurological Surgeons (AANS) since 2004;
and the Congress of Neurological Surgeons (CNS) since 2004.
FONAR's success in targeting this group was most evident in the sale, in
September 2006, of an Upright(TM) MRI scanner to the largest orthopedic hospital
in the Netherlands, the St. Maartenskliniek in Nijmegen. In addition to being a
key sale to a prestigious hospital, the medical conclusions reached and stated
by the buyer and the buyer's intention to conduct research and publish articles
concerning the Upright(TM) technology, are a vital component to FONAR's
objective to prove to the medical community at large, insurers, governmental
agencies and others the benefits, if not necessity of Upright(TM) scanning. A
Director of St. Maartenskliniek and the Chairman of Spine Surgery stated that
"We at St. Maartenskliniek, the biggest orthopedic hospital in the Netherlands,
are very much looking forward to this new technology from FONAR which will
enable us to evaluate the spine anatomy in the fully weight bearing state and in
multiple positions. We expect these new multi-position capabilities to lead to
more accurate diagnosis and better surgery outcomes for patients. Once our
active research program has discovered the benefits of this new FONAR technology
for patients, we intend to publish the results in a lot of peer reviewed
scientific journals." The Chairman stated further "that once FONAR made
available upright weight-bearing MRI imaging technology, owning one for the St.
Maartenskliniek "Spine Center" was not optional but mandatory. For our hospital
to continue to engage in spine surgery without it, once this new technology
became available, was unacceptable".
We are directing our MRI marketing efforts to meet the demand for high field
open MRI scanners. Fonar plans to devote its principal efforts to marketing the
Upright(TM) MRI, which is the only scanner in the industry that has the unique
capability of scanning patients under weight-bearing conditions and in various
positions of pain or other symptoms. In addition we will continue to market our
Fonar 360(TM) MRI scanners. Utilizing a 6000 gauss (0.6 Tesla field strength)
iron core electromagnet, the Upright(TM) MRI and Fonar 360(TM) scanner magnets
are among the highest field "open MRI" scanners in the industry.
We also will seek to introduce new MRI applications for our scanners such as
MRI-directed interventions.
Our areas of operations are principally in the United States. During the fiscal
year ended June 30, 2006, 10.0% of the Company's revenues were generated by
foreign sales, as compared to 7.1% and 1.2% for fiscal 2005 and 2004,
respectively.
We are seeking to promote foreign sales and have sold scanners in various
foreign countries. Foreign sales, however, have not yet proved to be a
significant source of revenue.
SERVICE AND UPGRADES FOR MRI SCANNERS
Our customer base of installed scanners has been and will continue to be an
additional source of income, independent of direct sales.
Income is generated from the installed base in two principal areas namely,
service and upgrades. Service and maintenance revenues from our external
installed base were approximately $3.2 million in fiscal 2004, $5.8 million in
fiscal 2005 and $8.6 million in fiscal 2006. We expect service revenues to
continue to increase as warranties expire on previously sold scanners, and the
customers then enter into service contracts.
We also anticipate that our new scanners will result in upgrades income in
future fiscal years. The potential for upgrades income, particularly in the form
of new patient supporting upright imaging fixtures and receiver coils,
originates in the versatility and productivity of the new Upright Imaging(TM)
technology. New medical uses for MRI technology are constantly being discovered
and are anticipated for the Upright Imaging(TM) technology as well. New features
can often be added to the scanner by the implementation of little more than
versatile new software packages. For example, software can be added to existing
MRI angiography applications to synchronize angiograms with the cardiac cycle.
By doing so the dynamics of blood vessel filling and emptying can be visualized
with movies. Such enhancements are attractive to end users because they extend
the useful life of the equipment and enable the user to avoid obsolescence and
the expense of having to purchase new equipment. At the present time, however,
upgrade revenue is not significant. We had no upgrade revenue in fiscal 2004,
and upgrade revenues of approximately $40,000 in fiscal 2005. We had upgrade
revenues of approximately $82,000 in fiscal 2006.
Service and upgrade revenues are expected to increase as sales of scanners and
the size of the customer base increases.
RESEARCH AND DEVELOPMENT
During the fiscal year ended June 30, 2006, we incurred expenditures of
$7,581,898, $714,253 of which was capitalized, on research and development, as
compared to $6,752,755, $745,994 of which was capitalized and $6,079,797,
$588,735 of which was capitalized, during the fiscal years ended June 30, 2005
and June 30, 2004, respectively.
Research and development activities have focused principally, on the development
and enhancement of the Upright(TM) and Fonar 360(TM) MRI scanners. The
Upright(TM) MRI and Fonar 360(TM) involve significant software and hardware
development as the new products represent entirely new hardware designs and
architecture requiring a new operating software. Our research activity includes
developing a multitude of new features for upright scanning made possible by the
high speed processing power of its scanners. In addition, the Company's research
and development efforts include the development of new software, such as its
Sympulse(TM) software and hardware upgrade and the designing and continuing
introduction of new receiver surface coils for the Upright(TM) MRI.
BACKLOG
Our backlog of unfilled orders at July 1, 2006 was approximately $24.2 million,
as compared to $13.1 million at July 1, 2005. Of these amounts, approximately
$5.5 million and $1.7 million had been paid to FONAR as customer advances as at
July 1, 2006 and July 1, 2005, respectively. Of the backlog amounts at July 1,
2006 and July 1, 2005, $137,000 and $103,000, respectively, represented orders
from related parties. It is expected that the existing backlog of orders will be
filled within the current fiscal year. Our contracts generally provide that if a
customer cancels an order, the customer's initial down payment for the MRI
scanner is nonrefundable.
PATENTS AND LICENSES
We currently have numerous patents in effect which relate to the technology and
components of the MRI scanners. We believe that these patents, and the know-how
it has developed, are material to its business.
Dr. Damadian granted FONAR an exclusive world-wide license, to make, use and
sell apparatus covered by certain domestic and foreign patents in his name
relating to MRI technology. No patents covered by this license are in effect any
longer.
One of the patents, issued in the name of Dr. Damadian and covered by said
license, was United States patent No. 3,789,832, Apparatus and Method for
Detecting Cancer in Tissue, also referred to as the "1974 Patent". The
development of the Beta(TM) 3000 was based upon the 1974 Patent, and we believe
that the 1974 Patent was the first of its kind to utilize MR to scan the human
body and to detect cancer. The 1974 Patent was extended beyond its original
17-year term and expired in February, 1992.
We have significantly enhanced our patent position within the industry and now
possesses a substantial patent portfolio which provides us, under the aegis of
United States patent law, "the exclusive right to make, use and sell" many of
the scanner features which FONAR pioneered and which are now incorporated in
most MRI scanners sold by the industry. The Company has 118 patents issued and
approximately 70 patents pending. A number of Fonar's existing patents
specifically relate to protecting Fonar's position in the high-field iron frame
open MRI market. The patents further enhance Dr. Damadian's pioneer patent, the
1974 Patent, that initiated the MRI industry and provided the original invention
of MRI scanning. The 118 issued patents extend to various times up to 2024.
We have a license agreement granting us a license to utilize the MRI technology
covered by the existing patent portfolio of a patent holding company. We also
have patent cross-licensing agreements with other MRI manufacturers.
PRODUCT COMPETITION
MRI SCANNERS
A majority of the MRI scanners in use in hospitals and outpatient facilities and
at mobile sites in the United States are based on high field air core magnet
technology while the balance are based on open iron frame magnet technology.
Fonar's open iron frame MRI scanners are competing principally with high-field
air core scanners. Fonar's open MRI scanners, however, utilizing a 6,000 gauss
or 0.6 Tesla field strength, iron core electromagnet, were the first "open" MR
scanners at high field strength.
FONAR believes that its MRI scanners have significant advantages as compared to
the high-field air core scanners of its competitors. These advantages include:
1. There is no expansive fringe magnetic field. High field air core
scanners require a more expensive shielded room than is required for the iron
frame scanners. The shielded room required for the iron frame scanners is
intended to prevent interference from external radio frequencies.
2. They are more open and quiet.
3. They can scan the trauma victim, the cardiac arrest patient, the
respirator-supported patient, and premature and newborn babies. This is not
possible with high- field air core scanners because their magnetic field
interferes with conventional life-support equipment.
The principal competitive disadvantage of our products is that they are not
"high field strength", 1.0 Tesla +, magnets. As a general principle, the higher
field strength can produce a faster scan. In some parts of the body a faster
scan can be traded for a clearer picture. Although we believe that the benefits
of "openness" provided by our scanners compensate for the lower field strength,
certain customers will still prefer the higher field strength.
FONAR faces competition within the MRI industry from such firms as General
Electric Company, Philips N.V., Toshiba Corporation, Hitachi Corporation and
Siemens A.G. Most competitors have marketing and financial resources more
substantial than those available to us. They have in the past, and may in the
future, heavily discount the sales price of their scanners. Such competitors
sell both high field air core and iron frame products. Based on the Frost and
Sullivan data contained in their publication, FONAR had a 10% market share in
the low-field segment of the 2005 market in the United States. It should be
noted that although Frost and Sullivan define .6 Tela (the field strength of
FONAR's magnets) as "low-field", the market place generally and FONAR define it
as "mid-field" and in the category of open MRI scanners, FONAR's .6 Tesla
magnets are among the highest field strength open magnets. FONAR introduced the
first "Open MRI" in 1980. "Open MRI" was made possible by Fonar's introduction
of an MRI magnet built on an iron frame. Thus the magnetic flux generating
apparatus of the magnet, magnet coils or permanent magnet bricks, was built into
a frame of steel. The steel frame provided a return path for the magnetic lines
of force and thereby kept the magnetic lines of force contained within the
magnet. This enabled FONAR, from 1980 on, to show that the FONAR magnet was the
only magnet that allowed the patients to stretch out their arms, the only "open"
MRI.
The iron frame, because it could control the magnetic lines of force and place
them where wanted and remove them from where not wanted, such as in the Fonar
360(TM) where physicians and staff are standing, provide a much more versatile
magnet design than is possible with air core magnets. Air core magnets contain
no iron but consist entirely of turns of current carrying wire.
For an 11 year period from 1983-1994, Fonar's large competitors, with one
exception, generally rejected Fonar's "open" design but by now all have added
the iron frame "open" magnet to their MRI product lines. One reason for this
market shift, in addition to patient claustrophobia, is the awareness that the
open magnet designs permit access to the patient to perform MRI guided
procedures, a field which is now growing rapidly and is called "interventional
MRI."
The Fonar 360(TM) scanner explicitly addresses this growing market reception of
MRI guided interventions, and the first of these scanners was sold to a hospital
in England. Fonar's Upright(TM) magnet also addresses the growing market
reception of MRI guided interventions. Although not enabling a full
interventional theater as the Fonar 360(TM) does, the iron frame Upright(TM) MRI
design permits ready access to the patient and enables a wide range of
interventional procedures such as biopsies and needle or catheter delivered
therapies to be performed under MRI image guidance. The "tunnel" air core
superconductive scanners do not permit access to the patient while the patient
is inside the scanner.
FONAR expects to be a leader in domestic open MRI market for several reasons. In
MRI, scanning speed and image quality is controlled by the strength of the
magnetic field. Fonar's Upright(TM) and Fonar 360(TM) scanners operate at 0.6
Tesla, which make them among the highest field strength open MRI scanners.
Furthermore, the Upright(TM) MRI is the only MRI which allows patients to be
scanned under weight-bearing conditions. High field MRI manufacturers convinced
the marketplace for FONAR, and the marketplace accepts, that higher field
strength translates directly into superior image quality and faster scanning
speeds. No companies possess the Upright(TM) MRI or Fonar 360(TM) scanners, and
FONAR possesses the pioneer patents on "open MRI" technology.
OTHER IMAGING MODALITIES
Fonar's MRI scanners also compete with other diagnostic imaging systems, all of
which are based upon the ability of energy waves to penetrate human tissue and
to be detected by either photographic film or electronic devices for
presentation of an image on a television monitor. Three different kinds of
energy waves - X-ray, gamma and sound - are used in medical imaging techniques
which compete with MRI medical scanning, the first two of which involve exposing
the patient to potentially harmful radiation. These other imaging modalities
compete with MRI products on the basis of specific applications.
X-rays are the most common energy source used in imaging the body and are
employed in three imaging modalities:
1. Conventional X-ray systems, the oldest method of imaging, are typically
used to image bones and teeth. The image resolution of adjacent structures that
have high contrast, such as bone adjacent to soft tissue, is excellent, while
the discrimination between soft tissue organs is poor because of the nearly
equivalent penetration of x- rays.
2. Computerized Tomography, also referred to as "CT", systems couple
computers to x-ray instruments to produce cross-sectional images of particular
large organs or areas of the body. The CT scanner addresses the need for images,
not available by conventional radiography, that display anatomic relationships
spatially. However, CT images are generally limited to the transverse plane and
cannot readily be obtained in the two other planes, sagittal and coronal.
Improved picture resolution is available at the expense of increased exposure to
x-rays from multiple projections. Furthermore, the pictures obtained by this
method are computer reconstructions of a series of projections and, once
diseased tissue has been detected, CT scanning cannot be focused for more
detailed pictorial analysis or obtain a chemical analysis.
3. Digital radiography systems add computer image processing capability to
conventional x-ray systems. Digital radiography can be used in a number of
diagnostic procedures which provide continuous imaging of a particular area with
enhanced image quality and reduced patient exposure to radiation.
Nuclear medicine systems, which are based upon the detection of gamma radiation
generated by radioactive pharmaceuticals introduced into the body, are used to
provide information concerning soft tissue and internal body organs and
particularly to examine organ function over time.
Ultrasound systems emit, detect and process high frequency sound waves reflected
from organ boundaries and tissue interfaces to generate images of soft tissue
and internal body organs. Although the images are substantially less detailed
than those obtainable with x-ray methods, ultrasound is generally considered
harmless and therefore has found particular use in imaging the pregnant uterus.
X-ray machines, ultrasound machines, digital radiography systems and nuclear
medicine compete with the MRI scanners by offering significantly lower price and
space requirements. However, FONAR believes that the quality of the images
produced by its MRI scanners is generally superior to the quality of the images
produced by those other methodologies.
GOVERNMENT REGULATION
FDA Regulation
The Food and Drug Administration in accordance with Title 21 of the Code of
Federal Regulations regulates the manufacturing and marketing of Fonar's MRI
scanners. The regulations can be classified as either pre-market or post-
market. The pre-market requirements include obtaining marketing clearance,
proper device labeling, establishment registration and device listing. Once the
products are on the market, FONAR must comply with post-market surveillance
controls. These requirements include the Quality Systems Regulation, or "QSR",
also known as Current Good Manufacturing Practices or CGMPs, and Medical Device
Reporting, also referred to as MDR regulations. The QSR is a quality assurance
requirement that covers the design, packaging, labeling and manufacturing of a
medical device. The MDR regulation is an adverse event-reporting program.
Classes of Products
Under the Medical Device Amendments of 1976 to the Federal Food, Drug and
Cosmetic Act, all medical devices are classified by the FDA into one of three
classes. A Class I device is subject only to general controls, such as labeling
requirements and manufacturing practices; a Class II device must comply with
certain performance standards established by the FDA; and a Class III device
must obtain pre-market approval from the FDA prior to commercial marketing.
Fonar's products are Class II devices. Class I devices are subject to the least
regulatory control. They present minimal potential for harm to the user and are
often simpler in design than Class II or Class III devices. Class I devices are
subject to "General Controls" as are Class II and Class III devices. General
Controls include:
1. Establishment registration of companies which are required to register
under 21 CFR Part 807.20, such as manufacturers, distributors, re-packagers and
re- labelers. 2. Medical device listing with FDA of devices to be marketed. 3.
Manufacturing devices in accordance with the Current Good Manufacturing
Practices Quality System Regulation in 21 CFR Part 820. 4. Labeling devices in
accordance with labeling regulations in 21 CFR Part 801 or 809. 5. Submission of
a Premarket Notification, pursuant to 510(k), before marketing a device.
Class II devices are those for which general controls alone are insufficient to
assure safety and effectiveness, and existing methods are available to provide
such assurances. In addition to complying with general controls, Class II
devices are also subject to special controls. Special controls may include
special labeling requirements, guidance documents, mandatory performance
standards and post-market surveillance.
We received approval to market our Beta(TM) 3000 and Beta(TM) 3000M scanners as
Class III devices on September 26, 1984 and November 12, 1985. On July 28, 1988,
the Magnetic Resonance Diagnostic Device which includes MR Imaging and MR
Spectroscopy was reclassified by the FDA to Class II status. Consequently,
Fonar's products are now classified as Class II products. On July 26, 1991,
Fonar received FDA clearance to market the Ultimate(TM) Magnetic Resonance
Imaging Scanner as a Class II device. Fonar received FDA clearance to market the
QUAD(TM) 7000 in April 1995 and the QUAD(TM) 12000 in November 1995. On March
16, 2000, Fonar received FDA clearance to market the Fonar 360(TM) for
diagnostic imaging, the Open Sky(TM) version, and on October 3, 2000 received
FDA clearance for the Upright(TM) MRI.
Premarketing Submission
Each person who wants to market Class I, II and some III devices intended for
human use in the U.S. must submit a 510(k) to FDA at least 90 days before
marketing unless the device is exempt from 510(k) requirements. A 510(k) is a
pre-marketing submission made to FDA to demonstrate that the device to be
marketed is as safe and effective, that is, substantially equivalent, SE, to a
legally marketed device that is not subject to pre-market approval, PMA.
Applicants must compare their 510(k) device to one or more similar devices
currently on the U.S. market and make and support their substantial equivalency
claims.
The FDA is committed to a 90-day clearance after submission of a 510(k),
provided the 510(k) is complete and there is no need to submit additional
information or data.
The 510(k) is essentially a brief statement and description of the product. As
Fonar's scanner products are Class II products, there are no pre-market data
requirements and the process is neither lengthy nor expensive.
An investigational device exemption, also referred to as IDE, allows the
investigational device to be used in a clinical study pending FDA clearance in
order to collect safety and effectiveness data required to support the Premarket
Approval, also referred to as PMA, application or a Premarket Notification
pursuant to 510(k), submission to the FDA. Clinical studies are most often
conducted to support a PMA.
For the most part, however, we have not found it necessary to utilize IDE's. The
standard 90 day clearance for our new MRI scanner products classified as Class
II products makes the IDE unnecessary, particularly in view of the time and
effort involved in compiling the information necessary to support an IDE.
Quality System Regulation
The Quality Management System is applicable to the design, manufacture,
administration of installation and servicing of magnetic resonance imaging
scanner systems. The FDA has authority to conduct detailed inspections of
manufacturing plants, to establish Good Manufacturing Practices which must be
followed in the manufacture of medical devices, to require periodic reporting of
product defects and to prohibit the exportation of medical devices that do not
comply with the law.
Medical Device Reporting Regulation
Manufacturers must report all MDR reportable events to the FDA. Each
manufacturer must review and evaluate all complaints to determine whether the
complaint represents an event which is required to be reported to FDA. Section
820.3(b) of the Quality Systems regulation defines a complaint as, "any written,
electronic or oral communication that alleges deficiencies related to the
identity, quality, durability, reliability, safety, effectiveness, or
performance of a device after it is released for distribution."
A report is required when a manufacturer becomes aware of information that
reasonably suggests that one of their marketed devices has or may have caused or
contributed to a death, serious injury, or has malfunctioned and that the device
or a similar device marketed by the manufacturer would be likely to cause or
contribute to a death or serious injury if the malfunction were to recur.
Malfunctions are not reportable if they are not likely to result in a death,
serious injury or other significant adverse event experience.
A malfunction which is or can be corrected during routine service or device
maintenance still must be reported if the recurrence of the malfunction is
likely to cause or contribute to a death or serious injury if it were to recur.
We have established and maintained written procedures for implementation of the
MDR regulation. These procedures include internal systems that:
provide for timely and effective identification, communication and
evaluation of adverse events;
provide a standardized review process and procedures for determining
whether or not an event is reportable; and
provide procedures to insure the timely transmission of complete reports.
These procedures also include documentation and record keeping requirements for:
information that was evaluated to determine if an event was reportable;
all medical device reports and information submitted to
the FDA;
any information that was evaluated during preparation of annual
certification reports; and
systems that ensure access to information that facilitates timely follow up
and inspection by FDA.
FDA Enforcement
FDA may take the following actions to enforce the MDR regulation:
FDA-Initiated or Voluntary Recalls
Recalls are regulatory actions that remove a hazardous, potentially hazardous,
or a misbranded product from the marketplace. Recalls are also used to convey
additional information to the user concerning the safe use of the product.
Either FDA or the manufacturer can initiate recalls.
There are three classifications, i.e., I, II, or III, assigned by the Food and
Drug Administration to a particular product recall to indicate the relative
degree of health hazard presented by the product being recalled.
Class I
Is a situation in which there is a reasonable probability that the use of, or
exposure to, a violative product will cause serious adverse health consequences
or death.
Class II
Is a situation in which use of, or exposure to, a violative product may cause
temporary or medically reversible adverse health consequences or where the
probability of serious adverse health consequences is remote.
Class III
Is a situation in which use of, or exposure to, a violative product is not
likely to cause adverse health consequences.
FONAR has initiated four Class II recalls. The recalls involved making minor
corrections to the product in the field. Frequently, corrections which are made
at the site of the device are called field corrections as opposed to recalls.
Civil Money Penalties
The FDA, after an appropriate hearing, may impose civil money penalties for
violations of the FD&C Act that relate to medical devices. In determining the
amount of a civil penalty, FDA will take into account the nature, circumstances,
extent, and gravity of the violations, the violator's ability to pay, the effect
on the violator's ability to continue to do business, and any history of prior
violations. The civil money penalty may not exceed $15,000 for each violation
and may not exceed $1,000,000 for all violations adjudicated in a single
proceeding, per person.
Warning Letters
FDA issues written communications to a firm, indicating that the firm may incur
more severe sanctions if the violations described in the letter are not
corrected. Warning letters are issued to cause prompt correction of violations
that pose a hazard to health or that involve economic deception. The FDA
generally issues the letters before pursuing more severe sanctions.
Seizure
A seizure is a civil court action against a specific quantity of goods which
enables the FDA to remove these goods from commercial channels. After seizure,
no one may tamper with the goods except by permission of the court. The court
usually gives the owner or claimant of the seized merchandise approximately 30
days to decide a course of action. If they take no action, the court will
recommend disposal of the goods. If the owner decides to contest the
government's charges, the court will schedule the case for trial. A third option
allows the owner of the goods to request permission of the court to bring the
goods into compliance with the law. The owner of the goods is required to
provide a bond or, security deposit, to assure that they will perform the orders
of the court, and the owner must pay for FDA supervision of any activities by
the company to bring the goods into compliance.
Citation
A citation is a formal warning to a firm of intent to prosecute the firm if
violations of the FD&C Act are not corrected. It provides the firm an
opportunity to convince FDA not to prosecute.
Injunction
An injunction is a civil action filed by FDA against an individual or company.
Usually, FDA files an injunction to stop a company from continuing to
manufacture, package or distribute products that are in violation of the law.
Prosecution
Prosecution is a criminal action filed by FDA against a company or individual
charging violation of the law for past practices.
Foreign and Export Regulation
We obtain approvals as necessary in connection with the sales of our products in
foreign countries. In some cases, FDA approval has been sufficient for foreign
sales as well. Our standard practice has been to require either the distributor
or the customer to obtain any such foreign approvals or licenses which may be
required.
Legally marketed devices that comply with the requirements of the Food Drug &
Cosmetic Act require a Certificate to Foreign Government issued by the FDA for
export. Other devices that do not meet the requirements of the FD&C Act but
comply with the laws of a foreign government require a Certificate of
Exportability issued by the FDA. All products which we sell have FDA clearance
and would fall into the first category.
Foreign governments have differing requirements concerning the import of medical
devices into their respective jurisdictions. The European Union, also referred
to as EU, made up of 25 individual countries, has some essential requirements
described in the EU's Medical Device Directive, also referred to as MDD. In
order to export to one of these countries, we must meet the essential
requirements of the MDD and any additional requirements of the importing
country. The essential requirements are similar to some of the requirements
mandated by the FDA. In addition the MDD requires that we enlist a Notified Body
to examine and assess our documentation, a Technical Construction File, and
verify that the product has been manufactured in conformity with the
documentation. The notified body must carry out or arrange for the inspections
and tests necessary to verify that the product complies with the essential
requirements of the MDD, including safety performance and Electromagnetic
Compatibility, also referred to as EMC. Also required is a Quality System,
ISO-9001, assessment by the Notified Body. We were approved for ISO 9001
certification for its Quality Management System in April, 1999.
We received clearance to sell the QUAD(TM) scanners in the EU in May, 1999.
Clearances for the Fonar 360(TM) and Upright(TM) MRI scanners were obtained in
May, 2002.
Other countries such as China and Russia require that their own testing
laboratories perform an evaluation of our devices. This requires that we must
bring the foreign agency's personnel to the USA to perform the evaluation at our
expense before exporting.
Some countries, including many in Latin America and Africa, have very few
regulatory requirements.
Because our export sales are not material at this point, foreign regulation does
not have a material effect on us. In any case, we do not believe that foreign
regulation will deter its efforts to penetrate foreign markets.
Reimbursement to Medical Providers for MRI Scans
Effective November 22, 1985, the Department of Health and Human Services
authorized reimbursement of MRI scans under the Federal Medicare program. In
addition, most private insurance companies have authorized reimbursement for MRI
scans.
Anti-Kickback and Self-Referral Legislation
Proposed and enacted legislation at the State and Federal levels has restricted
referrals by physicians to medical and diagnostic centers in which they or their
family members have an interest. In addition, regulations have been adopted by
the Secretary of Health and Human Services which provide limited "safe harbors"
under the Medicare Anti-Kickback Statute. These safe harbors describe payments
and transactions which are permitted between an entity receiving reimbursement
under the Medicare program and those having an interest in or dealings with the
entity. Although the Company cannot predict the overall effect of the adoption
of these regulations on the medical equipment industry, the use and continuation
of limited partnerships, where investors may be referring physicians, to own and
operate MRI scanners could be greatly diminished.
HEALTH MANAGEMENT CORPORATION OF AMERICA
PHYSICIAN AND DIAGNOSTIC SERVICES MANAGEMENT BUSINESS
Health Management Corporation of America, formerly known as U.S. Health
Management Corporation and referred to as "HMCA", was organized by us in March
1997. HMCA is a wholly-owned subsidiary which engages in the business of
providing comprehensive management services to imaging facilities. The services
we provide include development, administration, leasing of office space,
facilities and medical equipment, provision of supplies, staffing and
supervision of non-medical personnel, legal services, accounting, billing and
collection and the development and implementation of practice growth and
marketing strategies.
HMCA currently manages 12 MRI facilities. In April 2003, HMCA sold the portion
of its business which managed primary care medical practices, and in July 2005,
HMCA sold the portion of its business engaged in the management of physical
therapy and rehabilitation practices. This was the result of HMCA's decision to
focus on management of MRI facilities, the business in which HMCA is most
experienced. For the 2006 fiscal year, the revenues HMCA recognized from the MRI
facilities were $12.7 million and the revenues recognized from the physical
therapy and rehabilitation practices were $648,000. For the 2005 fiscal year,
the revenues HMCA recognized from the MRI facilities were $14.0 million and the
revenues recognized from the physical therapy and rehabilitation practices were
$9.7 million.
HMCA GROWTH STRATEGY
HMCA's growth strategy focuses on upgrading and expanding the existing
facilities it manages and expanding the number of facilities it manages for its
clients. Our most important effort in this regard is to promote and facilitate
the replacement of existing MRI scanners with new Fonar Upright(TM)/Stand-
Up(TM) MRI scanners at the most promising locations. To date, we have
Upright(TM) MRI scanners at the MRI facilities we manage in Islandia, New York,
Staten Island, New York, Bensonhurst, New York, Melville, New York, East
Elmhurst, New York, East Setauket, New York, Boca Raton, Florida, Ormond Beach,
Florida, Tallahassee, Florida and Latham, New York.
In connection with its focus on managing MRI facilities, HMCA decided to sell
its business of managing physical therapy and rehabilitation practices. The sale
was completed on July 28, 2005, following the end of the 2005 fiscal year.
The sale was made pursuant to an asset purchase agreement. The assets sold
consisted principally of the management agreements with the physical therapy and
rehabilitation facilities, the assignment of other agreements and rights
utilized in our physical therapy and rehabilitation facility management
business, the physical therapy equipment, a portion of the accounts receivable
and office furnishings and equipment we provided to the physical therapy and
rehabilitation facilities.
The sale was made to Health Plus Management Services, L.L.C. There is no
material relationship between Health Plus and Fonar, HMCA, or any of their
respective subsidiaries, directors or officers or associates of any such person.
The two principals of Health Plus were employed by HMCA up to the time of the
closing of the transaction. In consideration for the termination of their
employment agreements, these two individuals each became entitled to receive
$800,000. In addition, each became entitled to receive $200,000 for billing and
collection services to be provided on behalf of HMCA with respect to a portion
of the accounts receivable of certain physical therapy and rehabilitation
facilities which arose during the period when we were engaged in the management
of those facilities. The $1,000,000 payable was paid in shares of Fonar common
stock.
The purchase price under the asset purchase agreement was $6.6 million, payable
pursuant to a promissory note in 120 monthly installments commencing on August
28, 2005. The first twelve installments are interest only and the remaining 108
payments will consist of equal installments of principal and interest in the
amount of $76,014 each. The note 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.
PHYSICIAN AND DIAGNOSTIC MANAGEMENT SERVICES
HMCA's services to the facilities it manages encompass substantially all of
their business operations. Each facility is controlled, however, by the
physician owner, not HMCA, and all medical services are performed by the
physicians and other medical personnel under the physician owner's supervision.
HMCA is the management company and performs services of a non-professional
nature. These services include:
1. Offices and Equipment. HMCA identifies, negotiates leases for and/or
provides office space and equipment to its clients. This includes
technologically sophisticated medical equipment. HMCA also provides improvements
to leaseholds, assistance in site selection and advice on improving, updating,
expanding and adapting to new technology.
2. Personnel. HMCA staffs all the non-medical positions of its clients with
its own employees, eliminating the client's need to interview, train and manage
non-medical employees. HMCA processes the necessary tax, insurance and other
documentation relating to employees.
3. Administrative. HMCA assists in the scheduling of patient appointments,
purchasing of medical supplies and equipment and handling of reporting,
accounting, processing and filing systems. It prepares and files the physician
portions of complex forms to enable its clients to participate in managed care
programs and to qualify for insurance reimbursement. We assist the clients to
implement programs and procedures to ensure full and timely regulatory
compliance and appropriate cost reimbursement under no-fault insurance and
workers' compensation guidelines, as well as compliance with other applicable
governmental requirements and regulations, including HIPAA and other privacy
requirements.
4. Billing and Collections. HMCA is responsible for the billing and
collection of revenues from third-party payors including those governed by
no-fault and workers' compensation statutes.
5. Cost Saving Programs. Based on available volume discounts, HMCA seeks to
obtain favorable pricing for medical supplies, equipment, contrast agents, such
as gadolinuim, and other inventory for its clients.
6. Diagnostic Imaging and Ancillary Services. HMCA can offer access to
diagnostic imaging equipment through diagnostic imaging facilities it manages.
The Company is expanding the ancillary services offered in its network to
include CT-scans, x-rays, ultrasound, and other ancillary services useful to its
clients.
7. Marketing Strategies. HMCA is responsible for developing marketing plans
for its clients.
8. Expansion Plans. HMCA assists the clients in developing expansion plans
including the opening of new or replacement facilities where appropriate.
HMCA advises clients on all aspects of their businesses, including expansion
where it is a reasonable objective, on a continuous basis. HMCA's objective is
to free physicians from as many non-medical duties as is practicable. Practices
can treat patients more efficiently if the physicians can spend less time on
business and administrative matters and more time practicing medicine.
HMCA provides its services pursuant to negotiated contracts with its clients.
While HMCA believes it can provide the greatest value to its clients by
furnishing the full range of services appropriate to that client, HMCA would
also be willing to enter into contracts providing for a more limited spectrum of
management services.
In the case of contracts with the MRI facilities, fees are charged by HMCA based
on the number of procedures performed. In the case of the physical therapy and
rehabilitation practices we previously managed, flat fees were charged on a
monthly basis. Fees are subject to adjustment on an annual basis, but must be
based on mutual agreement. The per procedure charges to the MRI facilities range
from $250 to $500 per MRI scan. No MRI facilities or physical therapy and
rehabilitation facilities are or were owned by HMCA.
The facilities enter into contracts with third party payors, including managed
care companies. Neither HMCA's clients nor HMCA participate in any capitated
plans or other risk sharing arrangements. Capitated plans are those HMO programs
where the provider is paid a flat monthly fee per patient.
HMCA MARKETING
HMCA's marketing strategy is to expand the business and improve the facilities
which it manages. HMCA will also seek to increase the number of locations of
those facilities where market conditions are promising. HMCA will seek to
promote growth of its clients' patient volume and revenue through installing new
Upright(TM) MRI scanners at MRI facilities.
DIAGNOSTIC IMAGING FACILITIES AND OTHER ANCILLIARY SERVICES
Diagnostic imaging facilities managed by HMCA provide diagnostic imaging
services to patients referred by physicians who are either in private practice
or affiliated with managed care providers or other payor groups. The facilities
are operated in a manner which eliminates the admission and other administrative
inconveniences of in-hospital diagnostic imaging services. Imaging services are
performed in an outpatient setting by trained medical technologists under the
direction of physicians. Following diagnostic procedures, the images are
reviewed by the interpreting physicians who prepare a report of these tests and
their findings. These reports are transcribed by HMCA personnel and then
delivered to the referring physician.
HMCA develops marketing programs in an effort to establish and maintain
profitable referring physician relationships and to maximize reimbursement
yields. These marketing approaches identify and target selected market segments
consisting of area physicians with certain desirable medical specialties and
reimbursement yields. Corporate and facility managers determine these market
segments based upon an analysis of competition, imaging demand, medical
specialty and payor mix of each referral from the local market. HMCA also
directs marketing efforts at managed care providers.
Managed care providers have become an important factor in the diagnostic imaging
industry. To further its position, HMCA will seek to expand the imaging
modalities offered at its managed diagnostic imaging facilities.
HMCA COMPETITION
The physician and diagnostic management services field is highly competitive. A
number of large hospitals have acquired medical practices and this trend may
continue. HMCA expects that more competition will develop. Many competitors have
greater financial and other resources than HMCA.
With respect to the diagnostic imaging facilities managed by HMCA, the
outpatient diagnostic imaging industry is highly competitive. Competition
focuses primarily on attracting physician referrals at the local market level
and increasing referrals through relationships with managed care organizations.
HMCA believes that principal competitors for the diagnostic imaging centers are
hospitals and independent or management company-owned imaging centers.
Competitive factors include quality and timeliness of test results, ability to
develop and maintain relationships with managed care organizations and referring
physicians, type and quality of equipment, facility location, convenience of
scheduling and availability of patient appointment times. HMCA believes that it
will be able to effectively meet the competition in the outpatient diagnostic
imaging industry by installing the new Fonar Upright(TM) MRI scanners at its
most promising facilities.
GOVERNMENT REGULATION APPLICABLE TO HMCA
FEDERAL REGULATION
Stark Law
Under the federal Self-Referral Law, also referred to as the "Stark Law", which
is applicable to Medicare and Medicaid patients, and the self-referral laws of
various States, certain health practitioners, including physicians,
chiropractors and podiatrists, are prohibited from referring their patients for
the provision of designated health services, including diagnostic imaging and
physical therapy services, to any entity with which they or their immediate
family members have a financial relationship, unless the referral fits within
one of the specific exceptions in the statutes or regulations. Statutory
exceptions under the Stark Law include, among others, direct physician services,
in-office ancillary services rendered within a group practice, space and
equipment rental and services rendered to enrollees of certain prepaid health
plans. Some of these exceptions are also available under the State self-referral
laws. HMCA believes that it and its clients are in compliance with these laws.
Anti-kickback Regulation
Under the federal Anti-kickback statute, which is applicable to Medicare and
Medicaid, it is illegal, among other things, for a provider of MRI services to
pay or offer money or other consideration to induce the referral of MRI scans.
Neither HMCA nor its clients engage in this practice.
In fiscal 2006, approximately 18.2% of the revenues of HMCA's clients were
attributable to Medicare and 1.1% were attributable to Medicaid. In fiscal 2005,
approximately 9.9% of the revenues of HMCA's clients were attributable to
Medicare and 0.5% were attributable to Medicaid.
State Regulation
In addition to the federal self-referral law and federal Anti-kickback statute,
many States, including those in which HMCA and its clients operate, have their
own versions of self-referral and anti-kickback laws. These laws are not limited
in their applicability, as are the federal laws, to specific programs. HMCA
believes that it and its clients are in compliance with these laws.
Various States prohibit business corporations from practicing medicine. Various
States also prohibit the sharing of professional fees or fee splitting.
Consequently, HMCA leases space and equipment to clients and provides clients
with a range of non-medical administrative and managerial services for agreed
upon fees. HMCA does not engage in the practice of medicine or establish
standards of medical practice or policies for its clients in any State even
where permitted.
HMCA's clients generate revenue from patients covered by no-fault insurance and
workers' compensation programs. For the fiscal year ended June 30, 2006
approximately 43.0% of our clients' receipts were from patients covered by no-
fault insurance and approximately 4.1% of our client's receipts were from
patients covered by worker's compensation programs. For the fiscal year ended
June 30, 2005, approximately 59.3% of HMCA's clients' receipts were from
patients covered by no-fault insurance and approximately 6.2% of HMCA's clients'
receipts were from patients covered by workers compensation programs. In the
event that changes in these laws alter the fee structures or methods of
providing service, or impose additional or different requirements, HMCA could be
required to modify its business practices and services in ways that could be
more costly to HMCA or in ways that decrease the revenues which HMCA receives
from its clients.
HMCA believes that it and its clients are in compliance with applicable Federal,
State and local laws. HMCA does not believe that such laws will have any
material effect on its business.
EMPLOYEES
As of July 1, 2006, we employed 409 persons on a full-time and part-time basis.
Of such employees, 45 were engaged in marketing and sales, 51 in research and
development, 77 in production, 49 in customer support services, 187 in
administration, including 97 on site at facilities and offices managed by HMCA
and 54 performing billing, collection and transcription services for those
facilities.
ITEM 2. PROPERTIES
Fonar leases approximately 135,240 square feet of office and plant space at its
principal offices in Melville, New York and at two other locations in Melville
and Farmingdale, New York at a current aggregate annual rental rate of
$1,138,060, excluding utilities, taxes and other related expenses. The term of
one of the leases includes options to renew up through 2008 and the terms of the
other leases extend to 2013. Management believes that these premises are
adequate for its current needs. HMCA leases approximately 16,850 square feet for
its headquarters in Melville, New York at a current annual rental rate of
$450,463. The term of the lease extends through September, 2009. In addition,
HMCA maintains leased office premises for its clients having an aggregate annual
rental rate of approximately $803,000 under leases having various terms.
ITEM 3. LEGAL PROCEEDINGS
There is no material litigation pending, or to its knowledge, threatened against
the Company.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
On June 28, 2006, we held our annual meeting of stockholders. The matters before
the meeting were 1. the election of directors, 2. the ratification of the
Company's 2005 Supplemental Stock Bonus plan and 3. the ratification of the
selection of auditors for fiscal 2006. All nominees for directors were elected
and all other proposals were approved, including the selection of Marcum &
Kliegman LLP as the Company's auditors for fiscal 2006. All of the directors
elected, Raymond V. Damadian, Claudette J.V. Chan, Robert Janoff, Charles N.
O'Data and Robert Djerejian, were sitting directors. The plan ratified by the
stockholders was the 2005 Supplemental stock bonus plan. The table below lists
the votes cast for, against or withheld, as well as abstentions and broker non-
votes.
(1) Election of Directors:
FOR WITHHELD
----------- ---------
Raymond V. Damadian 322,476,584 5,682,108
Claudette J.V. Chan 323,356,198 4,802,493
Robert J. Janoff 323,405,221 4,753,470
Charles N. O'Data 323,407,799 4,735,892
Robert Djerejian 323,436,150 4,707,542
(2) Ratification of the Supplemental Stock Bonus Plan
FOR AGAINST ABSTAIN BROKER NON-VOTES
----------- --------- ------- ----------------
254,447,688 6,771,056 781,701 64,667,135
(3) Ratification of Auditors Marcum & Kliegman LLP
FOR AGAINST ABSTAIN BROKER NON-VOTES
----------- --------- ------- ----------------
325,476,534 1,910,132 772,025 0
Part II
ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
Our Common Stock is traded in the Nasdaq SmallCap market under the National
Association of Securities Dealers Automated Quotation System, also referred to
as "NASDAQ", symbol FONR. The following table sets forth the high and low
trades reported in NASDAQ System for the periods shown.
Fiscal Quarter High Low
----------------------------- ---- ----
January - March 2004 1.59 1.15
April - June 2004 1.52 1.13
July - Septembe 2004 1.32 1.00
October - December 2004 1.88 1.02
January - March 2005 1.78 1.19
April - June 2005 1.42 1.14
July - September 2005 1.29 1.01
October - December 2005 1.12 .67
January - March 2006 .85 .57
April - June 2006 .80 .26
July - August 30 2006 .62 .33
On August 30, 2006, we had approximately 4,616 stockholders of record of our
Common Stock, 10 stockholders of record of our Class B Common Stock, 4
stockholders of record of our Class C Common Stock and 3,916 stockholders of
record of our Class A Non-voting Preferred Stock.
At the present time, the only class of our securities for which there is a
market is the Common Stock.
During fiscal 2006 we received notices from NASDAQ that our common stock would
be delisted unless the market price recovered and increased for at least ten
consecutive trading days to $1.00 per share. Originally the date by which this
was required to occur was June 20, 2006, but since FONAR was then in compliance
with NASDAQ's other listing requirements, an extension of six months to December
20, 2006 was granted.
We paid cash dividends in fiscal 1998 and the first three quarters of fiscal
1999 on monies we received from the enforcement of our patents. Except for these
dividends, we have not paid any cash dividends. Except for these dividends,
however, we expect that we will retain earnings to finance the development and
expansion of our business.
Item 6. SELECTED FINANCIAL DATA
The following selected consolidated financial data has been extracted from our
consolidated financial statements for the five years ended June 30, 2006. This
consolidated selected financial data should be read in conjunction with our
consolidated financial statements and the related notes included in Item 8 of
this form.
As of and For the Periods Ended June 30,
----------------------------------------
2006 2005 2004 2003 2002
------------ ----------- ----------- ------------ ------------
STATEMENT OF
OPERATIONS
Revenues $33,076,000 $104,899,000 $71,609,000 $52,892,000 $43,161,000
Cost of
revenues $26,950,000 $ 67,331,000 $44,945,000 $32,894,000 $24,954,000
Research and
Development
Expenses $6,868,000 $ 6,007,000 $ 5,491,000 $ 5,164,000 $ 5,100,000
Net (Loss)
Income from
continuing
operations $(29,963,000) $1,014,000 ($9,494,000) ($15,201,000) ($16,956,000)
Net Gain
(Loss) from
discontinued
operations $ --- $ --- $ --- $ 194,000 ($5,926,000)
Basic and
Diluted
Net Income
(Loss)
per common
share-
continuing
operations $ (.27) $ .01 $ (.10) $ (.20) $ (.27)
Basic and
Diluted
Net Gain
(Loss) per
common
share-
discontinued
operations $ --- $ --- $ --- $ --- $ (.09)
Basic
Weighted
average number
of shares
outstanding 110,403,128 101,591,997 91,027,951 75,816,973 63,511,814
Diluted
Weighted
average number
of shares
outstanding 110,403,128 105,505,705 91,027,951 75,816,973 63,511,814
BALANCE SHEET DATA
Working
capital (1) 14,237,000 $36,224,000 $22,593,000 $13,517,000 $14,107,000
Total
Assets 57,230,000 $76,094,000 $77,201,000 $58,749,000 $73,129,000
Long-term
debt and
obligations
under capital
leases (1) 1,406,000 $ 1,392,000 $ 6,702,000 $ 1,930,000 $ 9,624,000
Stockholder's
equity 30,419,000 $51,869,000 $43,154,000 $32,379,000 $35,695,000
(1) Amounts as of and for the year ended June 30, 2002 have been adjusted for
the reclassification of discontinued operations.
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATION.
INTRODUCTION.
Fonar was formed in 1978 to engage in the business of designing, manufacturing
and selling MRI scanners. In 1997, we formed a wholly-owned subsidiary, Health
Management Corporation of America, also referred to as "HMCA", formerly known as
U.S. Health Management Corporation, in order to expand into the physician and
diagnostic management services business.
Fonar's principal MRI products are its Stand-Up(TM)/Upright(TM) MRI and Fonar
360(TM) MRI scanners. The Stand-Up(TM) MRI allows patients to be scanned for the
first time under weight-bearing conditions. The Company has been aggressively
seeking new sales and during fiscal 2006 and 2005, respectively received orders
for 18 and 30 Stand-Up(TM) MRI scanners. The Stand-Up(TM) MRI is the only MRI
capable of producing images in the weight bearing state.
In fiscal 2005, we received our first order for a 360(TM) MRI scanner, bringing
the total number of orders for our MRI scanners to 31 in fiscal 2005.
At 0.6 Tesla field strength, the Upright(TM) MRI and Fonar 360(TM) magnets are
among the highest field open MRI scanners in the industry, offering non-
claustrophobic MRI together with high-field image quality. Fonar's open MRI
scanners were the first high field strength MRI scanners in the industry.
HMCA commenced operations in July, 1997 and generates revenues from providing
comprehensive management services, including development, administration,
accounting, billing and collection services, together with office space, medical
equipment, supplies and non-medical personnel to its clients. Revenues are in
the form of fees which are earned under contracts with MRI facilities and
physical rehabilitation practices. Since April 2003, HMCA has not engaged in the
management of primary care medical practices. Since July 2005, HMCA has engaged
only in the management of MRI facilities, having sold the portion of its
business engaged in the management of physical therapy and rehabilitation
practices.
For the fiscal years ended June 30, 2006, June 30, 2005, 95.2% and 96.2%,
respectively, of HMCA's revenues were derived from contracts with facilities and
practices owned by Dr. Raymond V. Damadian, the President of FONAR and HMCA and
principal stockholder of FONAR. The agreements with the MRI facilities are for
one-year terms which renew automatically on an annual basis, unless terminated.
The fees are based on the number of procedures performed and currently range
from $250 to $500 per MRI scan. The fees are reviewed and if appropriate,
adjusted on an annual basis by mutual agreement.
Effective as of June 1, 2005 agreements were entered into with new practices
with the new owners of the physical therapy and rehabilitation practices who had
no affiliation with Dr. Damadian, Fonar or HMCA. These agreements were assigned
in connection with the sale of the portion of HMCA's business managing physical
therapy and rehabilitation practices. Historically, adjustments were made on the
basis of changes in HMCA's costs, plus a percentage of costs. The monthly fees
under these contracts with the physical rehabilitation practices ranged from
approximately $110,000 to $205,000.
Critical Accounting Policies
----------------------------
Our discussion and analysis of our financial condition and results of operations
are based upon our consolidated financial statements, which have been prepared
in accordance with accounting principles generally accepted in the United States
of America. The preparation of these consolidated financial statements requires
us to make estimates and judgments that affect the reported amounts of assets,
liabilities, revenues and expenses, and related disclosure of contingent assets
and liabilities. On an on-going basis, we evaluate our estimates, including
those related to investments, intangible assets, income taxes, contingencies and
litigation. We base our estimates on historical experience and on various
assumptions that we believe to be reasonable under the circumstances, the
results of which form the basis for making judgments about the carrying values
of assets and liabilities that are not readily apparent from other sources.
Actual results may differ from these estimates under different assumptions or
conditions.
We believe the following critical accounting policies affect our more
significant judgments and estimates used in the preparation of our consolidated
financial statements. We recognize revenue and related costs of revenue from
sales contracts for our MRI scanners, under the percentage-of-completion method.
Under this method, we recognize revenue and related costs of revenue, as each
sub-assembly is completed. Amounts received in advance of our commencement of
production are recorded as customer advances.
We record a valuation allowance to reduce our deferred tax assets to the amount
that is more likely than not to be realized. As of June 30, 2006, we recorded a
valuation allowance which reduced our deferred tax assets to equal our deferred
tax liability.
We amortize our intangible assets, including patents, purchased management
agreements and capitalized software development costs, over the shorter of the
contractual/legal life or the estimated economic life. Our amortization life for
patents, purchased management agreements and capitalized software development
costs is 15 to 17 years, 20 years and 5 years, respectively.
We periodically assess the recoverability of long-lived assets, including
property and equipment, intangibles and management agreements, when there are
indications of potential impairment, based on estimates of undiscounted future
cash flows. The amount of impairment is calculated by comparing anticipated
discounted future cash flows with the carrying value of the related asset. In
performing this analysis, management considers such factors as current results,
trends, and future prospects, in addition to other economic factors.
RESULTS OF OPERATIONS. FISCAL 2006 COMPARED TO FISCAL 2005
In fiscal 2006, we experienced a net loss of $30.0 million on revenues of $33.1
million, as compared to a net income of $1.0 million on revenues of $104.9
million for fiscal 2005. This represents a decrease in revenues of 68.5%. This
was due mostly to decreased product sales and management fees. In addition,
notwithstanding decreased revenues, total cost and expenses decreased by only
39.2%. We have been reluctant to make drastic cuts to date because we anticipate
that our sales results will improve and we will need to have maintained our
current capacity. Our consolidated operating results decreased by $31.4 million
to an operating loss of $29.7 million for fiscal 2006 as compared to an
operating income of $1.7 million for fiscal 2005.
Discussion of Operating Results of Medical Equipment Segment
Fiscal 2006 Compared to Fiscal 2005
------------------------------------------------------------
Revenues attributable to our medical equipment segment decreased by 75.7% to
$19.7 million in fiscal 2006 from $81.3 million in fiscal 2005, reflecting a
decrease in product sales revenues of 84.8%, from $73.1 million in fiscal 2005
to $11.1 million in fiscal 2006, offset by an increase in service revenue of
47.7%, from $5.8 million in fiscal 2005 to $8.6 million in fiscal 2006. This
decline in revenues was attributable to a reduction in sales of our Upright(TM)
MRI. Notwithstanding the dramatic decrease in revenues, which are recognized at
certain benchmarks in the production of the scanner, the decline in orders was
not as great, decreasing 41.9% from 31 scanners in fiscal 2005 to 18 scanners in
fiscal 2006. We attribute this decline primarily to a concern on the part of
potential customers about MRI scan reimbursements from medical insurance,
no-fault insurance, worker's compensation and Federal and State programs, most
significantly Medicare and Medicaid. Even in our own management of MRI
facilities by HMCA, we have noticed an increasing resistance to paying claims by
insurers. Also of concern is the Deficit Reduction Act which, if it becomes law,
is expected to reduce Medicare funding available for MRI imaging.
We anticipate an improvement in our Upright(TM) MRI sales because the
Upright(TM) MRI is unique in that it permits MRI scans to be performed on
patients upright in the weight-bearing state and in multiple positions that
correlate with symptoms. An important event in our ongoing effort to educate
both the medical community and payors about the benefits, if not necessity, of
utilizing Upright(TM) MRI scanning, occurred subsequent to the end of fiscal
2006 when we sold an Upright(TM) MRI scanner to the largest orthopedic hospital
in the Netherlands, St. Maartenskliniek. Upon placing the order, the Chairman of
Spine Surgery at St. Maartenskliniek expressed the view that for their hospital
to continue to engage in spine surgery without FONAR's Upright(TM) MRI
technology, now that it was available was "unacceptable" and that owning the
scanner "was not optional, but mandatory". He further stated that "[o]nce our
active research program has discovered the benefits of this new FONAR technology
for patients, we intend to publish the results in a lot of peer reviewed
scientific journals".
In addition, significant progress is being made in developing the FONAR 360(TM)
MRI scanner so that it can be used in interventional procedures. At the
Oxford-Nuffield site in the United Kingdom, where we installed the first FONAR
360(TM) MRI, FONAR software engineers have completed and installed our 2nd
generation tracking software, 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, in order to inject therapeutic
agents directly into the tissue.
The increase in service revenue is a result primarily of our increase scanner
base, as scanners sold in previous years become service customers after the
warranty period expires.
During the fiscal years ended June 30, 2006 and June 30, 2005, respectively, we
received orders for 18 and 30 Upright(TM) MRI scanners. In addition to 30
Upright(TM) MRI scanners, we received our first order for a Fonar 360(TM)
scanner in fiscal 2005, the installation of which was completed in fiscal 2006.
Product sales to unrelated parties decreased by 87.8% in fiscal 2006 from $66.9
million in fiscal 2005 to $8.2 million in fiscal 2006. Product sales to related
parties decreased by 52.0% in fiscal 2006 from $6.2 million in fiscal 2005 to
$3.0 million in fiscal 2006. We believe that one of our principal challenges in
achieving greater market penetration is attributable to the better name
recognition and larger sales forces of our larger competitors such as General
Electric, Siemens, Hitachi, Philips and Toshiba and the ability of some of our
competitors to offer attractive financing terms through affiliates, such as G.E.
Capital. Nevertheless, no other competitor offers a whole body weight bearing
MRI scanner such as the Upright(TM) MRI, and the General Electric Medical
Systems division of General Electric acts as a manufacturer's representative for
the Stand-Up(TM) MRI.
We believe that our aggregate product sales to unrelated parties of Upright(TM)
Scanners shows that we are successfully meeting that challenge.
The operating results for the medical equipment segment declined by $25.5
million from an income of $752,000 in fiscal 2005 to a loss of $24.7 million in
fiscal 2006. This decline is attributable to a decrease in our scanner sales.
We recognized revenues of $10.5 million from the sale of our Upright(TM) MRI
scanners and the balance of $383,589 from the sale of our first Fonar 360(TM)
MRI scanner in fiscal 2006. In fiscal 2005, we recognized revenues of $71.7
million from the sale of Upright(TM) MRI scanners and $764,031 from the sale of
our first Fonar 360(TM) MRI scanner in fiscal 2005.
Sales of MRI scanners to related parties, consisting of professional
corporations and other entities in which Dr. Damadian or members of his family
have an interest represented approximately 9.0%, or $3.0 million, of our
revenues in fiscal 2006, as compared to 5.9%, or $6.2 million, of our revenues
in fiscal 2005. We believe concerns about payor reimbursements adversely
affected these sales as well as sales to unrelated parties.
License and royalty revenue declined to $0.00 in fiscal 2006 from approximately
$2.3 million in fiscal 2005.
Research and development expenses, net of capitalized costs, increased by 14.3%
to $6.9 million in fiscal 2006 as compared to $6.0 million in fiscal 2005. Our
expenses for fiscal 2006 represented continued research and development of
Fonar's scanners, Fonar's new hardware and software product, Sympulse(TM) and
new surface coils to be used with the Stand-Up(TM) MRI scanner.
Discussion of Operating Results of Physician and Diagnostic Services Management
Segment.
Fiscal 2006 Compared to Fiscal 2005
-------------------------------------------------------------------------------
Revenues attributable to the Company's physician and diagnostic services
management segment, HMCA, decreased by 43.4% to $13.4 million in fiscal 2006
from $23.6 million in fiscal 2005. The decrease in revenues reflected decreases
resulting from sale of HMCA's physical therapy and rehabilitation facility
management business. HMCA has elected to manage only MRI facilities. Presently,
ten of the 12 MRI facilities managed by HMCA have Upright(TM) MRI scanners and
additional upgrades are planned.
Cost of revenues as a percentage of the related revenues for our physician and
diagnostic services management segment increased from $14.5 million or 61.3% of
related revenues for the year ended June 30, 2005 to $9.4 million, or 70.4% of
related revenue for the year ended June 30, 2006. This resulted from our
inability to benefit from reduced costs per scanner that would have resulted if
there had been a higher volume of sales in fiscal 2006.
Operating results of this segment declined from an operating income of $912,000
in fiscal 2005 to operating loss of $5.0 million in fiscal 2006. We attribute
the decline to HMCA's sale of its physical therapy and rehabilitation facility
management business.
Discussion of Certain Consolidated Results of Operations
Fiscal 2006 Compared to Fiscal 2005
--------------------------------------------------------
We recognized interest income of $809,691 in 2006 as compared to $546,648 in
fiscal 2005, representing an increase of 48.1%. The increase was attributable
primarily to an increase in interest rates on our investments in marketable
securities.
Interest expense of $281,903 was recognized in fiscal 2006, increasing from
$232,227 in fiscal 2005 and representing a increase of 21.4%. The increase was
attributable primarily to new capital lease obligations.
Notwithstanding that revenue decreased by 68.5%, selling, general and
administrative expenses, exclusive of compensatory element of stock issuances,
decreased by 7.9% to $24.0 million in fiscal 2006 from $26.0 million in fiscal
2005. Essentially, we decided not to cut payroll and other overhead expenditures
since we anticipate that sales will improve and we will be in a better position
if we maintain our capacity.
The decrease in compensatory element of stock issuances from approximately $3.1
million in fiscal 2005 to $1.9 million in fiscal 2006 reflected the continued
but reduced use of Fonar's stock bonus plans to pay certain highly compensated
employees and others in stock rather than in cash.
The higher provision for bad debt of $1.5 million in fiscal 2006 as compared to
$164,000 in fiscal 2005, reflected an increase in reserves and write-offs of
certain indebtedness by our physician and diagnostic services management
segment. This reflected a higher level of concern over the ability of HMCA's
clients to pay past management fees due to issues and the settlement of issues
with payors.
We are enthusiastic about the future of our Upright(TM) MRI and FONAR 360(TM)
scanners which bring a new plateau of openness to diagnostic MRI and are
expected to bring a new frontier in performing MRI guided intervention. We
believe our new products have begun to successfully penetrate the market, as
reflected in the dramatic increase in product sales from approximately $6.1
million in fiscal 2001 to $11.6 million in fiscal 2002, to $24.9 million in
fiscal 2003, to $43.0 million in fiscal 2004 and to $73.1 million in fiscal
2005, notwithstanding lower revenues of 11.1 million in fiscal 2006. In addition
to our success with our Upright(TM) MRI, we received an order for our first
Fonar 360(TM) in the first quarter of fiscal 2005.
Service and repair fees also have steadily increased, as reflected by the
increase in service and repair fees from $2.0 million in fiscal 2001 to $2.2
million in fiscal 2002 to $2.5 million in fiscal 2003 to $3.2 million in fiscal
2004 to $5.8 million in fiscal 2005 and to $8.6 million in fiscal 2006.
Continuing our tradition as the originator of MRI, we remain committed to
maintaining our position as a leading innovator of the industry through
aggressive investing in research and development. In fiscal 2006 we continued
our investment in the development of our new MRI scanners, together with
software and upgrades, with an investment of $7,581,898 in research and
development, $714,253 of which was capitalized, as compared to $6,752,755,
$745,994 of which was capitalized, in fiscal 2005. The research and development
expenditures were approximately 38.5% of revenues attributable to our medical
equipment segment, and 22.9% of total revenues, in 2006 and 8.3% of medical
equipment segment revenues, and 6.4% of total revenues in fiscal 2005. This
represented a 12.3% increase in research and development expenditures in fiscal
2006 as compared to fiscal 2005.
In summary, Fonar's trend of steadily increasing MRI scanner sales, most
dramatically the increase in Upright(TM) MRI scanner sales revenues from fiscal
2001 through fiscal 2005, experienced a setback in fiscal 2006. We anticipate
that scanner sales revenues will improve due to the unique capability of the
Upright(TM) MRI scanner to scan patients in weight-bearing positions and future
sales of the Fonar 360(TM) for image guided interventional procedures and
treatments. Service revenues have increased over the past five fiscal years.
The physician and diagnostic services management segment, HMCA, revenues
increased, from $23.0 million in fiscal 2004 to $23.6 in fiscal 2005 and then
decreased to $13.4 million in fiscal 2006. This is primarily attributed to the
sale of HMCA's physical therapy and rehabilitation facility management business,
which had generated revenues of $9.7 million in fiscal 2005.
We have been taking steps to improve HMCA revenues by closing unprofitable
facilities and continuing our program of replacing the MRI scanners at the MRI
facilities we manage with Upright(TM) MRI scanners and opening new facilities
equipped with Upright(TM) MRI scanners.
Marketing expenditures are likely to increase, as the Company continues its
efforts to promote sales.
In the beginning of fiscal 2006, HMCA sold the portion of its business engaged
in the management of physical therapy and rehabilitation facilities in July of
2005 to Health Plus Management Services, L.L.C. for a purchase price of $6.6
million, payable pursuant to a promissory note in 120 monthly installments.
The first twelve installments are interest only and the remaining 108 payments
will consist of equal installments of principal and interest in the amount of
$76,014 each. The note is secured by a first lien on all of the assets of Health
Plus, including its accounts receivable. The note 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.
HMCA had recognized revenue from the management of physical therapy and
rehabilitation facilities of approximately $9.7 million during both fiscal 2005
and 2004, but only $648,000 in fiscal 2006 due to the sale of this portion of
HMCA's business in July, 2005. In connection with this sale, HMCA recognized a
diminimus loss during the quarter ended September 30, 2005. In addition, HMCA
recorded a one time charge to earnings during the quarter ended September 30,
2005 of $1.6 million related to the termination of the employment contracts of
the two principal individuals involved in the management of the physical therapy
and rehabilitation facilities.
RESULTS OF OPERATIONS. FISCAL 2005 COMPARED TO FISCAL 2004
In fiscal 2005, we experienced net income of $1.0 million on revenues of $104.9
million, as compared to a net loss of $9.5 million on revenues of $71.6 million
for fiscal 2004. This represented an increase in revenues of 46.5%. This was due
in part to the fact that while revenues increased by 46.5%, total costs and
expenses increased by only 28.9%. Our consolidated operating results improved by
$10.2 million to operating income of $1.7 million for fiscal 2005 as compared to
an operating loss of $8.5 million for fiscal 2004.
Discussion of Operating Results of Medical Equipment Segment
Fiscal 2005 Compared to Fiscal 2004
------------------------------------------------------------
Revenues attributable to our medical equipment segment increased by 67.1% to
$81.3 million in fiscal 2005 from $48.6 million in fiscal 2004, reflecting an
increase in product sales revenues of 70.2%, from $43.0 million in fiscal 2004
to $73.1 million in fiscal 2005 and an increase in service revenue of 80.6%,
from $3.2 million in fiscal 2004 to $5.8 million in fiscal 2005. This
improvement in revenues was attributable to an increase in sales of our
Upright(TM) MRI. The increase in service revenue was a result primarily of our
increased scanner base, as scanners sold in previous years became service
customers after the warranty period expired.
During the fiscal years ended June 30, 2005 and June 30, 2004, respectively, we
received orders for 30 and 39 Upright(TM) MRI scanners. In addition to 30
Upright(TM) MRI scanners, we received our first order for a Fonar 360(TM) MRI
scanner.
Confirming our expectation of increased demand for our MRI scanners, product
sales to unrelated parties increased by 77.7% in fiscal 2005 from $37.7 million
in fiscal 2004 to $66.9 million in fiscal 2005. Product sales to related parties
increased by 16.8% in fiscal 2005 from $5.3 million in fiscal 2004 to $6.2
million in fiscal 2005. No other competitor offers a whole body weight bearing
MRI scanner such as the Upright(TM) MRI, and the General Electric Medical
Systems division of General Electric acts as a manufacturer's representative for
the Upright(TM) MRI.
The operating results for the medical equipment segment improved by $9.5 million
from a loss of $8.8 million in fiscal 2004 to an income of $752,000 in fiscal
2005. This improvement was attributable to our continuing increase in
recognition of revenues on our scanner sales.
We recognized revenues of $71.7 million from the sale of our Upright(TM) MRI
scanners and $764,031 from the sales of a FONAR 360(TM) MRI scanner in fiscal
2005. In fiscal 2004, we recognized revenues of $42.7 million from the sale of
Upright(TM) MRI scanners.
Sales of MRI scanners to related parties, consisting of professional
corporations and other entities in which Dr. Damadian or members of his family
have an interest represented approximately 5.9%, or $6.2 million, of our
revenues in fiscal 2005, as compared to 7.4%, or $5.3 million, of our revenues
in fiscal 2004.
License and royalty revenue declined by 4.3% to approximately $2.3 million in
fiscal 2005 from approximately $2.4 million in fiscal 2004.
Research and development expenses, net of capitalized costs, increased by 9.4%
to $6.0 million in fiscal 2005 as compared to $5.5 million in fiscal 2004. Our
expenses for fiscal 2005 represented continued research and development of
Fonar's scanners, Fonar's new hardware and software product, Sympulse(TM) and
new surface coils to be used with the Upright(TM) MRI scanner.
Discussion of Operating Results of Physician and Diagnostic Services Management
Segment.
Fiscal 2005 Compared to Fiscal 2004
-------------------------------------------------------------------------------
Revenues attributable to the Company's physician and diagnostic services
management segment, HMCA, increased by 2.8% to $23.6 million in fiscal 2005 from
$23.0 million in fiscal 2004. The increase in revenues reflected anticipated
increases provided by upgraded facilities.
Cost of revenues as a percentage of the related revenues for our physician and
diagnostic services management segment increased from $13.8 million or 60% of
related revenues for the year ended June 30, 2004 to $14.5 million, or 61.3% of
related revenue for the year ended June 30, 2005.
Operating results of this segment improved from an operating loss of $308,000 in
fiscal 2004 to operating income of $912,000 in fiscal 2005. We believe this
improvement resulted from HMCA's focus on upgrading sites by the introduction of
Upright(TM) MRI scanners at MRI facilities.
Discussion of Certain Consolidated Results of Operations
Fiscal 2005 Compared to Fiscal 2004
--------------------------------------------------------
We recognized interest income of $546,648 in 2005 as compared to $448,571 in
fiscal 2004, representing an increase of 21.9%. The increase was attributable
primarily to an increase in interest rates on our investments in marketable
securities.
Interest expense of $232,227 was recognized in fiscal 2005 decreasing from
$268,128 in fiscal 2004 and representing a decrease of 13.4%. The decrease was
attributable primarily to the repayment of debt and capital lease obligations in
fiscal 2004.
Notwithstanding that revenue increased by 46.5%, selling, general and
administrative expenses, exclusive of compensatory element of stock issuances,
increased by only 6.2% to $26.6 million in fiscal 2005 from $25.1 million in
fiscal 2004, accounting in part for our increase in net income. This increase
was related to expenses incurred in our medical segment related to marketing and
customer relations programs, such as participating in a trade show, increased
commissions, and an in-house seminar for all owners of Upright MRI(TM) scanners
and increased professional fees. A portion of the increased professional fees
was related to the engagement of outside consultants to assist us in preparation
of internal documentation in connection with our compliance with Section 404 of
the Sarbanes-Oxley Act. In addition we incurred expenses in connection with the
defense of non-material litigation.
The decrease in compensatory element of stock issuances from approximately $4.1
million in fiscal 2004 to $3.1 million in fiscal 2005 reflected the continued
but reduced use of Fonar's stock bonus plans to pay certain highly compensated
employees and others in stock rather than in cash.
The lower provision for bad debt of $164,000 in fiscal 2005 as compared to
$331,000 in fiscal 2004, reflected a decrease in reserves and write-offs of
certain indebtedness.
The amortization expense of $634,000 in fiscal 2005 and fiscal 2004, reflected
the amortization of management agreements attributable to HMCA's acquisitions.
Service and repair fees also increased, as reflected by the increase in service
and repair fees from $1.7 million in fiscal 2000 to $2.0 million in fiscal 2001
to $2.2 million in fiscal 2002 to $2.5 million in fiscal 2003 to $3.2 million in
fiscal 2004 and $5.8 million in fiscal 2005.
In fiscal 2005 we continued our investment in the development of our MRI
scanners, together with software and upgrades, with an investment of $6,752,755
in research and development, $745,994 of which was capitalized, as compared to
$6,079,797, $588,735 of which was capitalized, in fiscal 2004. The research and
development expenditures were approximately 8.3% of revenues attributable to our
medical equipment segment, and 6.4% of total revenues, in 2005 and 12.5% of
medical equipment segment revenues, and 8.5% of total revenues in fiscal 2004.
This represented a 11.1% increase in research and development expenditures in
fiscal 2005 as compared to fiscal 2004 and our significantly higher total
revenues and medical equipment revenues which resulted from our greater emphasis
on marketing and selling.
In summary, in fiscal 2005, Fonar continued the trend of steadily increasing MRI
scanner sales, most dramatically the increase in Upright(TM) MRI scanner sales
revenues and in service revenues from fiscal 2001 through fiscal 2005.
The physician and diagnostic services management segment, HMCA, revenues also
continued to increase, from $22.9 million in fiscal 2003 to $23.0 in fiscal 2004
and to $23.6 million in fiscal 2005.
We also increased HMCA revenues by closing unprofitable facilities and
continuing our program of replacing the MRI scanners at the MRI facilities with
Upright(TM) MRI scanners and opening new facilities equipped with Upright(TM)
MRI scanners.
HMCA sold the portion of its business engaged in the management of physical
therapy and rehabilitation facilities in July of 2005 to Health Plus Management
Services, L.L.C. for a purchase price of $6.6 million, payable pursuant to a
promissory note in 120 monthly installments.
The first twelve installments are interest only and the remaining 108 payments
consist of equal installments of principal and interest in the amount of $76,014
each. The note is secured by a first lien on all of the assets of Health Plus,
including its accounts receivable. The note 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.
HMCA had recognized revenue from the management of physical therapy and
rehabilitation facilities of approximately $9.7 million during both 2005 and
2004.
LIQUIDITY AND CAPITAL RESOURCES
Cash, cash equivalents and marketable securities decreased by 36.4% from $14.9
million at June 30, 2005 to $9.5 million at June 30, 2006.
Marketable securities approximated $4.9 million as of June 30, 2006, as compared
to $9.4 million as of June 30, 2005. At June 30, 2006, we decreased our
investments in U.S. Government obligations from approximately $3.8 million at
June 30, 2005 to approximately $2.4 million, decreased our investments in
corporate and government agency bonds from approximately $4.0 million at June
30, 2005 to approximately $1.8 million and decreased our investments in
certificates of deposits, notes and equivalents from $1.6 million at June 30,
2005 to $575,000.
Cash used in operating activities for fiscal 2006 approximated $2.6 million.
Cash used in operating activities was attributable substantially to the net loss
of 30.0 million offset by a decrease in costs and estimated earnings in excess
of billings of $7.6 million, increase in customer advances of $3.8 million and
increase in billings in excess of costs and estimated earnings of 2.7 million.
Cash provided by investing activities for fiscal 2006 approximated $909,000. The
principal uses of cash from investing activities were purchases of marketable
securities of $300,000, purchases of property and equipment of $2.4 million,
costs of capitalized software development of $714,000 and costs of patents and
copyrights of $443,000. The principal source of cash provided by investing
activities was the sale of approximately $4.7 in marketable securities.
Cash provided by financing activities for fiscal 2006 approximated $692,000. The
principal sources of cash in financing activities were proceeds from the
exercise of stock options and warrants of $784,000 and proceeds of $555,000 from
long-term debt, offset by the repayment of borrowings and capital lease
obligations of $299,000 and distributions to holders of minority interests of
$865,000.
Total liabilities increased by 10.0% during fiscal 2006, from approximately
$23.7 million at June 30, 2005 to approximately $26.1 million at June 30, 2006.
The increase in total liabilities reflected principally a decrease in accounts
payable of 42.3% from $8.5 million at June 30, 2005 to $4.9 million at June 30,
2006 and a increase in customer advances of 234.6% from $1.6 million at June 30,
2005 to $5.5 million at June 30, 2006, resulting from our increased backlog.
Our 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
than 1 in 1-3 in 4-5 after 5
Obligation Total Year years years years
---------- ------------ ----------- ----------- ----------- -----------
Long-term debt $ 555,152 $ - $ - $ - $ 555,152
Capital lease
Obligation 850,541 233,751 392,619 220,037 4,134
Operating
leases 9,272,521 2,391,766 4,083,321 1,299,543 1,497,891
------------ ----------- ----------- ---------- -----------
Total cash
Obligations $10,678,214 $2,625,517 $4,475,940 $1,519,580 $2,057,177
============ =========== =========== =========== ===========
As at June 30, 2006, our obligations included approximately $2.2 million in
various state sales taxes.
Our working capital surplus as of June 30, 2006 approximates $14.2 million, as
compared to a working capital surplus of $36.2 million as of June 30, 2005.
In order to conserve our capital resources, we have issued common stock under
our stock bonus and stock option plans to compensate employees and non-
employees for services rendered. In fiscal 2006, the compensatory element of
stock issuances was $1.9 million as compared to $3.1 million for fiscal 2005.
Utilization of equity in lieu of cash compensation has improved our liquidity
since it increases cash available for other expenditures.
The foregoing trends in our capital resources are expected to improve as our MRI
scanner products gain wider market acceptance and produce greater sales
revenues.
Capital expenditures for fiscal 2006 approximated $3.6 million and substantially
consisted of leasehold improvement costs for new HMCA managed facilities and
other equipment, in the amount of $2.4 million, capitalized software costs of
$714,000, and capitalized patent costs of $443,000.
Fonar has not committed to making capital expenditures in the 2007 fiscal year
other than its intention to continue research and development expenditures at
current levels.
Our business plan currently includes an aggressive program for manufacturing and
selling our new line of open MRI scanners. In addition, we are enhancing our
revenue by participating in the physician and diagnostic services management
business through our subsidiary, HMCA and are in the process of upgrading the
facilities which it manages, most significantly by the replacement of existing
MRI scanners with new Stand-Up(TM) MRI scanners.
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. Fees for on-going service and maintenance from our installed base of
scanners were $5.8 million for the year ended June 30, 2005 and $8.6 million for
the year ended June 30, 2006.
We believe that the above mentioned financial resources, anticipated cash flows
from operations and potential financing sources, will provide the cash flows
needed to achieve the sales, service and production levels necessary to support
its operations.
ITEM 7A. QUALITATIVE AND QUANTITATIVE DISCLOSURES ABOUT MARKET RISK
Fonar's investments in fixed rate instruments. None of the fixed rate
instruments in which we invest extend beyond June 30, 2011. Below is a tabular
presentation of the maturity profile of the fixed rate instruments held by us at
June 30, 2006.
INTEREST RATE SENSITIVITY
PRINCIPAL AMOUNT BY EXPECTED MATURITY
WEIGHTED AVERAGE INTEREST RATE
Date Investments in Fixed Rate Weighted Average
Instruments Interest Rate
6/30/07 $ 300,000 3.50%
6/30/08 1,350,000 3.92%
6/30/09 1,398,500 3.82%
6/30/10 1,845,999 3.25%
6/30/11 200,000 4.45%
Total: 5,094,499
Fair Value
at 6/30/06 4,858,744
All of our revenue, expense and capital purchasing activities are transacted in
United States dollars.
See Note 12 to the consolidated Financial Statements for information on long-
term debt.
Item 8.
FINANCIAL STATEMENTS
FONAR CORPORATION AND SUBSIDIARIES
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
ON INTERNAL CONTROL OVER FINANCIAL REPORTING
CONSOLIDATED BALANCE SHEETS
At June 30, 2006 and 2005
CONSOLIDATED STATEMENTS OF OPERATIONS
For the Three Years Ended June 30, 2006, 2005 and 2004
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
For the Three Years Ended June 30, 2006, 2005 and 2004
CONSOLIDATED STATEMENTS OF CASH FLOWS
For the Three Years Ended June 30, 2006, 2005 and 2004
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
-------------------------------------------------------
To the Board of Directors and Stockholders
FONAR Corporation and Subsidiaries
We have audited the accompanying consolidated balance sheets of FONAR
Corporation and Subsidiaries (the "Company") as of June 30, 2006 and 2005, and
the related consolidated statements of operations, stockholders' equity and cash
flows for each of the three years in the period ended June 30, 2006. These
financial statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these financial statements based on
our audits.
We conducted our audits in accordance with the standards of the Public Company
Accounting Oversight Board (United States). Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.
In our opinion, the consolidated financial statements referred to above present
fairly, in all material respects, the consolidated financial position of FONAR
Corporation and Subsidiaries at June 30, 2006 and 2005, and the consolidated
results of its operations and its cash flows for each of the three years in the
period ended June 30, 2006, in conformity with accounting principles generally
accepted in the United States of America.
We have also audited, in accordance with the standards of the Public Company
Accounting Oversight Board (United States), the effectiveness of the Company's
internal control over financial reporting as of June 30, 2006, based on the
criteria established in Internal Control-Integrated Framework issued by the
Committee of Sponsoring Organizations of the Treadway Commission and our report
dated, September 13, 2006, expressed an unqualified opinion on management's
assessment of the effectiveness of the Company's internal control over financial
reporting and an unqualified opinion on the effectiveness of the Company's
internal control over financial reporting.
During each of the three years in the period ended June 30, 2006, a significant
portion of the Company's revenues was from related parties.
/s/Marcum & Kliegman LLP
New York, New York
September 13, 2006
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
-------------------------------------------------------
To the Board of Directors and Stockholders of
FONAR Corporation and Subsidiaries
We have audited management's assessment, included in the accompanying
Management's Report on Internal Controls over Financial Reporting, that FONAR
Corporation and Subsidiaries (the "Company") maintained effective internal
control over financial reporting as of June 30, 2006 based on the criteria
established in Internal Control-Integrated Framework issued by the Committee of
Sponsoring Organizations of the Treadway Commission. The Company's management is
responsible for maintaining effective internal control over financial reporting
and for its assessment of the effectiveness of internal control over financial
reporting. Our responsibility is to express an opinion on management's
assessment and an opinion on the effectiveness of the Company's internal control
over financial reporting based on our audit.
We conducted our audit in accordance with the standards of the Public Company
Accounting Oversight Board (United States). Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether effective
internal control over financial reporting was maintained in all material
respects. Our audit included obtaining an understanding of internal control over
financial reporting, evaluating management's assessment, testing and evaluating
the design and operating effectiveness of internal control, and performing such
other procedures as we considered necessary in the circumstances. We believe
that our audit provides a reasonable basis for our opinion.
A company's internal control over financial reporting is a process designed to
provide reasonable assurance regarding the reliability of financial reporting
and the preparation of financial statements for external purposes in accordance
with accounting principles generally accepted in the United States of America. A
company's internal control over financial reporting includes those policies and
procedures that (1) pertain to the maintenance of records that, in reasonable
detail, accurately and fairly reflect the transactions and dispositions of the
assets of the company; (2) provide reasonable assurance that transactions are
recorded as necessary to permit preparation of financial statements in
accordance with accounting principles generally accepted in the United States of
America, and that receipts and expenditures of the company are being made only
in accordance with authorizations of management and directors of the company;
and (3) provide reasonable assurance regarding prevention or timely detection of
unauthorized acquisition, use, or disposition of the company's assets that could
have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting
may not prevent or detect misstatements. Also, projections of any evaluation to
future periods are subject to the risk that controls may become inadequate
because of changes in conditions, or that the degree of compliance with the
policies or procedures may deteriorate.
In our opinion, management's assessment that the Company maintained effective
internal control over financial reporting as of June 30, 2006, is fairly stated,
in all material respects, based on the criteria established in Internal
Control-Integrated Framework issued by the Committee of Sponsoring Organizations
of the Treadway Commission. Also in our opinion, the Company maintained, in all
material respects, effective internal control over financial reporting as of
June 30, 2006, based on the criteria established in Internal Control-Integrated
Framework issued by the Committee of Sponsoring Organizations of the Treadway
Commission.
We have also audited, in accordance with the standards of the Public Company
Accounting Oversight Board (United States), the consolidated balance sheets as
of June 30, 2006 and 2005 and the related consolidated statements of operations,
stockholders' equity, and cash flows for each of the three years in the period
ended June 30, 2006 of the Company and our report dated September 13, 2006
expressed an unqualified opinion on those financial statements. Our report
emphasizes that during each of the three years in the period ended June 30, 2006
a significant portion of the Company's revenue was from related parties.
/s/Marcum & Kliegman LLP
New York, New York
September 13, 2006
FONAR CORPORATION AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
ASSETS
------
June 30,
-----------------------------
2006 2005
------------ ------------
Current Assets:
Cash and cash equivalents $ 4,556,680 $ 5,516,603
Marketable securities 4,937,842 9,411,231
Accounts receivable - net of allowances for
doubtful accounts of $644,087 and $498,452
at June 30, 2006 and 2005, respectively 3,358,721 1,971,251
Accounts receivable - related parties - net of
allowances for doubtful accounts of
$646,621 at June 30, 2006 and 2005 498,875 470,388
Medical receivables 6,053,007 9,990,000
Management fee receivable - 893,419
Management fee receivable - related medical
practices - net of allowances for doubtful
accounts of $3,053,486 and $2,017,163 at
June 30, 2006 and 2005, respectively 7,322,739 7,826,069
Costs and estimated earnings in excess of
billings on uncompleted contracts 2,957,679 10,538,163
Inventories 7,077,059 9,837,790
Investment in sales-type lease 279,028 173,751
Current portion of advances and notes to related
medical practices 89,824 149,441
Current portion of note receivable less discount
for below mark interest 459,398 -
Prepaid expenses and other current assets 1,280,648 1,784,935
----------- ------------
Total Current Assets 38,871,500 58,563,041
Property and Equipment - Net 6,667,420 7,594,225
Advances and Notes to Related Medical Practices -
net of allowances for doubtful accounts of
$364,791 at June 30, 2006 and 2005 676,421 200,987
Investment in Sales-Type Lease - 279,028
Notes Receivable less discount for below market
interest 5,718,670 553,000
Management Agreements - Net - 3,991,688
Other Intangible Assets - Net 4,929,483 4,503,247
Other Assets 366,050 409,266
------------ ------------
Total Assets $ 57,229,544 $ 76,094,482
============ ============
See accompanying notes to consolidated financial statements.
FONAR CORPORATION AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
LIABILITIES
-----------
June 30,
----------------------------
2006 2005
------------ -----------
Current Liabilities:
Current portion of long-term debt and capital
leases $ 233,751 $ 425,143
Accounts payable 4,886,681 8,468,505
Other current liabilities 6,101,835 7,474,090
Unearned revenue on service contracts 4,238,543 3,305,066
Unearned revenue on service contracts - related
parties 543,757 525,699
Customer advances 5,463,891 1,632,983
Customer advances - related party 41,566 41,566
Income taxes payable 8,088 11,234
Billings in excess of costs and estimated
earnings on uncompleted contracts 2,978,789 301,179
Billings in excess of costs and estimated
earnings on uncompleted contracts - related
party 137,409 153,461
------------ ------------
Total Current Liabilities 24,634,310 22,338,926
------------ ------------
Long-Term Liabilities:
Due to related medical practices 92,663 127,728
Long-term debt and capital leases, less
current portion 1,171,943 966,371
Other liabilities 214,971 270,372
------------ ------------
Total Long-Term Liabilities 1,479,577 1,364,471
------------ ------------
Total Liabilities $ 26,113,887 $ 23,703,397
------------ ------------
Commitments, Contingencies and Other Matters
See accompanying notes to consolidated financial statements.
FONAR CORPORATION AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
STOCKHOLDERS' EQUITY
--------------------
June 30,
---------------------------
2006 2005
------------ ------------
Minority Interest $ 696,860 $ 522,564
------------ ------------
Stockholders' Equity:
Class A non-voting preferred stock - $.0001
par value; authorized - 8,000,000 shares;
issued and outstanding - 7,836,287 shares
at June 30, 2006 and 2005 784 784
Preferred stock - $.001 par value;
authorized - 10,000,000 shares; issued
and outstanding - none - -
Common stock - $.0001 par value; authorized -
150,000,000 and 130,000,000 shares at
June 30, 2006 and 2005, respectively;
issued - 114,995,094 and 105,043,014 shares
at June 30, 2006 and 2005, respectively;
outstanding - 114,704,030 and 104,751,950
shares at June 30, 2006 and 2005, respectively 11,469 10,474
Class B common stock (10 votes per share) -
$.0001 par value; authorized - 4,000,000
shares; issued and outstanding - 3,953
shares at June 30, 2006 and 2005 - -
Class C common stock (25 votes per share) -
$.0001 par value; authorized - 10,000,000
shares; issued and outstanding - 9,562,824
shares at June 30, 2006 and 2005 956 956
Paid-in capital in excess of par value 168,411,588 159,928,871
Accumulated other comprehensive loss (246,080) (182,250)
Accumulated deficit (136,332,640) (106,369,283)
Notes receivable from employee stockholders (751,890) (845,641)
Treasury stock, at cost - 291,064 shares
of common stock at June 30, 2006 and 2005 (675,390) (675,390)
------------ ------------
Total Stockholders' Equity 30,418,797 51,868,521
------------ ------------
Total Liabilities and Stockholders' Equity $ 57,229,544 $ 76,094,482
============ ============
See accompanying notes to consolidated financial statements.
FONAR CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
For the Years Ended June 30,
----------------------------------------
2006 2005 2004
------------ ------------ ------------
Revenues
Product sales - net $ 8,161,158 $ 66,918,535 $ 37,658,710
Product sales - related parties - net 2,983,281 6,210,302 5,315,837
Service and repair fees - net 7,581,674 5,017,478 2,729,352
Service and repair fees - related
parties - net 981,942 780,634 480,556
Management and other fees 647,999 893,419 -
Management and other fees - related
medical practices - net 12,720,275 22,738,176 22,979,902
License fees and royalties - 2,340,000 2,445,000
------------ ------------ ------------
Total Revenues - Net 33,076,329 104,898,544 71,609,357
------------ ------------ ------------
Costs and Expenses
Costs related to product sales 9,132,140 43,686,340 23,628,807
Costs related to product sales
- related parties 2,820,472 3,801,424 3,517,664
Costs related to service and
repair fees 4,948,870 4,634,486 3,323,862
Costs related to service and
repair fees - related parties 640,954 721,047 688,606
Costs related to management and
other fees 527,392 547,717 -
Costs related to management and other
fees - related medical practices 8,879,688 13,939,841 13,786,039
Research and development 6,867,645 6,006,761 5,491,062
Selling, general and administrative, inclusive
of compensatory element of stock issuances
of $1,895,462, $3,073,134, and $4,125,717
for the years ended June 30,
2006, 2005 and 2004, respectively 25,873,719 29,099,756 28,679,037
Provision for bad debts 1,472,635 164,293 330,997
Termination costs paid
with common stock 1,600,000 - -
Amortization of management agreements 37,300 633,577 633,577
------------ ------------ ------------
Total Costs and Expenses 62,800,815 103,235,242 80,079,651
------------ ------------ ------------
(Loss) Income from Operations (29,724,486) 1,663,302 (8,470,294)
Other Income and (Expenses):
Financing costs due to the change
in terms of warrants - - (238,950)
Interest expense (281,903) (232,277) (263,803)
Interest expense - related parties - - (4,325)
Investment income 796,517 522,870 403,398
Interest income - related parties 13,174 23,778 45,173
Other income - net 327,000 152,178 16,247
Minority interests in
income of partnerships (1,039,625) (1,051,401) (951,940)
------------ ------------ ------------
(Loss) Income Before Provision
for Income Taxes (29,909,323) 1,078,450 (9,464,494)
See accompanying notes to consolidated financial statements.
FONAR CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
For the Years Ended June 30,
----------------------------------------
2006 2005 2004
------------ ------------ ------------
(Loss) Income Before Provision
for Income Taxes (29,909,323) 1,078,450 (9,464,494)
Provision for Income Taxes 54,034 64,041 29,889
------------ ------------ ------------
Net (Loss) Income (29,963,357) $ 1,014,409 (9,494,383)
============ ============ ============
Net (Loss)Income Available to
Common Stockholders $(29,963,357) $ 943,768 $ (9,494,383)
============ ============ ============
Basic and Diluted Net (Loss)
Earnings Per Common Share $(0.27) $ 0.01 $(0.10)
====== ====== ======
Basic and Diluted (Loss)
Earnings Per Share - Common C N/A $ - N/A
====== ====== ======
See accompanying notes to consolidated financial statements.
FONAR CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY
FOR THE YEAR ENDED JUNE 30, 2006
Class A
Non-Voting Common Stock
Preferred ---------------------------
Stock Shares Amount
------------- ------------- -------------
Balance - June 30, 2005 $ 784 104,751,950 $ 10,474
Net loss - - -
Other comprehensive loss, net of tax:
Unrealized losses on securities arising
during the year, net of tax - -
Exercise of stock options - 1,704,824 170
Compensatory element of stock options - - -
Stock issued to employees under stock
bonus plans - 2,930,060 293
Issuance of stock for goods and services - 4,759,429 476
Issuance of stock for consulting services - 557,767 56
Payments on notes receivable
from employee stockholders - - -
------------- ------------- -------------
Balance - June 30, 2006 $ 784 114,704,030 $ 11,469
============= ============= =============
Paid-in
Class B Class C Capital in
Common Common Excess of
Stock Stock Par Value
------------- ------------- -------------
Shares
-------------
Balance - June 30, 2005 3,953 $ 956 $159,928,871
Net loss
Other comprehensive loss, net of tax:
Unrealized losses on securities
arising during the year, net of tax
Exercise of stock options - - 1,206,743
Compensatory element of stock options - - 109,936
Stock issued to employees under stock
bonus plans - - 2,894,012
Issuance of stock for goods and services - - 3,780,862
Issuance of stock for consulting services - - 491,164
Payments on notes receivable from employee
stockholders - - -
------------- ------------- -------------
Balance - June 30, 2006 3,953 $ 956 $168,411,588
============= ============= =============
See accompanying notes to consolidated financial statements.
FONAR CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY
FOR THE YEAR ENDED JUNE 30, 2006
Notes
Receivable Accumulated
From Other
Treasury Employee Comprehensive
Stock Stockholders Loss
------------- ------------- -------------
Balance - June 30, 2005 $ (675,390) $ (845,641) $ (182,250)
Net loss - - -
Other comprehensive loss, net of tax:
Unrealized losses on securities
arising during the year, net of tax - - (63,830)
Exercise of stock options - (422,673) -
Compensatory element of stock options - - -
Stock issued to employees under
stock bonus plans - - -
Issuance of stock for goods and services - - -
Issuance of stock for consulting services - - -
Payments on notes receivable from
employee stockholders - 516,424 -
------------- ------------- -------------
Balance - June 30, 2006 $ (675,390) $ (751,890) $ (246,080)
============= ============= =============
Accumulated Comprehensive
Deficit Total Income (Loss)
------------- ------------- -------------
Balance - June 30, 2005 $(106,369,283) $ 51,868,521 $ -
Net loss (29,963,357) (29,963,357) (29,963,357)
Other comprehensive loss, net of tax:
Unrealized losses on securities
arising during the year, net of tax - (63,830) (63,830)
Exercise of stock options - 784,240 -
Compensatory element of stock options - 109,936 -
Stock issued to employees under
stock bonus plans - 2,894,305 -
Issuance of stock for goods and services - 3,781,338 -
Issuance of stock for consulting services - 491,220 -
Payments on notes receivable from
employee stockholders - 516,424 -
------------- ------------- -------------
Balance - June 30, 2006 $(136,332,640) $ 30,418,797 $(30,027,187)
============= ============= =============
See accompanying notes to consolidated financial statements.
FONAR CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY
FOR THE YEAR ENDED JUNE 30, 2005
Class A
Non-Voting Common Stock
Preferred ---------------------------
Stock Shares Amount
------------- ------------- -------------
Balance - June 30, 2004 $ 784 98,413,873 $ 9,840
Net income - - -
Other comprehensive loss, net of tax:
Unrealized losses on securities arising
during the year, net of tax - - -
Exercise of stock options - 49,484 5
Exercise of callable warrants - 253,250 25
Stock issued to employees under
stock bonus plans - 1,914,177 192
Issuance of stock for goods and services - 3,418,695 342
Issuance of stock for consulting services - 523,298 52
Net reduction in notes receivable
from employee stockholders - - -
Issuance of stock for notes receivable
- employee stockholders - 178,973 18
Conversion of Class B common stock - 200 -
------------- ------------- -------------
Balance - June 30, 2005 $ 784 104,751,950 $ 10,474
============= ============= =============
Paid-in
Class B Class C Capital in
Common Common Excess of
Stock Stock Par Value
------------- ------------- -------------
Shares
-------------
Balance - June 30, 2004 4,153 $ 956 $152,090,431
Net income - - -
Other comprehensive loss, net of tax:
Unrealized losses on securities arising
during the year, net of tax - - -
Exercise of stock options - - 54,176
Exercise of callable warrants - - 200,042
Stock issued to employees under
stock bonus plans - - 2,447,829
Issuance of stock for goods and services - - 4,288,115
Issuance of stock for consulting services - - 625,061
Net reduction in notes receivable
from employee stockholders - - -
Issuance of stock for notes
receivable - employee stockholders - - 223,217
Conversion of Class B common stock (200) - -
------------- ------------- -------------
Balance - June 30, 2005 3,953 $ 956 $159,928,871
============= ============= =============
See accompanying notes to consolidated financial statements.
FONAR CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY
FOR THE YEAR ENDED JUNE 30, 2005
Notes
Receivable Accumulated
From Other
Treasury Employee Comprehensive
Stock Stockholders Loss
------------- ------------- -------------
Balance - June 30, 2004 $ (675,390) $ (842,634) $ (45,871)
Net income - - -
Other comprehensive loss, net of tax:
Unrealized losses on securities
arising during the year, net of tax - - (136,379)
Exercise of stock options - - -
Exercise of callable warrants - - -
Stock issued to employees under
stock bonus plans - - -
Issuance of stock for goods and services - - -
Issuance of stock for consulting services - - -
Net reduction in notes receivable
from employee stockholders - 220,228 -
Issuance of stock for notes receivable
- employee stockholders - (223,235) -
Conversion of Class B common stock - - -
------------- ------------- -------------
Balance - June 30, 2005 $ (675,390) $ (845,641) $ (182,250)
============= ============= =============
Accumulated Comprehensive
Deficit Total Income (Loss)
------------- ------------- -------------
Balance - June 30, 2004 $(107,383,692) $ 43,154,424 $ -
Net income 1,014,409 1,014,409 1,014,409
Other comprehensive loss, net of tax:
Unrealized losses on securities arising
during the year, net of tax - (136,379) (136,379)
Exercise of stock options - 54,181 -
Exercise of callable warrants - 200,067 -
Stock issued to employees under
stock bonus plans - 2,448,021 -
Issuance of stock for goods and services - 4,288,457 -
Issuance of stock for consulting services - 625,113 -
Net reduction in notes receivable from
employee stockholders - 220,228 -
Issuance of stock for notes receivable
- employee stockholders - - -
Conversion of Class B common stock - - -
------------- ------------- -------------
Balance - June 30, 2005 $(106,369,283) $ 51,868,521 $ 878,030
============= ============= =============
See accompanying notes to consolidated financial statements.
FONAR CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY
FOR THE YEAR ENDED JUNE 30, 2004
Class A
Non-Voting Common Stock
Preferred ---------------------------
Stock Shares Amount
------------- ------------- -------------
Balance - June 30, 2003 $ 784 82,452,958 $ 8,246
Net loss - - -
Other comprehensive loss, net of tax:
Unrealized losses on securities arising
during the year, net of tax - - -
Exercise of stock options - 201,421 20
Exercise of callable warrants - 3,551,625 355
Stock issued to employees under stock
bonus plans - 1,792,648 179
Issuance of stock for goods and services - 8,927,183 892
Issuance of stock for consulting services - 1,223,198 122
Net reduction in notes receivable
from employee stockholders - - -
Issuance of stock for notes receivable -
employee stockholders - 264,840 26
Financing costs due to change in terms of
warrants - - -
------------- ------------- -------------
Balance - June 30, 2004 $ 784 98,413,873 $ 9,840
============= ============= =============
Paid-in
Class C Capital in
Common Excess of Treasury
Stock Par Value Stock
------------- ------------- -------------
Balance - June 30, 2003 $ 956 $131,519,579 $ (675,390)
Net loss - - -
Other comprehensive loss, net of tax:
Unrealized losses on securities arising
during the year, net of tax - - -
Exercise of stock options - 219,428 -
Exercise of callable warrants - 3,636,789 -
Stock issued to employees under stock
bonus plans - 2,520,464 -
Issuance of stock for goods and services - 12,001,820 -
Issuance of stock for consulting services - 1,676,542 -
Net reduction in notes receivable
from employee stockholders - - -
Issuance of stock for notes receivable -
employee stockholders - 276,859 -
Financing costs due to change in terms of
warrants - 238,950 -
------------- ------------- -------------
Balance - June 30, 2004 $ 956 $152,090,431 $ (675,390)
============= ============= =============
See accompanying notes to consolidated financial statements.
FONAR CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY
FOR THE YEAR ENDED JUNE 30, 2004
Notes
Receivable Accumulated
From Other
Employee Comprehensive Accumulated
Stockholders (Loss) Income Deficit
------------- ------------- -------------
Balance - June 30, 2003 $ (654,246) $ 68,672 $(97,889,309)
Net loss - - (9,494,383)
Other comprehensive loss, net of tax:
Unrealized losses on securities arising
during the year, net of tax - (114,543) -
Exercise of stock options - - -
Exercise of callable warrants - - -
Stock issued to employees under
stock bonus plans - - -
Issuance of stock for goods and services - - -
Issuance of stock for consulting services - - -
Net reduction in notes receivable
from employee stockholders 88,497 - -
Issuance of stock for notes receivable
- employee stockholders (276,885) - -
Financing costs due to change in
terms of warrants - - -
------------- ------------- -------------
Balance - June 30, 2004 $ (842,634) $ (45,871) $(107,383,692)
============= ============= =============
Comprehensive
Total Loss
------------ -------------
Balance - June 30, 2003 $ 32,379,292 $ -
Net loss (9,494,383) (9,494,383)
Other comprehensive loss, net of tax:
Unrealized losses on securities arising during
the year, net of tax (114,543) (114,543)
Exercise of stock options 219,448 -
Exercise of callable warrants 3,637,144 -
Stock issued to employees under stock bonus plans 2,520,643 -
Issuance of stock for goods and services 12,002,712 -
Issuance of stock for consulting services 1,676,664 -
Net reduction in notes receivable from employee
stockholders 88,497 -
Issuance of stock for notes receivable - employee
stockholders - -
Financing costs due to change in terms of warrants 238,950 -
------------- -------------
Balance - June 30, 2004 $ 43,154,424 $ (9,608,926)
============= =============
See accompanying notes to consolidated financial statements.
FONAR CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
For the Years Ended June 30,
-----------------------------------------------
2006 2005 2004
------------ ------------ ------------
CASH FLOWS FROM OPERATING ACTIVITIES
Net (loss) income $(29,963,357) $ 1,014,409 $ (9,494,383)
Adjustments to reconcile net (loss)
income to net cash (used in) provided
by operating activities:
Minority interest in income of
partnerships 1,039,625 1,051,401 951,940
Depreciation and amortization 3,286,865 3,991,752 3,880,898
Amortization of unearned license fee - (2,340,000) (2,340,000)
Loss from sale of physical medicine
management business 143,598 - -
Financing costs due to change in
terms of warrants - - 238,950
Gain on sale of equipment (2,839) (28,105) (21,500)
Provision for bad debts 1,472,635 164,293 330,997
Compensatory element of stock
issuances 3,495,462 3,073,134 4,125,717
Stock issued for costs and expenses 3,781,337 4,288,457 12,002,712
(Increase) decrease in operating
assets, net:
Accounts, management fee and
medical receivable 659,240 (1,592,559) (2,938,367)
Notes receivable 22,000 (548,000) -
Costs and estimated earnings
in excess of billings on
uncompleted contracts 7,580,484 (8,714,916) (1,463,374)
Inventories 2,760,731 547,586 (4,528,085)
Principal payments received on
sales-type lease - related
parties - - 14,285
Principal payments received on
sales-type lease 173,751 153,412 135,456
Prepaid expenses and other
current assets 504,287 (213,385) (285,689)
Other assets 39,716 (17,520) (37,722)
Advances and notes to related
parties medical practices 36,986 256,774 519,181
Increase (decrease) in operating
liabilities, net:
Accounts payable (3,569,204) 3,100,044 1,664,772
Other current liabilities (420,720) 3,328,598 2,674,269
Customer advances 3,830,908 (6,125,756) 2,867,540
Billings in excess of costs and
estimated earnings on uncompleted
contracts 2,661,558 (2,482,265) (1,814,534)
Other liabilities (55,401) (28,544) (2,768)
Due to related medical practices (35,065) (26,629) -
Income taxes payable (3,146) (14,597) 15,430
----------- ------------ ------------
NET CASH (USED IN) PROVIDED BY
OPERATING ACTIVITIES (2,560,549) (1,162,416) 6,495,725
----------- ------------ -----------
See accompanying notes to consolidated financial statements.
FONAR CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
For the Years Ended June 30,
----------------------------------------------
2006 2005 2004
------------ ------------ ------------
CASH FLOWS FROM INVESTING ACTIVITIES
Purchases of marketable securities $ (300,000) $(13,388,404) $(26,046,021)
Sales of marketable securities 4,709,559 14,960,935 20,648,354
Purchases of property and equipment (2,440,530) (2,204,290) (1,935,186)
Repayment of note receivable from buyers
of A&A Services - - 150,000
Costs of capitalized software development (714,254) (788,321) (630,263)
Proceeds from sale of discontinued
operations, net - - -
Proceeds from sale of equipment 97,466 31,126 21,500
Cost of patents and copyrights (443,431) (464,104) (572,709)
------------ ------------ ------------
NET CASH PROVIDED BY (USED IN)
INVESTING ACTIVITIES 908,810 (1,853,058) (8,364,325)
------------ ------------ ------------
CASH FLOWS FROM FINANCING ACTIVITIES
(Repayment of) proceeds from long-term
debt 555,152 (5,500,000) 5,500,000
Decrease (increase) in restricted cash - 5,500,000 (5,500,000)
Repayment of borrowings and capital lease
obligations (298,671) (444,653) (1,003,935)
Net proceeds from exercise of stock
options and warrants 784,240 254,248 3,928,182
Distributions to holders of minority
interest (865,329) (909,859) (916,036)
Repayment of notes receivable from
employee stockholders 516,424 158,352 -
------------ ------------ ------------
NET CASH PROVIDED BY (USED IN)
FINANCING ACTIVITIES 691,816 ( 941,912) 2,008,211
------------ ------------ ------------
NET (DECREASE) INCREASE IN CASH AND CASH
EQUIVALENTS (959,923) (3,957,386) 139,611
CASH AND CASH EQUIVALENTS - BEGINNING OF
YEAR 5,516,603 9,473,989 9,334,378
------------ ------------ ------------
CASH AND CASH EQUIVALENTS - END OF YEAR $ 4,556,680 $ 5,516,603 $ 9,473,989
============ ============ ============
See accompanying notes to consolidated financial statements.
FONAR CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 2006
NOTE 1 - DESCRIPTION OF BUSINESS AND LIQUIDITY AND CAPITAL RESOURCES
Description of Business
-----------------------
FONAR Corporation (the "Company" or "FONAR") is a Delaware corporation, which
was incorporated on July 17, 1978. FONAR is engaged in the research,
development, production and marketing of medical scanning equipment, which uses
principles of Magnetic Resonance Imaging ("MRI") for the detection and diagnosis
of human diseases. In addition to deriving revenues from the direct sale of MRI
equipment, revenue is also generated from its installed-base of customers
through its service and upgrade programs.
Health Management Corporation of America ("HMCA") was organized by the Company
in March 1997, as a wholly-owned subsidiary, in order to enable the Company to
expand into the business of providing comprehensive management services to
physicians' practices and other medical providers, including diagnostic imaging
centers and ancillary services. The services provided by the Company include
development, administration, leasing of office space, facilities and medical
equipment, provision of supplies, staffing and supervision of non-medical
personnel, legal services, accounting, billing and collection and the
development and implementation of practice growth and marketing strategies.
HMCA entered the physician and diagnostic management services business through
the consummation of two acquisitions in fiscal 1997, two acquisitions in fiscal
1998, and one acquisition consummated in fiscal 1999. The acquired companies in
all cases were actively engaged in the business of managing medical providers.
The medical providers are diagnostic imaging centers, principally MRI scanning
centers, multi-specialty practices and primary care practices. On April 8, 2003,
HMCA sold all of its issued and outstanding stock of A&A Services, Inc., a
physician practice management services organization engaged in the business of
managing four primary care practices. On July 28, 2005, HMCA sold the assets
consisting principally of the management agreements with the physical therapy
and rehabilitation facilities, the assignment of other agreements and rights
utilized in the physical therapy and rehabilitation facility management
business, the physical therapy equipment, a portion of the accounts receivable
and furniture and fixtures HMCA provided to the physical therapy and
rehabilitation facilities (see Note 3 and 24). As a result of the sale on July
28, 2005, HMCA is only managing diagnostic imaging centers.
Liquidity and Capital Resources
-------------------------------
The Company's principal source of liquidity has been cash flows provided by
operations. The Company's management currently expects this to continue. At June
30, 2006, the Company had working capital of $14,237,190. For the year ended
June 30, 2006, the Company incurred a net loss of $29,963,357, which included
non-cash charges and expenses satisfied by the issuance of common stock of
approximately $12,177,000.
In order to conserve our capital resources the Company has and will continue to
issue, from time to time, common stock and stock options to compensate employees
and non-employees for goods and services. The Company is focusing on increased
advertising and marketing campaigns and distribution programs to increase the
FONAR CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 2006
NOTE 1 - DESCRIPTION OF BUSINESS (Continued)
Liquidity and Capital Resources (Continued)
------------------------------------------
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.
Given our June 30, 2006 cash and marketable securities balance of $9,494,522 and
the Company's forecasted cash requirements, the Company's management anticipates
that the Company's existing capital resources, funds generated from operations
and funds expected to be received from note repayments, will be sufficient to
satisfy our cash flow requirements through at least June 30, 2007. Should sales
be less than forecast and expenses higher than anticipated, the Company may need
to seek alternative sources of funds through the issuance of equity or debt
financing or other alternatives including streamlining operations. There is no
guarantee that such additional financing will be available if needed or that the
Company will be able to significantly streamline operations.
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Principles of Consolidation
---------------------------
The consolidated financial statements include the accounts of FONAR Corporation,
its majority and wholly-owned subsidiaries and partnerships. All significant
intercompany accounts and transactions have been eliminated in consolidation.
Use of Estimates
----------------
The preparation of the consolidated financial statements in conformity with
accounting principles generally accepted in the United States requires
management to make estimates and assumptions that affect the reported amounts of
assets and liabilities and disclosure of contingent assets and liabilities in
the consolidated financial statements and accompanying notes. The most
significant estimates relate to accounts receivable allowances, intangible
assets, income taxes, useful lives of property and equipment, contingencies,
revenue recognition and litigation. In addition, healthcare industry reforms and
reimbursement practices will continue to impact the Company's operations and the
determination of contractual and other allowance estimates. Actual results could
differ from those estimates.
Investment in Marketable Securities
-----------------------------------
The Company accounts for its investments using Statement of Financial Accounting
Standards ("SFAS") No. 115, "Accounting for Certain Investments in Debt and
Equity Securities" ("SFAS No. 115"). This standard requires that certain debt
and equity securities be adjusted to market value at the end of each accounting
period. Unrealized market value gains and losses are charged to operations if
the securities are traded for short-term profit. Otherwise, such unrealized
gains and losses are charged or credited to comprehensive income (loss).
FONAR CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 2006
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
Investment in Marketable Securities (Continued)
-----------------------------------
Management determines the proper classifications of investments in obligations
with fixed maturities and marketable equity securities at the time of purchase
and re-evaluates such designations as of each balance sheet date. At June 30,
2006 and 2005, all securities covered by SFAS No. 115 were designated as
available for sale. Accordingly, these securities are stated at fair market
value, with unrealized gains and losses reported in comprehensive income (loss).
Realized gains and losses on sales of investments, as determined on a specific
identification basis, are included in investment income in the accompanying
Consolidated Statements of Operations.
Inventories
-----------
Inventories consist of purchased parts, components and supplies, as well as
work-in-process, and are stated at the lower of cost determined on the first-
in, first-out method or market.
Property and Equipment
----------------------
Property and equipment procured in the normal course of business is stated at
cost. Property and equipment purchased in connection with an acquisition is
stated at its estimated fair value, generally based on an appraisal. Property
and equipment is being depreciated for financial accounting purposes using the
straight-line method over the shorter of their estimated useful lives, generally
five to seven years, or the term of a capital lease, if applicable. Leasehold
improvements are being amortized over the shorter of the useful life or the
remaining lease term. Upon retirement or other disposition of these assets, the
cost and related accumulated depreciation of these assets are removed from the
accounts and the resulting gains or losses are reflected in the results of
operations. Expenditures for maintenance and repairs are charged to operations.
Renewals and betterments are capitalized. Maintenance and repair expenses
totaled approximately $434,000, $738,000 and $598,000 for the years ended June
30, 2006, 2005 and 2004.
Management Agreements
---------------------
Amounts allocated to management agreements, in connection with two acquisitions
completed during the period from June 1997 through August 1998, were amortized
using the straight-line method over the 20-year term of the agreements. These
management agreements were sold on July 28, 2005 (see Notes 3 and 24).
FONAR CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 2006
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
Other Intangible Assets
-----------------------
1) Capitalized Software Development Costs
Capitalization of software development costs begins upon the establishment of
technological feasibility. Technological feasibility for the Company's computer
software is generally based upon achievement of a detail program design free of
high risk development issues and the completion of research and development on
the product hardware in which it is to be used. The establishment of
technological feasibility and the ongoing assessment of recoverability of
capitalized computer software development costs require considerable judgment by
management with respect to certain external factors, including, but not limited
to, technological feasibility, anticipated future gross revenue, estimated
economic life and changes in software and hardware technology.
Amortization of capitalized software development costs commences when the
related products become available for general release to customers.
Amortization is provided on a product by product basis. The annual
amortization is the greater of the amount computed using (a) the ratio that
current gross revenue for a product bear to the total of current and
anticipated future gross revenue for that product, or (b) the straight-line
method over the remaining estimated economic life of the product.
The Company periodically performs reviews of the recoverability of such
capitalized software development costs. At the time a determination is made
that capitalized amounts are not recoverable based on the estimated cash flows
to be generated from the applicable software, any remaining capitalized amounts
are written off.
2) Patents and Copyrights
Amortization is calculated on the straight-line basis over a period ranging
from 15 to 17 years.
Long-Lived Assets
-----------------
The Company periodically assesses the recoverability of long-lived assets,
including property and equipment and intangibles, when there are indications of
potential impairment, based on estimates of undiscounted future cash flows.
The amount of impairment is calculated by comparing anticipated discounted
future cash flows with the carrying value of the related asset. In performing
this analysis, management considers such factors as current results, trends,
and future prospects, in addition to other economic factors.
FONAR CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 2006
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
Other Intangible Assets (Continued)
-----------------------
Revenue Recognition
-------------------
Revenue on sales contracts for scanners, included in "product sales" in the
accompanying consolidated statements of operations, is recognized under the
percentage-of-completion method. The Company manufactures its scanners under
specific contracts that provide for progress payments. Production and
installation take approximately three to six months. The percentage of
completion is determined by the ratio of costs incurred to date on completed
sub-assemblies to the total estimated cost for each scanner. Contract costs
include purchased parts and components, direct labor and overhead. Revisions in
cost estimates and provisions for estimated losses on uncompleted contracts, if
any, are made in the period in which such losses are determined. The asset,
"Costs and Estimated Earnings in Excess of Billings on Uncompleted Contracts",
represents revenues recognized in excess of amounts billed. The liability,
"Billings in Excess of Costs and Estimated Earnings on Uncompleted Contracts",
represents amounts billed in excess of revenues recognized.
Revenue on scanner service contracts is recognized on the straight-line method
over the related contract period, usually one year.
Revenue from sales of other items is recognized upon shipment.
Revenue from sales-type leases are recognized when collectibility of the
minimum lease payments is reasonably predictable and no important uncertainties
surround the amount of unreimbursable costs yet to be incurred by the Company
as lessor under the lease. The minimum lease payments, plus the unguaranteed
residual value accruing to the benefit of the Company as lessor, are recorded
as the gross investment in the lease. The difference between the gross
investment in the lease and the sum of the present value of the minimum lease
payments and unguaranteed residual value, accruing to the Company's benefit as
lessor, are recorded as unearned income.
Revenue under management and lease contracts is recognized based upon
contractual agreements for management services rendered by the Company and
leases of medical equipment primarily under various long-term agreements with
related medical providers (the "PCs"). The PCs are primarily owned by Raymond
V. Damadian, M.D., President and Chairman of the Board of FONAR. The Company's
agreements with the PCs stipulate fees for services rendered and equipment
leased, are primarily calculated on activity based efforts at pre-determined
rates per unit of activity. All fees are re-negotiable at the anniversary of
the agreements and each year thereafter.
FONAR CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 2006
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
Research and Development Costs
------------------------------
Research and development costs are charged to expense as incurred. The costs of
materials and equipment that are acquired or constructed for research and
development activities, and have alternative future uses (either in research and
development, marketing or production), are classified as property and equipment
and depreciated over their estimated useful lives.
Advertising Costs
-----------------
Advertising costs are expensed as incurred. Advertising expense approximated
$936,000, $1,604,000 and $2,576,000 for the years ended June 30, 2006, 2005 and
2004, respectively.
Shipping Costs
--------------
The Company's shipping and handling costs are included under costs related to
product sales.
Income Taxes
------------
Deferred tax assets and liabilities are determined based on the difference
between the financial statement carrying amounts and tax bases of assets and
liabilities using enacted tax rates in effect in the years in which the
differences are expected to reverse.
Customer Advances
-----------------
Cash advances and progress payments received on sales orders are reflected as
customer advances until such time as revenue recognition begins.
Minority Interest
-----------------
The Company records adjustments to minority interest for the allocable portion
of income or loss that the minority interest holders are entitled based upon
their portion of certain of the subsidiaries that they own. Distributions to
holders of minority interests are adjusted to the respective minority interest
holders' balance.
FONAR CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 2006
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
Minority Interest (Continued)
-----------------
The Company suspends allocation of losses to minority interest holders when the
minority interest balance for a particular minority interest holder is reduced
to zero. Any excess loss above the minority interest holders' balance is not
charged to minority interest as the minority interest holders have no
obligation to fund such losses.
Stock Options and Warrants and Similar Equity Instruments and 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
Emerging Issues Task Force ("EITF 03-6"), "Participating Securities and the
Two-Class Method under FASB Statement No. 128" ("EITF 03-6"), which nullifies
EITF Topic D-95, "Effect of Participating Convertible Securities on the
Computation of Basic Earnings Per Share," in periods when there is net income,
the Company uses the two-class method to calculate the effect of the Company's
participating convertible securities on basic EPS, which include the Class A
Non-voting Preferred stock, Class B common stock and Class C common stock, and
the if-converted method is used to calculate the effect of participating
convertible securities on diluted EPS. In addition, these participating
convertible securities were not included in the computation of basic EPS for the
years ended June 30, 2006 and 2004 because the participating securities did not
have a contractual obligation to share in the losses of the Company.
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 of
approximately 660,000 as of June 30, 2005 has not been included in the
computation of diluted EPS since the effect would be anti-dilutive. The number
of common shares potentially issuable upon the exercise of options and warrants
or conversion of the participating convertible securities that were excluded
from the diluted EPS calculation, because they are antidilutive as a result of
the net losses, was as follows: 7,108,204 and 7,690,392 as of June 30, 2006 and
2004, respectively.
FONAR CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 2006
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
Earnings (Loss) Per Share
-------------------------
June 30 June 30, 2005 June 30
----------- --------------------------------------- ----------
Class C
Common Common
2006 Total Stock Stock 2004
----------- ----------- ----------- ----------- ----------
Basic
-----
Numerator:
Net income (loss) $(29,963,357) $1,014,409 $ 991,855 $ 22,554 $(9,494,383)
Net income attributable
to preferred
stockholders - 70,641 70,641 - -
Net income (loss)
available to
common
stockholders $(29,963,357) $ 943,768 $ 921,214 $ 22,554 $(9,494,383)
=========== =========== =========== =========== ==========
Denominator:
Weighted average
shares outstanding 110,403,128 101,591,997 9,562,824 91,027,951
=========== =========== =========== ==========
Basic earnings (loss)
per common share $(0.27) $0.01 $0.01 $ - $(0.10)
======= ===== ===== ===== ========
Diluted
-------
Weighted average
shares outstanding 110,403,128 101,591,997 101,591,997 91,027,951
Stock options - 257,961 257,961 -
Warrants - 468,139 468,139 -
Conversion of Class
C Common stock - 3,187,608 3,187,608 -
----------- ----------- ----------- ----------- ----------
Denominator for Diluted
Earnings Per Share:
Weighted average
shares outstanding
of common stock
and equivalents 110,403,128 105,505,705 105,505,705 91,027,951
=========== =========== =========== ===========
Diluted earnings (loss)
per common share $(0.27) $0.01 $0.01 $(0.10)
====== ===== ===== ======
FONAR CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 2006
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
Stock Options and Warrants and Similar Equity Instruments and Earnings (Loss)
Per Share (Continued)
-------------------------------------------------------------------------------
In December 2004, the Financial Accounting Standards Board ("FASB") issued SFAS
No. 123 (revised 2004), "Share-Based Payment", SFAS 123R. SFAS 123R requires the
compensation cost relating to stock-based payment transactions be recognized in
financial statements. That cost will be measured based on the fair value of the
equity or liability instruments issued on the grant date of such instruments,
and will be recognized over the period during which an individual is required to
provide service in exchange for the award (typically the vesting period). SFAS
123R covers a wide range of stock-based compensation arrangements including
stock options, restricted stock plans, performance-based awards, stock
appreciation rights, and employee stock purchase plans. SFAS 123R replaces SFAS
123 and supersedes APB Opinion 25. The Company has adopted SFAS 123R as of July
1, 2005. As of June 30, 2006 all options were fully vested and during the year
ended June 30, 2006 the Company granted to an employee 50,000 options to
purchase common stock at an exercise price of $1.00. Accordingly, no additional
compensation charge was required because the value of these options was
determined to be diminimus and therefore there was no impact on the condensed
consolidated financial statements.
The Company adopted SFAS 123R using the modified prospective method, in which
compensation cost is recognized beginning with the effective date (a) based on
the requirements of SFAS 123R for all share-based payments granted after the
effective date and (b) based on the fair value as measured under SFAS 123 for
all awards granted to employees prior to the effective date of SFAS 123R that
remain unvested on the effective date.
Accordingly, the adoption of SFAS 123R's fair value method did not have a
significant impact on our result of operations. However, had the Company adopted
SFAS 123R in prior periods, the impact of that standard would have approximated
the impact of SFAS 123 as described in the following table. SFAS 123R also
requires the benefits of tax deductions in excess of recognized compensation
cost to be reported as a financing cash flow, rather that as an operating cash
flow as required under current literature. It is unlikely that the Company will
have near term benefits from tax deductions. This requirement will reduce net
operating cash flows and increase net financing cash flows in periods after
adoption. The Company cannot estimate what those amounts will be in the future
because of various factors, including but not limited to the timing of employee
exercises and whether the Company will be in a taxable position. At this time,
there would be not tax impact related to the prior periods since the Company has
a net loss.
FONAR CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 2006
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
Stock Options and Warrants and Similar Equity Instruments and Earnings (Loss)
Per Share (Continued)
-------------------------------------------------------------------------------
For the period ending prior to July 1, 2005, as permitted under SFAS No. 148,
"Accounting for Stock-Based Compensation-Transaction and Disclosure", which
amended SFAS No. 123, "Accounting for Stock-Based Compensation", the Company had
elected to continue to follow the intrinsic value method in accounting for its
stock-based employee compensation arrangements as defined by Accounting
Principles Board Opinion ("APB") No. 25. "Accounting for Stock Issued to
Employees", and related interpretations including FASB Interpretation No. 44,
"Accounting for Certain Transactions Involving Stock Compensation", an
interpretation of APB No. 25. No stock-based employee compensation cost is
reflected in operations, as all options granted under those plans had an
exercise price equal to the market value of the underlying common stock on the
date of grant.
The following table illustrates the effect on net income (loss) and income
(loss) per share if the Company had applied the fair value recognition
provisions of SFAS 123 to stock-based employee compensation:
For the Years Ended
June 30,
-----------------------------
2005 2004
------------- -------------
Net Income (Loss) Available to
Common Stockholders, as Reported $ 943,768 $ (9,494,383)
Deduct:
Total stock-based employee
Compensation expense determined
under fair value based method for 216,362 438,751
all awards ------------- -------------
Proforma Net Income (Loss) $ 727,406 $ (9,933,134)
============= =============
Basic and Diluted Net Earnings (Loss)
Per Share, as Reported $ 0.01 $(0.10)
====== =======
Basic and Diluted Proforma Net Earnings
(Loss) Per Share $ 0.01 $(0.11)
====== =======
FONAR CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 2006
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
Stock Options and Warrants and Similar Equity Instruments and Earnings (Loss)
Per Share (Continued)
------------------------------------------------------------------------------
The fair value of options at date of grant was estimated using the Black-
Scholes fair value based method with the following weighted average
assumptions:
For the Years Ended
June 30,
-----------------------------
2005 2004
------------- -------------
Expected life (years) 3 3
Interest rate 2.69% 2.69%
Annual rate of dividends 0% 0%
Volatility 40% 55%
The weighted average fair value of the options at the date of grant, using the
fair value based method, for the years ended June 30, 2005 and 2004 was
estimated at $0.74 and $0.75, respectively.
Cash and Cash Equivalents
-------------------------
The Company considers all short-term highly liquid investments with a maturity
of three months or less when purchased to be cash or cash equivalents.
Concentration of Credit Risk
----------------------------
Cash: The Company maintains its cash and cash equivalents with various financial
institutions, which exceed federally insured limits throughout the year. At June
30, 2006, the Company had cash on deposit of approximately $3,536,000 in excess
of federally insured limits.
Related Parties: Net revenues from related parties accounted for approximately
50%, 29% and 40% of the consolidated net revenues for the years ended June 30,
2006, 2005 and 2004, respectively.
Fair Value of Financial Instruments
-----------------------------------
The financial statements include various estimated fair value information at
June 30, 2006, 2005 and 2004, as required by SFAS No. 107, "Disclosures about
Fair Value of Financial Instruments". Such information, which pertains to the
Company's financial instruments, is based on the requirements set forth in that
Statement and does not purport to represent the aggregate net fair value to the
Company.
FONAR CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 2006
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
Fair Value of Financial Instruments (Continued)
-----------------------------------------------
The following methods and assumptions were used to estimate the fair value of
each class of financial instruments for which it is practicable to estimate that
value:
Cash and cash equivalents: The carrying amount approximates fair value because
of the short-term maturity of those instruments.
Accounts receivable and accounts payable: The carrying amounts approximate fair
value because of the short maturity of those instruments.
Investment in sales-type leases and investments, advances and notes to related
medical practices: The carrying amount approximates fair value because the
discounted present value of the cash flow generated by the related parties
approximates the carrying value of the amounts due to the Company.
Long-term debt and notes payable: The carrying amounts of debt and notes payable
approximate fair value due to the length of the maturities, the interest rates
being tied to market indices and/or due to the interest rates not being
significantly different from the current market rates available to the Company.
All of the Company's financial instruments are held for purposes other than
trading.
Comprehensive Income (Loss)
---------------------------
Comprehensive income (loss) generally includes all changes in equity during a
period, except those resulting from investments by stockholders and
distributions to stockholders.
Recent Accounting Pronouncements
--------------------------------
In May 2005, FASB issued SFAS No. 154, "Accounting Changes and Error
Corrections - a Replacement of APB Opinion No. 20 and FASB No. 3." This
statement requires retrospective application of prior periods' financial
statements of changes in accounting principles, unless it is impracticable to
determine the period specific effects, or the cumulative effect of the change.
This pronouncement will be effective for fiscal years beginning after December
15, 2005. Currently, the Company does not have changes in accounting principle,
the adoption of SFAS No. 154 will not have an impact on the Company's financial
position or results of operations.
FONAR CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 2006
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
Recent Accounting Pronouncements (Continued)
--------------------------------
In February 2006, the FASB issued SFAS No. 155, Accounting for Certain Hybrid
Financial Instruments-An Amendment of FASB No. 133 and 140. The purpose of SFAS
statement No. 155 is to simplify the accounting for certain hybrid financial
instruments by permitting fair value re-measurement for any hybrid financial
instrument that contains an embedded derivative that otherwise would require
bifurcation. SFAS No.155 also eliminates the restriction on passive derivative
instruments that a qualifying special-purpose entity may hold. SFAS No. 155 is
effective for all financial instruments acquired or issued after the beginning
of any entity's first fiscal year beginning after September 15, 2006. We believe
that the adoption of this standard on July 1, 2007 will not have a material
effect on our consolidated financial statements.
In March 2006, the FASB issued SFAS No. 156, Accounting for Servicing of
Financial Assets, an Amendment of SFAS No. 140 SFAS No. 156 requires separate
recognition of a servicing asset and a servicing liability each time an entity
undertakes an obligation to service a financial asset by entering into a
servicing contract. This statement also requires that servicing assets and
liabilities be initially recorded at fair value and subsequently adjusted to the
fair value at the end of each reporting period. This statement is effective in
fiscal years beginning after September 15, 2006. We believe that the adoption of
this standard on July 1, 2007 will not have a material effect on our
consolidated financial statements.
In June 2006, the FASB issued Interpretation No. 48, "Accounting of Uncertainty
in Income Taxes-an interpretation of FASB Statement No. 109". This
Interpretation 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 tax return, and provides guidance on derecognition,
classification, interest and penalties, accounting in interim periods,
disclosure, and transition. This Interpretation is effective for fiscal years
beginning after December 15, 2006. The Company is assessing the impact of this
Interpretation on its consolidated financial statements, but does not expect it
to have a material effect.
Investment At Cost
------------------
The Company has a 20% equity interest in an unconsolidated entity. The income on
this investment is included under other income (expense).
Reclassifications
-----------------
Certain prior year amounts have been reclassified to conform to the current year
presentation. The reclassifications did not have any effect on reported net
(losses) income for any periods presented.
FONAR CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 2006
NOTE 3 - MANAGEMENT AGREEMENTS
In connection with two acquisitions completed in June of 1997 and August of
1998, a portion of the purchase price was allocated to various long-term
management agreements. These management agreements were sold on July 28, 2005
(see Note 24). The cost, accumulated amortization and net carrying value at June
30, 2005 is as follows:
As of June 30, 2005
-------------------
Acquisition Accumulated Net Carrying
Date Cost Amortization Value
----------- ---------- ------------ -------------
Affordable Diagnostics, Inc. June 1997 $1,441,684 $ 1,441,684 $ -
Dynamic Health Care
Management, Inc.
("Dynamic") August 1998 7,124,855 3,133,167 3,991,688
----------- ---------- ------------ -------------
$8,566,539 $4,574,851 $ 3,991,688
========== ========== ===========
Amortization of management agreements for the years ended June 30, 2006, 2005
and 2004 was $37,300, $633,577 and $633,577, respectively.
On May 23, 2005, HMCA and Dynamic terminated their management agreements with
three related physical medicine practices, under which HMCA and Dynamic were
managing six physical medicine facilities. Commensurate with this termination,
HMCA and Dynamic entered into new management agreements with four unrelated
medical practices to manage five of the same physical medicine facilities.
Pursuant to the Termination and Replacement Agreements, the related medical
practices assigned to HMCA and Dynamic medical receivables valued at $11,775,000
in consideration of management fees outstanding of $7,669,993 and termination
fees of $4,105,007. The balance of the medical receivables as of June 30, 2006
is $6,053,007. The $4,105,007 was accounted for as a recovery of the capitalized
management agreements, with $2,277,956 allocated to the Affordable Diagnostics,
Inc. capitalized management agreements and $1,827,052 allocated to the Dynamic
Healthcare Management, Inc. capitalized management agreements.
The Termination and Replacement Agreements required the related physical
medicine practices to replace five of the six management agreements, which HMCA
and Dynamic were managing. In the event that the related medical practices did
not replace the management agreements, the related medical practices would be
obligated to continue to pay the monthly management fees under the cancelled
agreements until a total of $4,000,000 was received. As noted above, the five
management agreements were replaced on May 23, 2005.
On July 28, 2005, the management agreements, along with certain related assets,
were sold (see Note 24).
FONAR CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 2006
NOTE 4 - MARKETABLE SECURITIES
The following is a summary of marketable securities at June 30, 2006 and 2005:
June 30, 2006
--------------------------------------
Unrealized Fair Market
Cost Loss Value
------------ ----------- -----------
Certificate of deposits $ 600,000 $ (25,081) $ 574,919
U.S. Government Obligations 2,494,500 (58,357) 2,436,143
Corporate and government
agency bonds 2,000,000 (152,315) 1,847,685
Equities - other 89,422 (10,327) 79,095
------------ ----------- -----------
$ 5,183,922 $ (246,080) $ 4,937,842
============ =========== ===========
June 30, 2005
--------------------------------------
Unrealized Fair Market
Cost Loss Value
------------ ----------- -----------
Certificate of deposits $ 1,600,000 $ (17,925) $ 1,582,075
U.S. Government Obligations 3,781,987 (12,787) 3,769,200
Corporate and government
agency bonds 4,100,000 (149,175) 3,950,825
Equities - other 111,494 (2,363) 109,131
------------ ----------- -----------
$ 9,593,481 $ (182,250) $ 9,411,231
============ =========== ===========
All debt securities are due within five years. At June 30, 2006, the amount of
cost due within one year was $300,000.
NOTE 5 - MANAGEMENT FEE RECEIVABLE AND ACCOUNTS RECEIVABLE
The Company's customers are concentrated in the healthcare industry.
Management Fee Receivable
-------------------------
The Company's receivable from the related and non-related PCs substantially
consists of fees outstanding under management agreements. Payment of the
outstanding fees is dependent on collection by the PCs of fees from third party
medical reimbursement organizations, principally insurance companies and health
management organizations.
FONAR CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 2006
NOTE 5 - MANAGEMENT FEE RECEIVABLE AND ACCOUNTS RECEIVABLE (Continued)
Collection by the Company of its management fee receivable may be impaired by
the uncollectibility of PCs 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.
Approximately 47%, 66% and 65%, respectively, of the PCs 2006, 2005 and 2004 net
revenues 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, including legally prescribed
arbitrations, to collect its receivables. Credit losses associated with the
receivables are provided for in the consolidated financial statements and have
historically been within management's expectations.
Net revenues from management and other fees charged to the related PCs accounted
for approximately 38%, 22% and 32%, of the consolidated net revenues for the
years ended June 30, 2006, 2005 and 2004, respectively.
Unaudited Financial Information of Unconsolidated Managed Medical Practices
---------------------------------------------------------------------------
Audited financial information related to the unconsolidated related PCs 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 unaudited income statement data for the years ended December 31, 2005
and 2004 related to the unconsolidated medical practices managed by the Company
are as follows:
(000's omitted)
2005 2004
------------ -----------
Patient Revenue - Net $ 17,863 $ 33,584
============ ===========
Income (Loss) from Operations
(Income Tax - Cash Basis) $ 257 $ 74
============ ===========
Net Loss (Income Tax - Cash Basis) $ (506) $ (247)
============ ===========
FONAR CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 2006
NOTE 5 - MANAGEMENT FEE RECEIVABLE AND ACCOUNTS RECEIVABLE (Continued)
Accounts Receivable
-------------------
Credit risk with respect to the Company's accounts receivable related to product
sales and service and repair fees is limited due to the customer advances
received prior to the commencement of work performed and the billing of amounts
to customers as sub-assemblies are completed. Service and repair fees are billed
on a monthly or quarterly basis and the Company does not continue providing
these services if accounts receivable become past due. The Company controls
credit risk with respect to accounts receivable from service and repair fees
through its credit evaluation process, credit limits, monitoring procedures and
reasonably short collection terms. The Company performs ongoing credit
authorizations before a product sales contract is entered into or service and
repair fees are provided. Bad debt expense has been within management's
expectations and, generally, the Company does not require collateral or other
security to support accounts receivable.
NOTE 6 - COSTS AND ESTIMATED EARNINGS ON UNCOMPLETED CONTRACTS AND CUSTOMER
ADVANCES
1) Information relating to uncompleted contracts as of June 30, 2006 and 2005
is as follows:
As of June 30,
--------------------------
2006 2005
----------- -----------
Costs incurred on uncompleted contracts $14,034,496 $18,364,046
Estimated earnings 2,284,685 8,704,477
----------- -----------
16,319,181 27,068,523
Less: Billings to date 16,477,700 16,985,000
----------- -----------
$ (158,519) $10,083,523
=========== ===========
FONAR CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 2006
NOTE 6 - COSTS AND ESTIMATED EARNINGS ON UNCOMPLETED CONTRACTS AND CUSTOMER
ADVANCES (Continued)
Included in the accompanying consolidated balance sheets under the following
captions:
As of June 30,
--------------------------
2006 2005
----------- -----------
Costs and estimated earnings
in excess of billings on
uncompleted contracts $ 2,957,679 $10,538,163
Costs and estimated earnings
in excess of billings on
uncompleted contracts -
related party - -
Less: Billings in excess
of costs and estimated
earnings on uncompleted
contracts 2,978,789 301,179
Less: Billings in excess of
costs and estimated earnings
on uncompleted contracts -
related party 137,409 153,461
----------- -----------
$ (158,519) $10,083,523
=========== ===========
2) Customer advances consist of the following:
As of June 30, 2006
------------------------------------
Related
Total Parties Other
----------- ---------- -----------
Total advances $21,983,157 $1,491,566 $20,491,591
Less: Advances on contracts
under construction 16,477,700 1,450,000 15,027,700
----------- ----------- -----------
$ 5,505,457 $ 41,566 $ 5,463,891
=========== ========== ===========
As of June 30, 2005
------------------------------------
Related
Total Parties Other
----------- ---------- -----------
Total advances $18,659,549 $ 1,541,566 $17,117,983
Less: Advances on contracts
under construction 16,985,000 1,500,000 15,485,000
----------- ----------- -----------
$ 1,674,549 $ 41,566 $ 1,632,983
=========== =========== ===========
FONAR CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 2006
NOTE 7 - INVENTORIES
Inventories included in the accompanying consolidated balance sheets consist of:
As of June 30,
------------------------
2006 2005
----------- -----------
Purchased parts, components and supplies $ 5,315,368 $ 8,290,077
Work-in-process 1,761,691 1,547,713
----------- -----------
$ 7,077,059 $ 9,837,790
=========== ===========
NOTE 8 - INVESTMENT IN SALES-TYPE LEASE
During the year ended June 30, 2001, the Company entered into a $1,050,000
lease agreement with a third party for an MRI scanner, which is considered a
sales-type lease. The lease is payable in 75 monthly installments of $18,389
each, plus at the end of the 75-month lease, the lessee can elect to continue
the lease for an additional two years, at a monthly payment of $18,389,
including interest at 12.5% per annum, or pay a lump sum of $200,000.
The Company's investment in a sales-type lease as at June 30, 2006 and 2005 is
as follows:
As of June 30,
------------------------
2006 2005
----------- -----------
Net minimum lease payments receivable $ 291,945 $ 512,613
Less: Unearned income 12,917 59,834
---------- ----------
Net investment in sales-type leases $ 279,028 $ 452,779
========== ==========
Current portion $ 279,028 $ 173,751
Non-current portion - 279,028
---------- ----------
$ 279,028 $ 452,779
========== ==========
FONAR CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 2006
NOTE 9 - PROPERTY AND EQUIPMENT
Property and equipment, at cost, less accumulated depreciation and amortization,
at June 30, 2006 and 2005, is comprised of:
As of June 30,
------------------------
2006 2005
----------- -----------
Diagnostic equipment under capital
leases $ 780,150 $ 800,339
Diagnostic equipment 3,213,259 4,053,198
Research, development and
demonstration equipment 9,178,402 8,819,089
Machinery and equipment 3,582,539 7,393,347
Furniture and fixtures 2,124,453 3,581,104
Equipment under capital leases 1,504,123 1,517,441
Leasehold improvements 5,341,840 6,095,373
Building 924,114 -
----------- -----------
26,648,880 32,259,891
Less: Accumulated depreciation
and amortization 19,981,460 24,665,666
----------- -----------
$ 6,667,420 $ 7,594,225
=========== ===========
Depreciation and amortization of property and equipment for the years ended June
30, 2006, 2005 and 2004 was $2,518,116, $2,651,310 and $2,626,849, respectively.
Equipment under capital leases has a net book value of $689,352 and $995,303 at
June 30, 2006 and 2005, respectively.
NOTE 10 - OTHER INTANGIBLE ASSETS
Other intangible assets, net of accumulated amortization, at June 30, 2006 and
2005 are comprised of:
As of June 30,
------------------------
2006 2005
----------- -----------
Capitalized software
development costs $4,512,812 $4,159,882
Patents and copyrights 3,579,103 3,135,672
---------- ----------
8,091,915 7,295,554
Less: Accumulated amortization 3,162,432 2,792,307
---------- ----------
$4,929,483 $4,503,247
========== ==========
FONAR CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 2006
NOTE 10 - OTHER INTANGIBLE ASSETS (Continued)
Information related to other intangible assets for the years ended June 30,
2006, 2005 and 2004 is as follows:
Balance - Beginning of Year $4,503,247 $3,957,687 $3,375,187
Amounts capitalized 1,157,685 1,252,425 1,202,972
Amortization (731,449) (706,865) (620,472)
---------- ---------- ----------
Balance - End of Year $4,929,483 $4,503,247 $3,957,687
========== ========== ==========
Amortization of patents and copyrights for the years ended June 30, 2006, 2005
and 2004 amounted to $110,493, $95,613 and $82,429, respectively.
Amortization of capitalized software development costs for the years ended June
30, 2006, 2005 and 2004 was $620,956, $611,252 and $538,043, respectively.
The estimated amortization of patents and copyrights and capitalized software
development costs for the five years ending June 30, 2010 is as follows:
Capitalized
Software
For the Years Patents and Development
Ending June 30, Total Copyrights Costs
--------------- ---------- ----------- -----------
2007 $ 716,941 $ 111,758 $ 605,183
2008 663,364 125,195 538,169
2009 470,982 142,909 328,073
2010 381,616 162,034 219,582
2011 290,431 151,331 139,100
---------- ---------- ----------
$2,523,334 $ 693,227 $1,830,107
========== ========== ==========
The weighted average amortization period for other intangible assets is 9.5
years and has no residual value.
FONAR CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 2006
NOTE 11 - NOTES RECEIVABLE
Notes receivable as of June 30, 2006 and 2005 consist of the following:
June 30,2006 June 30, 2005
------------ -------------
Note Receivable - Sale of
assets (Note 24) $ 6,600,000 $ -
Note Receivable - (a) 95,000 180,000
Note Receivable - (b) 368,000
Note Receivable - Other 5,000 5,000
---------- -------------
Total Notes Receivable 6,700,000 553,000
Discount of note receivable ( 512,932) -
------------ -------------
Net Notes Receivable $ 6,178,068 $ 553,000
=========== =============
Current Portion $ 459,398 $ -
Long-Term Portion $ 5,718,670 $ 553,000
a) Notes receivable represents a note due from a customer for the purchase of a
system. The note is payable over two years. The balance of this note receivable
as of June 30, 2006 and 2005 is $95,000 and 180,000, respectively.
b) Included in notes receivable at June 30, 2005 are promissory notes totaling
$368,000. These notes represented advances to unrelated PCs, in which HMCA had
entered into management agreements. These agreements, along with the promissory
notes, were sold on July 28, 2005 as part of the sale of the physical medicine
management business (see Note 24).
NOTE 12 - CAPITAL STOCK
Common Stock
------------
Cash dividends payable on the common stock shall, in all cases, be on a per
share basis, one hundred twenty percent (120%) of the cash dividend payable on
shares of Class B common stock and three hundred sixty percent (360%) of the
cash dividend payable on a share of Class C common stock.
On February 15, 2005, the Company amended its certificate of incorporation
increasing the number of authorized shares from 110,000,000 to 130,000,000.
On July 28, 2005, the Company amended its certificate of incorporation
increasing the number of authorized shares from 130,000,000 to 150,000,000.
On October 6, 2003 and June 28, 2004, the Company filed Registration Statements
on Form S-3 to register 10,000,000 shares (5,000,000 shares on each date) of the
Company's common stock to be issued for various costs and expenses of the
Company. As of June 30, 2006, no shares of common stock of FONAR were available
for future grant under this plan.
FONAR CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 2006
NOTE 12 - CAPITAL STOCK (Continued)
Common Stock (Continued)
------------
On August 9, 2005, the Company filed a Registration Statement on Form S-3 to
register 10,000,000 shares of the Company's common stock to be issued for
various costs and expenses of the Company. As of June 30, 2006, 6,695,162 shares
of common stock of FONAR were available for future grant under this plan.
Class B Common Stock
--------------------
Class B common stock is convertible into shares of common stock on a one-for-
one basis. Class B common stock has 10 votes per share. There were 3,953 of such
shares outstanding at June 30, 2006 and 2005.
Class C Common Stock
--------------------
On April 3, 1995, the stockholders ratified a proposal creating a new Class C
common stock and authorized the exchange offering of three shares of Class C
common stock for each share of the Company's outstanding Class B common stock.
The Class C common stock has 25 votes per share, as compared to 10 votes per
share for the Class B common stock and one vote per share for the common stock.
The Class C common stock was offered on a three-for-one basis to the holders of
the Class B common stock. Although having greater voting power, each share of
Class C common stock has only one-third of the rights of a share of Class B
common stock to dividends and distributions. Class C common stock is convertible
into shares of common stock on a three-for-one basis.
Class A Non-Voting Preferred Stock
----------------------------------
On April 3, 1995, the stockholders ratified a proposal consisting of the
creation of a new class of Class A non-voting preferred stock with special
dividend rights and the declaration of a stock dividend on the Company's common
stock consisting of one share of Class A non-voting preferred stock for every
five shares of common stock. The stock dividend was payable to holders of common
stock on October 20, 1995. Class A non-voting preferred stock issued pursuant to
such stock dividend approximates 7.8 million shares.
The Class A non-voting preferred stock is entitled to a special dividend equal
to 3-1/4% of first $10 million, 4-1/2% of next $20 million and 5-1/2% on
amounts in excess of $30 million of the amount of any cash awards or
settlements received by the Company in connection with the enforcement of five
of the Company's patents in its patent lawsuits, less the revised special
dividend payable on the common stock with respect to one of the Company's
patents.
The Class A non-voting preferred stock participates on an equal per share basis
with the common stock in any dividends declared and ranks equally with the
common stock on distribution rights, liquidation rights and other rights and
preferences (other than the voting rights).
FONAR CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 2006
NOTE 12 - CAPITAL STOCK (Continued)
Options
-------
The Company has stock option plans, which provide for the awarding of incentive
and non-qualified stock options to employees, directors and consultants who may
contribute to the success of the Company. The options granted vest either
immediately or ratably over a period of time from the date of grant, typically
three or four years, at a price determined by the Board of Directors or a
committee of the Board of Directors, generally the fair value of the Company's
common stock at the date of grant. The options must be exercised within ten
years from the date of grant.
FONAR's 1993 Incentive Stock Option Plan (the "FONAR 1993 Plan"), adopted on
March 26, 1993, was intended to qualify as an incentive stock option plan under
Section 422A of the Internal Revenue Code of 1954, as amended. The FONAR 1993
Plan permitted the issuance of stock options covering an aggregate of 1,500,000
shares of common stock of FONAR. The FONAR 1993 Plan terminated on March 25,
2003. No options to purchase shares of common stock remained available for grant
under the FONAR 1993 Plan at that time. There are 59,000 options that were
issued under the FONAR 1993 Plan that remain outstanding.
FONAR's 1997 Nonstatutory Stock Option Plan, adopted on May 9, 1997, permits the
issuance of stock options covering an aggregate of 5,000,000 shares of common
stock of FONAR. The options may be issued at such prices and upon such terms and
conditions as are determined by FONAR. The 1997 Plan will terminate on May 8,
2007. As of June 30, 2006, options to purchase 357,900 shares of common stock of
FONAR were available for future grant. Of the options granted under this plan,
2,228,943 remain outstanding.
FONAR's 2002 Incentive Stock Option Plan (the "FONAR 2002 Plan"), adopted on
July 1, 2002, is intended to qualify as an incentive stock option plan under
Section 422A of the Internal Revenue Code of 1954, as amended. The FONAR 2002
Plan permits the issuance of stock options covering an aggregate of 2,500,000
shares of common stock of FONAR. The options have an exercise price equal to
the fair market value of the underlying stock on the date the option is
granted, are nontransferable, are exercisable for a period not exceeding ten
years and expire upon the voluntary termination of employment. The FONAR 2002
Plan will terminate on June 30, 2012. As of June 30, 2006, options to purchase
1,273,572 shares of common stock of FONAR were available for future grant under
this plan and 578,700 shares remain outstanding.
FONAR's 2005 Incentive Stock Option Plan (the "FONAR 2005 Plan"), adopted on
February 16, 2005, is intended to qualify as an incentive stock option plan
under Section 422A of the Internal Revenue Code of 1954, as amended. The FONAR
2005 Plan permits the issuance of stock options covering an aggregate of
2,000,000 shares of common stock of FONAR. The options have an exercise price
equal to the fair market value of the underlying stock on the date the option
is granted, are non-transferable, are exercisable for a period not exceeding
ten years, and expire upon the voluntary termination of employment. The FONAR
2005 Plan will terminate on February 14, 2015. As of June 30, 2006, 2,000,000
shares of common stock of FONAR were available for future grant under this
Plan.
FONAR CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 2006
NOTE 12 - CAPITAL STOCK (Continued)
Options (Continued)
-------
Stock option activity and weighted average exercise prices under these plans and
grants for the years ended June 30, 2006, 2005 and 2004 were as follows:
Weighted
Average Aggregate
Number of Exercise Intrinsic
Options Price Value
---------- --------- ---------
Outstanding, June 30, 2003 3,690,693 $1.38 -
Granted 324,183 1.11 -
Exercised (471,788) 0.98 -
Forfeited (496,082) 2.57 -
--------- --------- ---------
Outstanding, June 30, 2004 3,047,006 1.22 -
Granted 150,973 1.28 -
Exercised (200,456) 1.23 -
Forfeited (161,875) 1.28 -
--------- --------- ---------
Outstanding, June 30, 2005 2,835,648 1.22 -
Granted 1,790,824 .71 -
Exercised (1,704,824) .71 -
Forfeited ( 55,005) 1.14 -
--------- --------- ---------
Outstanding, June 30, 2006 2,866,643 $1.20 -
========= ========= =========
Exercisable at:
June 30, 2004 2,425,311 $1.24
June 30, 2005 2,287,947 $1.24
June 30, 2006 2,866,643 $1.20
During the year ended June 30, 2006, 1,790,824 options were granted, of which,
50,000 were granted to an employee and 1,740,824 were granted to consultants.
The compensatory element of the options granted was $109,936. During the year
ended June 30, 2006, 1,704,824 of the options granted in 2006 were exercised.
The fair value of the options granted in 2006 to the consultants was calculated
under the Black Scholes pricing method factoring in the short-term exercise
period. The value of the employee options was determined to be deminimus, as
calculated using the Black Scholes pricing method. The model was based on an
expected life of three years, interest rate of 4% and a 34% volatility.
FONAR CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 2006
NOTE 12 - CAPITAL STOCK (Continued)
Options (Continued)
-------
The range of exercise prices for options outstanding as of June 30, 2006 was as
follows:
Weighted
Average
Number of Remaining
Options Contractual
Range of Exercise Price Outstanding Life in Years
----------------- ------ ----------- -------------
$ .58 - $1.125 2,075,789 4.9
$1.13 - $1.69 586,866 4.4
$1.70 - $1.875 203,988 5.1
----------
2,866,643
==========
On March 10, 1997, HMCA adopted the 1997 Incentive Stock Option Plan, pursuant
to which HMCA authorized the issuance of up to 2,000,000 shares of the common
stock of HMCA. Options to purchase 1,600,000 shares at an option price of $0.10
per share were granted on March 10, 1997. As of June 30, 2006, options to
purchase 400,000 shares of HMCA common stock were available for future grant
under this plan.
On December 16, 1998, HMCA adopted the 1998 Non-Statutory Stock Option Plan,
pursuant to which HMCA authorized the issuance of up to 500,000 shares of the
common stock of HMCA. Options to purchase 400,000 shares at an option price of
$1.00 per share were granted on December 16, 1998. During the year ended June
30, 2003, the Company issued 1,125,000 shares of FONAR common stock at a value
of $1,226,251 to a related party in exchange for the options outstanding under
the HMCA 1997 Incentive and 1998 Non-Statutory Stock Option Plans. As of June
30, 2006, 100,000 shares of HMCA common stock were available for future grant
under this plan.
On December 16, 1998, HMCA adopted the 1998 Incentive Stock Option Plan,
pursuant to which HMCA authorized the issuance of up to 2,000,000 shares of the
common stock of HMCA. Options to purchase 670,000 shares at an option price of
$1.00 per share were granted on December 16, 1998. 470,000 of the options
granted will not become exercisable unless and until such time as HMCA
successfully completes a public offering of its securities, and 200,000 of the
options will not become exercisable until one year thereafter. The options will
expire on December 15, 2008. No options have vested as of June 30, 2006. As of
June 30, 2006, options to purchase 1,330,000 shares of HMCA common stock were
available for future grant under this plan.
FONAR CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 2006
NOTE 12 - CAPITAL STOCK (Continued)
Options (Continued)
-------
Stock option share activity and weighted average exercise prices under the HMCA
plans and grants for the three years ended June 30, 2006, 2005 and 2004 were as
follows:
Weighted
Average
Number of Exercise
Options Price
----------- --------
Outstanding, June 30, 2004 660,000 $1.00
Forfeited -
---------- -----
Outstanding, June 30, 2005 660,000 $1.00
Forfeited -
---------- -----
Outstanding, June 30, 2006 660,000 $1.00
========== =====
Stock Bonus Plans
-----------------
FONAR's 2003 Stock Bonus Plan, adopted on November 1, 2002, permitted FONAR to
issue an aggregate of 5,000,000 shares of common stock of FONAR as bonus or
compensation. As of June 30, 2006, no shares of common stock of FONAR were
available for future grant under this plan.
FONAR's 2003 Supplemental Stock Bonus Plan, adopted May 1, 2003, permits FONAR
to issue an aggregate of 5,000,000 shares of common stock of FONAR as bonus or
compensation. FONAR selects the persons to whom bonus stock will be issued, the
number of shares to be awarded and such other terms and conditions as it deems
advisable. The 2003 Supplemental Stock Bonus Plan will terminate on April 30,
2013. As of June 30, 2006, no shares of common stock of FONAR were available for
future grant under this plan.
On February 6, 2004, the Company filed a Registration Statement on Form S-8 to
register 2,000,000 shares under the Company's 2004 Stock Bonus Plan that was
adopted on February 4, 2004. As of June 30, 2006, no shares of common stock of
FONAR were available for future grant under this plan.
On February 16, 2005, the Company filed a registration statement on Form S-8 to
register 3,000,000 shares under FONAR's 2005 Stock Bonus Plan. As of June 30,
2006, no shares of common stock of FONAR were available for future grant under
this plan.
On July 18, 2005, the Company filed a registration statement on Form S-8 to
register 3,000,000 shares under FONAR's 2005 Supplemental Stock Bonus Plan. As
of June 30, 2006, 319,006 shares of common stock of FONAR were available for
future grant under this plan.
FONAR CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 2006
NOTE 12 - CAPITAL STOCK (Continued)
Warrants
--------
As of June 30, 2006, 1,050,000 warrants remain outstanding, which expire on May
24, 2009. The exercise price is $.79. The holder of the warrants has anti-
dilution rights which provide for proportionate adjustments of the exercise
price and number of underlying shares in the event of stock splits, stock
dividends or reverse stock splits and sales of the Company's common stock below
the warrant exercise price.
NOTE 13 - LONG-TERM DEBT, NOTES PAYABLE AND CAPITAL LEASES
Long-term debt, notes payable and capital leases consist of the following:
June 30,
------------------------
2006 2005
----------- -----------
Capital lease requiring monthly payments of $13,623,
including interest at a rate of 10.51% per annum
through July 2010. The loan is collateralized by the
related equipment. $ 540,876 $ 625,602
Note payable requiring monthly payments of $21,083,
including interest at a rate of 8% per annum through
August 31, 2007. The note is collateralized by the
related equipment (see Note 20). - 500,834
Capital lease requiring monthly payments of $2,997,
including interest at a rate of 8.36% per annum through
October 2008. The loan is collateralized by the related
equipment. 75,493 103,616
Note payable requiring monthly payments of interest at
a rate of 7% until May 2009 followed by monthly
payments of $3,908 through May 2026. A final payment of
$555,152 will be due on May 29, 2026. The loan is
collateralized by the related building. 555,152 -
Other (including capital leases for property and
equipment). 234,173 161,462
----------- -----------
1,405,694 1,391,514
Less: Current portion 233,751 425,143
----------- -----------
$ 1,171,943 $ 966,371
FONAR CORPORATION AND SUBSIDIARIES NOTES TO
CONSOLIDATED FINANCIAL STATEMENTS JUNE 30, 2006
NOTE 13 - LONG-TERM DEBT, NOTES PAYABLE AND CAPITAL LEASES (Continued)
The maturities of long-term debt over the next five years are as follows:
Years Ending
June 30,
------------
2007 $ 233,751
2008 206,464
2009 186,155
2010 183,451
2011 36,587
Thereafter 559,286
----------
$1,405,694
==========
NOTE 14 - INCOME TAXES
Components of the current provision for income taxes are as follows:
Years Ended June 30,
-------------------------------------
2006 2005 2004
---------- ---------- ----------
Current:
Federal$ 33,546 $ - $ -
State 20,488 64,041 29,889
---------- ---------- ----------
$ 54,034 $ 64,041 $ 29,889
========== ========== ==========
A reconciliation of the federal statutory income tax rate to the Company's
effective tax rate as reported is as follows:
Years Ended June 30,
------------------------------------
2006 2005 2004
---------- ---------- ----------
Taxes at federal statutory
Rate (34.0)% 34.0% (34.0)%
State and local income
taxes (benefit), net of
federal benefit 0.2 5.9 0.3
Permanent differences 1.7 2.5 1.8
Increase in the valuation
allowance 32.3 (36.5) 32.2
------ ------ ------
Effective income tax rate 0.2% 5.9% 0.3%
====== ====== ======
FONAR CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 2006
NOTE 14 - INCOME TAXES (Continued)
As of June 30, 2006, the Company has net operating loss ("NOL") carryforwards of
approximately $132,839,000 that will be available to offset future taxable
income. The utilization of certain of the NOLs is limited by separate return
limitation year rules pursuant to Section 1502 of the Internal Revenue Code. The
expiration dates of NOL carryforwards are as follows:
June 30,
--------
2012 $ 5,500,000
2013 845,000
2019 15,852,000
2020 18,718,000
2021 19,657,000
2022 19,711,000
2023 16,260,000
2024 9,257,000
2025 44,000
2026 26,995,000
------------
$132,839,000
============
The Company has, for federal income tax purposes, research and development tax
credit carryforwards aggregating $3,589,295, which are accounted for under the
flow-through method. The tax credit carryforwards expire as follows:
June 30,
--------
2012 $ 70,145
2013 402,590
2018 432,195
2019 378,193
2020 448,221
2022 441,865
2023 444,970
2024 440,499
2025 285,564
2026 245,053
----------
$3,589,295
==========
In addition, for New York State income tax purposes, the Company has tax credit
carryforwards, aggregating approximately $1,178,000, which are accounted for
under the flow-through method. The tax credit carryforwards expire during the
years ending June 30, 2006 to June 30, 2024.
The Company has capital loss carryforwards of $5,500,000 that expire as of June
30, 2009.
FONAR CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 2006
NOTE 14 - INCOME TAXES (Continued)
The Company has charitable contributions of approximately $223,000, which
expire during the years ending June 30, 2007 to June 30, 2010.
Significant components of the Company's deferred tax assets and liabilities at
June 30, 2006 and 2005 are as follows:
June 30,
---------------------------
2006 2005
------------ ------------
Deferred tax assets:
Allowance for doubtful accounts $ 1,899,465 $ 1,321,784
Non-deductible accruals 368,184 551,952
Net operating carryforwards 53,135,677 42,107,182
Tax credits 4,692,958 4,536,499
Inventory capitalization for
tax purposes 288,171 94,461
Property and equipment and
depreciation 1,021,206 -
Capital losses carryforwards 529,412 1,329,528
Charitable contributions 4,800 93,987
------------ ------------
61,939,873 50,035,393
Valuation allowance (61,001,305) (48,610,326)
------------ ------------
Net deferred tax assets 938,568 1,425,067
------------ ------------
Deferred tax liabilities:
Fixed and intangible assets
Capitalized software development - (526,409)
Costs
(938,568) (898,658)
Gross deferred tax liabilities ------------ -------------
(938,568) (1,425,067)
Net deferred tax liabilities ------------ -------------
$ - $ -
============ =============
The net change in the valuation allowance for deferred tax assets increased by
approximately $12,390,979 and $450,352, respectively, for the years ended June
30, 2006 and 2005.
FONAR CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 2006
NOTE 15 - OTHER CURRENT LIABILITIES
Included in other current liabilities are the following:
2006 2005
------------ ----------
Royalties $ 716,321 $ 903,697
Accrued salaries, commissions
and payroll taxes 1,146,160 2,092,398
Accrued interest 535,209 535,209
Litigation judgements 193,349 213,672
Sales tax payable 2,180,313 2,443,049
Other 1,330,483 1,286,065
------------ ----------
$ 6,101,835 $7,474,090
============ ==========
NOTE 16 - COMMITMENTS AND CONTINGENCIES
Leases
------
The Company rents its operating facilities and certain equipment, pursuant to
operating lease agreements expiring at various dates through December 2013. The
leases for certain facilities contain escalation clauses relating to increases
in real property taxes as well as certain maintenance costs.
In May 2002, HMCA entered into a sub-lease agreement (as amended in January
2003) with an entity owned by a relative of Raymond V. Damadian. The sub-lease
agreement expires on September 30, 2009. Rental income under the sub-lease
agreement for the years ended June 30, 2006, 2005 and 2004 amounted to $102,329,
$97,587 and $39,971, respectively. The amount due from the related party at June
30, 2006 was $19,652 and is included in current portion of advances and notes to
related medical practices (see Note 19).
During 2003, HMCA entered into a sub-lease agreement with a third party. The
sub-lease agreement expires on June 30, 2006. Rental income under the sub- lease
agreement for the years ended June 30, 2006, 2005 and 2004 amounted to
approximately $87,000, $129,000 and $130,000, respectively. The rental income is
included in the consolidated statements of operations under costs related to
management and other fees - related medical practices.
FONAR CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 2006
NOTE 16 - COMMITMENTS AND CONTINGENCIES (Continued)
Future minimum operating lease commitments, along with sub-lease income
consisted of the following at June 30, 2006:
Facilities
And
Equipment
Year Ending (Operating Sub-Lease
June 30, Lease) (Income)
----------- ----------- ----------
2007 $ 2,391,766 $ (84,000)
2008 2,378,128 (84,000)
2009 1,705,193 (84,000)
2010 735,713 (84,000)
2011 563,830 (21,000)
Thereafter 1,497,891 -
----------- ---------
Total minimum obligations $ 9,272,521 $(357,000)
=========== =========
Rent expense for operating leases approximated 2,922,995,$3,316,000 and
$3,286,000 for the years ended June 30, 2006, 2005 and 2004, respectively.
License Agreements
------------------
The Company has license agreements with two separate companies, which require
the Company to pay a royalty on the Company's future sales of certain MRI
imaging apparatus. Royalty expense charged to operations for the years ended
June 30, 2006, 2005 and 2004 approximated $65,000, $868,000 and $802,000,
respectively.
In July 2000, the Company entered into a license agreement, pursuant to which it
licensed certain of its intellectual assets on a non-exclusive basis.
Remuneration payable to the Company under this agreement was $11.7 million, of
which $9.0 million was received in September of 2000 and $2.7 million in January
of 2001. The license fee of $11.7 million was recognized as income ratably over
the five-year period ended June 30, 2005.
Employee Benefit Plans
----------------------
The Company has a non-contributory 401(k) Plan (the "401(k) Plan"). The 401(k)
Plan covers all non-union employees who are at least 21 years of age with no
minimum service requirements. There were no employer contributions to the Plan
for the years ended June 30, 2006, 2005 and 2004.
The stockholders of the Company approved the 2000 Employee Stock Purchase Plan
("ESPP") at the Company's annual stockholders' meeting in April 2000. The ESPP
provides for eligible employees to acquire common stock of the Company at a
discount, not to exceed 15%. This plan has not been put into effect as of June
30, 2006.
FONAR CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 2006
NOTE 16 - COMMITMENTS AND CONTINGENCIES (Continued)
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.
In March 2005, the Company settled a litigation for $550,000, which arose during
the installation of a scanner when an employee of a customer's subcontractor was
injured. The Company believed that it was not at fault but elected to settle the
case to avoid the cost and uncertainty of litigation. At June 30, 2004, the
Company reserved $200,000 in anticipation of a settlement. During the year ended
June 30, 2005, the Company recorded an additional $350,000 shown in other
expenses in the accompanying consolidated statement of operations, to reflect
the balance of the settlement (see Note 17).
Certain no-fault insurers have raised issues concerning whether the Company's
clients the "PC's" are in compliance with certain laws, including, but not
limited to, laws governing their corporate structure and/or licensing, their
entitlement or standing to seek and/or obtain no-fault benefits, and/or laws
prohibiting the corporate practice of medicine, fee-splitting and/or physician
self referrals. To the extent any claims are asserted against the PC's, the
settlement of such claims could result in the PC's waiving their rights to
collect certain of their insurance claims. Management believes that the Company
and the PC's are not in violation of any of the above mentioned laws. Since the
resolution or settlement of these claims with the insurance companies could have
a material impact on the collection of management fees by the Company from its
PC's, the Company has provided reserves for uncollectable fees related to this
matter.
Potential Delisting of the Company's Common Stock
-------------------------------------------------
The Company received written notification from the Nasdaq Stock Market on
December 22, 2005 that the bid price of its common stock for the last 30
consecutive trading days had closed below the minimum $1.00 per share required
for continued listing under Nasdaq Marketplace Rule 4310(c)(4) (the "Rule").
Pursuant to Nasdaq Marketplace Rule 4310(c)(8)(D), the Company has been provided
an initial period of 180 calendar days, or until June 20, 2006, to regain
compliance. The notice states that the Company has achieved compliance with the
Rule if at any time before June 20, 2006 the bid price of the Company's common
stock closes at $1.00 per share or more for a minimum of 10 consecutive business
days. The Company has been granted an extension to achieve compliance until
December 20, 2006.
If the Company cannot demonstrate compliance with the bid price rule by December
20, 2006, than the Staff will provide written notice that the Company's
securities will be delisted. At that time, the Company may appeal the Staff's
determination to delist its securities to a Listing Qualifications Panel.
FONAR CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 2006
NOTE 17 - OTHER INCOME (EXPENSE)
Other income (expense) consists of:
For the Years Ended June 30,
-----------------------------------
2006 2005 2004
---------- ---------- ----------
Income from investment $ 156,000 $ 180,000 $ 117,000
Other income (expense) 171,000 322,178 131,356
Litigation settlements - (350,000) (232,109)
---------- ---------- ----------
$ 327,000 $ 152,178 $ 16,247
========== ========== ==========
NOTE 18 - SUPPLEMENTAL CASH FLOW INFORMATION
During the years ended June 30, 2006, 2005 and 2004, the Company paid $281,903,
$225,177 and $264,819 for interest, respectively. During the years ended June
30, 2006, 2005 and 2004, the Company paid $57,180, $78,638 and $14,459 for
income taxes, respectively.
Non-Cash Transactions
---------------------
- During the Year Ended June 30, 2006:
a) The Company acquired equipment of $132,262 under capital lease obligations.
b) The Company received notes receivable from employee stockholders of
$422,673 in connection with issuance of 674,339 shares of its common stock.
c) In connection with the Company's sale of its subsidiary in January 2006, an
equipment loan totaling $374,565 was assumed by the purchaser.
- During the Year Ended June 30, 2005:
a) The Company acquired equipment of $633,675 under a capital lease
obligation.
b) The Company issued 179,973 shares of common stock valued at $223,234 in
connection with issuance of notes and loans receivable from employee
stockholders.
- During the Year Ended June 30, 2004:
a) The Company acquired equipment of $276,852 under capital lease obligations.
b) The Company issued 264,840 shares of its common stock, valued at $276,885,
to various employees in connection with the issuance of notes and loans
receivable pursuant to various exercises of stock options.
FONAR CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 2006
NOTE 19 - ADVANCES AND NOTES TO RELATED MEDICAL PRACTICES
During 1994, Melville MRI, P.C. ("Melville Center"), a New York professional
corporation, of which Raymond V. Damadian is the sole shareholder, director and
president, purchased an MRI scanner from the Company. The balance due under this
note as of June 30, 2005 was $45,872. As of September 9, 2005, this note was
paid in full. Interest income on this note for the years ended June 30, 2006,
2005 and 2004 amounted to $383, $7,148 and $19,649, respectively.
Canarsie MRI Associates ("Canarsie"), a joint venture partnership, of which MRI
Specialties, Inc. ("Specialties") is an owner, is a party to a service agreement
for its scanner with the Company at an annual fee of $70,000. In addition,
during fiscal 2001, Canarsie purchased a QUAD MRI scanner from the Company, for
a purchase price of $850,000, payable as follows: (1) $400,000 downpayment
(received April 2001); (2) $450,000 in 84 equal monthly installments, including
interest at 6%, pursuant to a promissory note to be executed upon acceptance of
the scanner. Timothy Damadian, the son of Raymond V. Damadian, is the sole
stockholder, Director and President of Specialties. The balance due under this
note as of June 30, 2006 was $177,054. Interest income on this note for the
years ended June 30, 2006, 2005 and 2004 amounted to $12,791, $16,631 and
$20,247, respectively.
The Company has cumulative advances due from a former subsidiary, Tallahassee
Magnetic Resonance Imaging, P.A., totaling $546,183 as of June 30, 2006. This
balance is payable as follows: (1) Monthly payments of interest only of $2,730
until August 2007 (2) $546,183 in 40 monthly installments, including interest at
6%, pursuant to a promissory note.
The maturities of advances and notes to related medical practices over the next
five years are as follows:
Years Ending
June 30,
------------
2007 $ 89,824
2008 217,856
2009 212,382
2010 180,000
2011 66,183
--------
$766,245
NOTE 20 - SALE OF SUBSIDIARY
On January 31, 2006, the Company sold 100% of the stock of Tallahassee Magnetic
Resonance Imaging, P.A. to Raymond V. Damadian for a deminimus amount since the
liabilities exceeded the assets. No gain or loss was recognized on this sale.
Revenue recognized from this entity totaled $590,883 and $1,272,859 for the year
ended June 30, 2006 and 2005, respectively.
NOTE 21 - SEGMENT AND RELATED INFORMATION
The Company provides segment data in accordance with the provisions of SFAS No.
131, "Disclosures About Segments of an Enterprise and Related Information".
The Company operates in two industry segments - manufacturing and the servicing
of medical equipment and management of diagnostic imaging services.
The accounting policies of the segments are the same as those described in the
summary of significant accounting policies. All intersegment sales are market-
based. The Company evaluates performance based on income or loss from
operations.
FONAR CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 2006
NOTE 21 - SEGMENT AND RELATED INFORMATION (Continued)
Summarized financial information concerning the Company's reportable segments
is shown in the following table:
Physician
FONAR Management and
Medical Diagnostic
Equipment Services Totals
------------ -------------- -----------
Fiscal 2006:
-----------
Net revenues from external
customers $ 19,708,055 $ 13,368,274 $ 33,076,329
Intersegment net revenues $ 587,465 $ - $ 587,465
Loss from operations $(24,742,622) $ (4,981,864) $(29,724,486)
Depreciation and amortization $ 2,028,332 $ 1,258,533 $ 3,286,865
Compensatory element of stock
issuances $ 1,172,254 $ 723,208 $ 1,895,462
Termination costs paid with
common stock $ - $ 1,600,000 $ 1,600,000
Total identifiable assets $ 31,264,366 $ 25,965,178 $ 57,229,544
Capital expenditures $ 1,552,275 $ 2,045,940 $ 3,598,215
Fiscal 2005:
-----------
Net revenues from external
customers $ 81,266,949 $ 23,631,595 $104,898,544
Intersegment net revenues $ 506,955 $ - $ 506,955
Income from operations $ 751,570 $ 911,732 $ 1,663,302
Depreciation and amortization $ 2,343,146 $ 1,648,606 $ 3,991,752
Compensatory element of stock
issuances $ 1,290,346 $ 1,782,788 $ 3,073,134
Total identifiable assets $ 46,265,840 $ 29,828,642 $ 76,094,482
Capital expenditures $ 1,943,091 $ 1,513,624 $ 3,456,715
Fiscal 2004:
-----------
Net revenues from external
customers $ 48,629,455 $ 22,979,902 $ 71,609,357
Intersegment net revenues $ 474,584 $ - $ 474,584
(Loss) income from operations $ (8,777,961) $ 307,667 $ (8,470,294)
Depreciation and amortization $ 2,322,363 $ 1,558,535 $ 3,880,898
Compensatory element of stock
issuances $ 2,039,079 $ 2,086,638 $ 4,125,717
Total identifiable assets $ 48,891,815 $ 28,309,031 $ 77,200,846
Capital expenditures $ 2,642,212 $ 772,799 $ 3,415,011
FONAR CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 2006
NOTE 21 - SEGMENT AND RELATED INFORMATION (Continued)
Export Product Sales
--------------------
The Company's areas of operations are principally in the United States. The
Company had export sales of medical equipment amounting to 23.2%, 9.4% and 1.0%
of product sales revenues to third parties for the years ended June 30, 2006,
2005 and 2004, respectively.
The foreign product sales, as a percentage of product sales to unrelated
parties, were made to customers in the following countries:
For the Years Ended June 30,
----------------------------
2006 2005 2004
------ ---- -----
Puerto Rico - % 3.8% .3%
Kuwait 9.7 - -
Spain - - .7
Switzerland - 1.9 -
England 7.6 2.8 -
Germany 5.9 .9 -
------ ---- -----
23.2% 9.4% 1.0%
===== ==== =====
Foreign Service and Repair Fees
-------------------------------
The Company's areas of service and repair are principally in the United States.
The Company had foreign revenues of service and repair of medical equipment
amounting to 8.2%, 9.0% and 14.3% of consolidated net service and repair fees
for the years ended June 30, 2006, 2005 and 2004, respectively. The foreign
service and repair fees, as a percentage of total service and repair fees, were
provided principally to the following countries:
For the Years Ended June 30,
-----------------------------
2006 2005 2004
---- ---- -----
Korea .9% 1.2% 2.2%
Spain 2.0 2.8 3.5
Puerto Rico 1.1 .3 -
Saudi Arabia .9 1.4 2.5
Poland .9 1.5 2.8
Switzerland .7 - -
Germany .2 - -
England .2 - -
Scotland 1.3 1.8 3.3
---- ---- -----
8.2% 9.0% 14.3%
The Company does not have any material assets outside of the United States.
FONAR CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 2006
NOTE 22 - QUARTERLY FINANCIAL DATA (UNAUDITED)
(000's omitted, except per share data)
For the Quarters Ended
-----------------------------------------------------------------
September 30, December 31, March 31, June 30,
2005 2005 2006 2006 Total
------------- ------------ ----------- ------------ ---------
Total Revenues - Net $ 10,153 $ 10,541 $ 7,103 $ 5,279 $ 33,076
Total Costs and Expenses 18,188 16,085 14,461 14,067 62,801
Net Loss (8,317) (5,358) (7,357) (8,931) (29,963)
Basic and Diluted Net Loss
Per Share $ (0.08) $ (0.05) $ (0.07) $ (0.07) $ (0.27)
For the Quarters Ended
-----------------------------------------------------------------
September 30, December 31, March 31, June 30,
2004 2004 2005 2005 Total
------------- ------------ ----------- ------------ ---------
Total Revenues - Net $ 25,068 $ 29,499 $ 25,330 $ 25,002 $ 104,899
Total Costs and Expenses 24,161 28,276 25,355 25,443 103,235
Net Income (Loss) 786 1,141 (480) (433) 1,014
Basic and Diluted Net
Income Per Share $ 0.01 $ 0.01 $ - $ - $ 0.02
Income (loss) per share from operations for each quarter was computed
independently using the weighted-average number of shares outstanding during the
quarter. However, income (loss) per share for the year was computed using the
weighted-average number of shares outstanding during the year. As a result, the
sum of the income (loss) per share for the four quarters may not equal the full
year income (loss) per share.
FONAR CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 2006
NOTE 23 - ALLOWANCE FOR DOUBTFUL ACCOUNTS
The following represents a summary of allowance for doubtful accounts for the
years ended June 30, 2006, 2005 and 2004, respectively:
Balance Balance
Description June 30, 2005 Additions Deductions June 30, 2006
----------- ------------- ------------ ---------- -------------
Receivables from equipment
sales and service contracts $ 498,452 (1)$145,635 $ - $ 644,087
Receivables from equipment
sales and service contracts
- related parties 646,621 - - 646,621
Management fee receivable from
related medical practices 2,017,163 (1)1,327,000 290,677 3,053,486
Advance and notes to related
parties 364,791 - - 364,791
Balance Balance
Description June 30, 2004 Additions Deductions June 30, 2005
----------- ------------- ------------ ---------- -------------
Receivables from equipment
sales and service contracts $ 467,990 (1)$30,462 $ - $ 498,452
Receivables from equipment
sales and service contracts
- related parties 655,563 - (1)8,942 646,621
Management fee receivable from
related medical practices 1,874,390 (1)142,773 - 2,017,163
Advance and notes to related
parties 364,791 - - 364,791
Balance Balance
Description June 30, 2003 Additions Deductions June 30, 2004
----------- ------------- ------------ ---------- -------------
Receivables from equipment
sales and service contracts $ 442,437 (1)$25,553 $ - $ 467,990
Receivables from equipment
sales and service contracts
- related parties 694,655 - (1)39,092 655,563
Management fee receivable from
related medical practices 1,296,390 (1)578,000 - 1,874,390
Advance and notes to related
parties 446,035 - (1)81,244 364,791
(1) Included in provision for bad debts.
FONAR CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 2006
NOTE 24 - SALE OF PHYSICAL MEDICINE MANAGEMENT BUSINESS
On July 28, 2005, FONAR, HMCA and Dynamic entered into an Asset Purchase
Agreement with Health Plus Management Services, L.L.C. ("Health Plus"), pursuant
to which HMCA and its subsidiary Dynamic sold to Health Plus the portion of
their business which was engaged in the business of managing physical therapy
and rehabilitation facilities, together with the assets used in the conduct of
such business.
The assets sold consisted principally of the management agreements with the
physical therapy and rehabilitation facilities, the assignment of other
agreements and rights utilized in the Company's physical therapy equipment, a
portion of the accounts receivable and furniture and fixtures the Company
provided to the physical therapy and rehabilitation facilities.
The sale was made to Health Plus. There is no material relationship between
Health Plus and FONAR, HMCA or Dynamic, or any of their respective directors or
officers or associates of any such person. The two principals of Health Plus
were employed by HMCA and Dynamic up to the time of the closing of the
transaction in HMCA's physical therapy and rehabilitation facility management
business. In consideration for the termination of their employment agreement,
these two individuals each became entitled to receive $800,000. In addition,
each became entitled to receive $200,000 for billing and collection services to
be provided on behalf of HMCA and Dynamic with respect to a portion of the
accounts receivable of certain physical therapy and rehabilitation facilities
which arose during the period when HMCA was engaged in the management of those
facilities. The $1,000,000 payable to each of these individuals was satisfied in
shares of FONAR common stock. During the year the Company issued 1,871,490
shares totaling $1,995,675. The remaining balance under this obligation at June
30, 2006 is $4,325 which is included in other current liabilities. The Company
capitalized $400,000 with respect to collection services. During the year ended
June 30, 2006, $400,000 was charged to compensatory element of stock.
The purchase price under the Asset Purchase Agreement was $6.6 million, payable
pursuant to a promissory note (the "Note") in 120 monthly installments
commencing on August 28, 2005. The first twelve installments are interest only
and the remaining 108 payments will consist of equal installments of principal
and interest in the amount of $76,014 each. The Note is secured by a first lien
on all of the assets of Health Plus, including its accounts receivable. The Note
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 5% per annum. The fair value
assigned to the note was $6,078,068 reflecting a discount of $521,932 for the
below market interest rate. At June 30, 2006 the balance of the note was
$6,600,000, the unamortized debt discount was $521,932 and the carrying value of
the note receivable was $6,078,068.
For accounting purposes in accordance with accounting principles generally
accepted in the United States, the Company determined that the classification of
the disposed business described above as discontinued operations would not be
appropriate. Accordingly, the operating results of the disposed business have
been included in continuing operations in the accompanying consolidated
financial statements.
FONAR CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 2006
NOTE 24 - SALE OF PHYSICAL MEDICINE MANAGEMENT BUSINESS (Continued)
The Company recognized revenue from the disposed business of approximately $9.6
million during the year ended June 30, 2005. In connection with this sale, the
Company recorded a loss of $143,598 during the year ended June 30, 2006. In
addition, the Company recorded a charge to earnings during the quarter ended
September 30, 2005 of $1.6 million related to the termination of the employment
contracts discussed above.
The following schedule shows the calculation of the loss on sale of the physical
medicine business:
Selling Price $6,600,000
Less: Discount for below market interest (521,932)
------------
Net selling price 6,078,068
Assets sold:
Management fee receivable $1,388,547
Property and equipment - net 444,230
Notes receivable 431,000
Management agreements - net 3,954,389
Security deposits 3,500
------------
Subtotal 6,221,666
------------
Loss on sale of business $ (143,598)
============
NOTE 25 - SUBSEQUENT EVENTS
Issuances of Common Stock
-------------------------
During the period from July 1, 2006 through August 30, 2006:
a) The Company issued 50,749 shares of common stock to employees as
compensation of $19,199 under stock bonus plans.
b) The Company issued 135,000 shares of common stock to consultants and others
at a value of $61,800.
c) The Company issued 4,377,881 shares of common stock for costs and expenses
of $1,917,069.
d) The Company issued 92,000 shares of common stock upon the exercise of stock
options resulting in proceeds of $49,680.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE.
There have been no disagreements with our independent registered public
accounting firm or other matters requiring disclosure under Regulation S-K, Item
304(b).
ITEM 9A. CONTROLS AND PROCEDURES
Disclosure Controls and Procedures
We have performed an evaluation under the supervision and with the participation
of our management, including our principal executive officer and principal
financial officer, of the effectiveness of our disclosure controls and
procedures, as defined in Rule 13a-15(e) and 15d-15(e) under the Securities
Exchange Act of 1934 (the "Exchange Act"). As of the end of the period covered
by this report (June 30, 2005), our disclosure controls and procedures were
determined to be effective.
MANAGEMENT'S REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING
Pursuant to Item 308(a) of Regulation S-K, we are required to furnish an annual
management report on our internal control of our financial reporting
concurrently with the filing of our Annual Report on Form 10-K. In order to
issue our report, management documented both the design of our internal controls
and the testing processes that support management's evaluation and conclusion.
Our management has completed the necessary processes and procedures for issuing
its report on internal controls based on criteria established in Internal
Control-Integrated Framework issued by the Committee of Sponsoring Organizations
of the Treadway Commission (COSO). Our management is responsible for
establishing and maintaining effective internal control over financial reporting
and for its assessment of the effectiveness of internal control over financial
reporting. The Company's internal control over financial reporting is a process
designed under the supervision of the Company's principal executive officer and
principal financial officer, and effected by the Company's board of directors,
management and other personnel, to provide reasonable assurance regarding the
reliability of financial reporting and the preparation of financial statements
for external purposes in accordance with accounting principles generally
accepted in the United States of America. Our internal control over financial
reporting includes those policies and procedures that (1) pertain to the
maintenance of records that, in reasonable detail, accurately and fairly reflect
the transactions and dispositions of the assets of the company; (2) provide
reasonable assurance that transactions are recorded as necessary to permit
preparation of financial statements in accordance with accounting principles
generally accepted in the United States of America, and that receipts and
expenditures of the company are being made only in accordance with
authorizations of management and directors of the company; and (3) provide
reasonable assurance regarding prevention or timely detection of unauthorized
acquisition, use, or disposition of the company's assets that could have a
material effect on the financial statements.
Internal control over financial reporting includes the controls themselves,
monitoring and internal auditing practices and actions taken to correct
deficiencies as identified. Because of its inherent limitations, internal
control over financial reporting may not prevent or detect misstatements. Also,
projections of any evaluation of effectiveness to future periods are subject to
the risk that controls may become inadequate because of changes in conditions,
or that the degree of compliance with the policies or procedures may
deteriorate.
As of June 30, 2006, management, with the participation of our principal
executive officer and principal financial officer, assessed the effectiveness of
our internal control over financial reporting based on the framework established
in Internal Control - Integrated Framework issued by the Committee of Sponsoring
Organizations of the Treadway Commission (COSO). Management's assessment
included an evaluation of the design of our internal control over financial
reporting and testing of the operational effectiveness of our internal control
over financial reporting. Management reviewed the results of its assessment with
the Audit Committee of our Board of Directors, and based on this assessment,
management has determined that as of June 30, 2006, there were no material
weaknesses or significant deficiencies in our internal control over financial
reporting. In the absence of material weaknesses or significant deficiencies,
management has concluded that, as of June 30, 2006, Fonar Corporation and
Subsidiaries did have effective internal control over financial reporting. As
defined by the Public Company Accounting Oversight Board ("PCAOB") Auditing
Standard No. 2, a material weakness is a significant control deficiency or a
combination of significant control deficiencies, that results in there being
more than a remote likelihood that a material misstatement of the annual or
interim financial statements will not be prevented or detected. Marcum &
Kleigman LLP, our independent registered public accounting firm, which audited
our consolidated financial statements included in our Annual Report on Form
10-K, has issued its attestation report on our management's assessment of our
internal control over financial reporting.
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT.
Directors serve from the date of their election until the next annual meeting of
stockholders and until their successors are elected and qualify. With the
exception of Dr. Raymond V. Damadian, who does not receive any fees for serving
as a director, each director receives $20,000 per annum for his or her service
as a director. Officers serve at the discretion of the Board of Directors.
A majority of our board of directors is composed of independent directors:
Robert J. Janoff, Charles N. O'Data and Robert Djerejian. These three
individuals also serve as the three members of the audit committee, which is a
standing committee of board of directors having a charter describing its
responsibilities. Mr. O'Data has been designated as the audit committee
financial expert. His relevant experience is described in his biographical
information. We have adopted a code of ethics applicable to, among other
personnel, our principal executive officer, principal financial officer,
controllers and persons performing similar functions. The code is designed to
deter wrongdoing and to promote: 1. honest and ethical conduct, including the
ethical handling of actual or apparent conflicts of interest between personal
and professional relationships; 2. full, fair, accurate, timely and
understandable disclosure in reports and documents that we file or submit to the
Securities and Exchange Commission and in other public communications we make;
3. compliance with applicable governmental laws, rules and regulations; 4. the
prompt internal reporting of violations of the code to an appropriate person or
persons identified in the code and 5. accountability for adherence to the code.
We will provide a copy of the code to any person who requests a copy. A person
may request a copy by writing to FONAR Corporation, 110 Marcus Drive, Melville,
New York 11747, to the attention of the Legal Department or Investor Relations.
The officers and directors of the Company are set forth below:
Raymond V. Damadian, M.D. 70 President, Treasurer,
Chairman of the Board
and a Director
David B. Terry 59 Senior Vice President
and Secretary
Claudette J.V. Chan 68 Director
Robert J. Janoff 79 Director
Charles N. O'Data 70 Director
Robert Djerejian 74 Director
Raymond V. Damadian, M.D. has been the Chairman of the Board and President of
FONAR since its inception in 1978 and Treasurer since February, 2001. Dr.
Damadian was employed by the State University of New York, Downstate Medical
Center, New York, as an Associate Professor of Biophysics and Associate
Professor of Internal Medicine from 1967 until September 1979. Dr. Damadian
received an M.D. degree in 1960 from Albert Einstein College of Medicine, New
York, and a B.S. degree in mathematics from the University of Wisconsin in 1956.
In addition, Dr. Damadian conducted post-graduate work at Harvard University,
where he studied extensively in the fields of physics, mathematics and
electronics. Dr. Damadian is the author of numerous articles and books on the
nuclear magnetic resonance effect in human tissue, which is the theoretical
basis for the FONAR MRI scanners. Dr. Damadian is a 1988 recipient of the
National Medal of Technology and in 1989 was inducted into the National
Inventors Hall of Fame, for his contributions in conceiving and developing the
application of magnetic resonance technology to medical applications including
whole body scanning and diagnostic imaging. Dr. Damadian is the President,
Treasurer and director of HMCA.
David B. Terry is the Senior Vice President and Secretary of the Company. Mr.
Terry has been serving as Vice President since December 1998 and as Secretary
since May 1990. Previously, he served as Treasurer from May 1990 to December
1998, as Secretary from July 1978 through June 1987 and as Treasurer from August
1981 through June 1987. From July 1978 through June 1987, he was also a Director
of the Company. Between July 1987 and January 1990, Mr. Terry was a co-owner and
actively engaged in the business of Carman-Terry Realty, a real estate brokerage
firm. In January 1990, Mr. Terry resumed his employment with the Company. Mr.
Terry is a brother-in-law of Raymond V. Damadian.
Claudette J.V. Chan has been a Director of Fonar since October 1987. Mrs. Chan
was employed from 1992 through 1997 by Raymond V. Damadian, M.D. MR Scanning
Centers Management Company and since 1997 by HMCA, as "site inspector," in which
capacity she is responsible for supervising and implementing standard procedures
and policies for MRI scanning centers. From 1989 to 1994 Mrs. Chan was employed
by St. Matthew's and St. Timothy's Neighborhood Center, Inc., as the director of
volunteers in the "Meals on Wheels" program, a program which cares for the
elderly. In approximately 1983, Mrs. Chan formed the Claudette Penot Collection,
a retail mail-order business specializing in women's apparel and gifts, of which
she was the President until she stopped operating the business in approximately
1989. Mrs. Chan practiced and taught in the field of nursing until 1973, when
her son was born. She received a bachelor of science degree in nursing from
Cornell University in 1960. Mrs. Chan is the sister of Raymond V. Damadian.
Robert J. Janoff has been a Director of FONAR since February 1989. Mr. Janoff
has been a self-employed New York State licensed private investigator for more
than thirty-five years and was a Senior Adjustor in Empire Insurance Group for
more than 15 years until retiring from that position on July 1, 1997. Mr. Janoff
also served, from June 1985 to June 1991, as President of Action Data Management
Strategies, Ltd., a supplier of computer programs for use by insurance
companies. Mr. Janoff is a member of the Board of Directors of Harmony Heights
of Oyster Bay, New York, which is a nonprofit residential school for girls with
learning disabilities.
Charles N. O'Data has been a Director of FONAR since February 1998. From 1968 to
1997, Mr. O'Data was the Vice President for Development for Geneva College, a
liberal arts college located in western Pennsylvania. In that capacity, he acted
as the College's chief investment officer. His responsibilities included
management of the College's endowment fund and fund raising. In July 1997, Mr.
O'Data retired from Geneva College after 36 years of service to assume a
position of National Sales Executive for SC Johnson Company's Professional
Markets Group, a unit of SC Johnson Wax, and specialized in healthcare and
education sales, a position he held until the spring of 1999. In his capacity
with SC Johnson he was responsible for sales to the nation's three largest Group
Purchasing Organizations which included some 4,000 hospitals. Mr. O'Data
presently acts as an independent financial consultant to various entities. Mr.
O'Data served on the board of the Medical Center, Beaver,
Pennsylvania, now a part of Heritage Valley Health System, a 500 bed acute care
facility, for 22 years, three as its Chair. Mr. O'Data also served on the board
of the Hospital Council of Western Pennsylvania, a shared-services and group
purchasing organization covering seven states. He founded The Beaver County
Foundation, a Community Foundation, in 1992, and serves as its President. Mr.
O'Data is listed as a finance associate in the Middle States Association,
Commission on Higher Education. The commission is the formal accrediting body
for higher education in the eastern region of the country. In this capacity he
evaluates the financial aspects of educational organizations. Mr. O'Data is a
graduate of Geneva College, where he received a B.S. degree in Economics in
1958.
Robert Djerejian, has been a Director for Fonar since June 2002. Since 1996 he
has served as a senior consultant for Haines, Lundberg & Waehler International,
an architecture, design and engineering firm, which among other specialties
designs hospitals and laboratories. Prior to that time he was the senior
managing partner of the firm. Mr. Djerejian serves on the Board of Trustees of
Pratt Institute, where he is also Vice Chairman of the Executive Committee and
on the Board of Directors of the Delaware College of Art and Design, of which he
was one of the founding directors. He is a graduate of Pratt Institute, where he
received a B.A. in Architecture in 1955.
ITEM 11. EXECUTIVE COMPENSATION.
With the exception of the Chief Executive Officer, the compensation of the
Company's executive officers is based on a combination of salary and bonuses
based on performance. The Chief Executive Officer's compensation consists of a
salary.
The Board of Directors does not have a compensation Committee. Dr. Raymond V.
Damadian, President, Chief Executive Officer and Chairman of the Board, controls
over 50% of the voting power of our capital stock. Dr. Damadian is the only
executive officer who is a member of the Board of Directors. Dr. Damadian
participates in the determination of executive compensation for our officers.
The Board of Directors has established an audit committee. The members of the
committee are Robert J. Janoff, Charles N. O'Data and Robert Djerejian.
There is set forth in the following Summary Compensation Table the compensation
provided by us during fiscal 2006 to its Chief Executive Officer. There is set
forth in the following Option Grant Table and Option Exercise Table any stock
options granted and exercised by Dr. Damadian during fiscal 2006.
I. SUMMARY COMPENSATION TABLE
Long Term Compensation
-----------------------------------
Annual Compensation Awards Payouts
------------------------------------------ ------------------ ---------------
(a) (b) (c) (d) (e) (f) (g) (h) (i)
Name Other All
and Annual Restricted Other
Principal Compen- Stock Options LTIP Compen-
Position Salary Bonus sation Award(s) SARs Payouts sation
2 Year ($) ($) ($) ($) (#) ($) ($)
--------- ---- ---------- ----- ------- ---------- ------- ------- -------
Raymond V. 2006 $93,059.68 - - - - - -
Damadian, 2005 $86,799.98 - - - - - -
CEO 2004 $86,799.99 - - - - - -
--------- ---- ---------- ----- ------- ---------- ------- ------- -------
II. OPTION/SAR GRANTS IN LAST FISCAL YEAR
Potential
Realizable Value
At Assumed
Annual Rates Alternative
of Stock Price to (f) and
Appreciation (g): Grant
Individual Grants for Option Term Date Value
--------------------------------------------------- --------------- -----------
(a) (b) (c) (d) (e) (f) (g) (h)
% of Total
Options/
SARs
Options/ Granted to Excercise Grant
SARs Employees or Base Date
Granted in Fiscal Price Expiration Present
Name (#) Year ($/Sh) Date 5%($) 10%($) Value $
---------- -------- ---------- --------- ---------- ----- ------ -----------
Raymond V.
Damadian, 0 - - - - - -
President & CEO
III. OPTION/SAR EXERCISES AND YEAR-END VALUE TABLE
Aggregated Options/SAR Exercises in Last Fiscal Year and FY-End Option/Sar Value
--------------------------------------------------------------------------------
(a) (b) (c) (d) (e)
Number of Value of Unexercised
Name Shares Acquired Value Realized Unexercised In-the-Money
on Exercise (#) ($) Options/SARs Options/SARs at
at FY-End (#) FY-End ($)
Exercisable/ Exercisable/
Unexercisable Unexercisable
--------- --------------- -------------- ------------- --------------------
Raymond V. 0 - 0 -
Damadian,
President and CEO
EMPLOYEE COMPENSATION PLANS
Equity Compensation Plan Information as of June 30, 2006
Plan category Number of securities Weighted-average Number of securities
to be issued upon exercise price of remaining available
exercise of outstanding options, for future issuance
outstanding options, warrants and rights under equity
warrants and rights compensation plans
(excluding securities
reflected in column
(a)
Equity 2,866,643 $1.20 3,621,472
compensation
plans
approved by
security
holders
Equity - N/A -
compensation
plans not
approved by
security
holders
Total 2.866,643 $1.20 3,621,472
Fonar's 1993 Incentive Stock Option Plan, adopted on March 26, 1993, is intended
to qualify as an incentive stock option plan under Section 422A of the Internal
Revenue Code of 1954, as amended. The 1993 Incentive Stock Option Plan permitted
the issuance of stock options covering an aggregate of 1,500,000 shares of
Common Stock of FONAR. The 1993 Stock Option Plan terminated on March 25, 2003.
No options to purchase shares of Common Stock remained available for grant under
the plan at that time. There are 59,000 options that were issued under the plan
that remain outstanding.
Fonar's 1997 Nonstatutory Stock Option Plan, adopted on May 9, 1997, permits the
issuance of stock options covering an aggregate of 5,000,000 shares of Common
Stock of FONAR. The options may be issued at such prices and upon such terms and
conditions as are determined by FONAR. The 1997 Nonstatutory Stock Option Plan
will terminate on May 8, 2007. As of June 30, 2006, options to purchase 357,900
shares of Common Stock of FONAR were available for future grant. Of the options
granted under this plan, 2,228,943 remain outstanding.
Fonar's 2002 Incentive Stock Option Plan, adopted on July 1, 2002, is intended
to qualify as an incentive stock option plan under Section 422A of the Internal
Revenue Code of 1954, as amended. The 2002 Incentive Stock Option Plan permits
the issuance of stock options covering an aggregate of 2,500,000 shares of
Common Stock of Fonar. The options have an exercise price equal to the fair
market value of the underlying stock on the date the option is granted, are
nontransferable, are exercisable for a period not exceeding ten years and expire
upon the voluntary termination of employment. The 2002 Stock Option Plan will
terminate on June 30, 2012. As of June 30, 2006, options to purchase 1,273,572
shares of Common Stock of Fonar were available for future grant under the plan.
Of the options granted under this plan 578,700 remain outstanding.
Fonar's 2003 Supplemental Stock Bonus Plan, adopted May 1, 2003, permits Fonar
to issue an aggregate of 5,000,000 shares of Common Stock of Fonar as bonus or
compensation. Fonar selects the persons to whom bonus stock will be issued, the
number of shares to be awarded and such other terms and conditions as it deems
advisable. The 2003 Supplemental Stock Bonus Plan will terminate on April 30,
2013. As of June 30, 2006 there were no shares of Common Stock of Fonar were
available for future grant under the plan.
Fonar's 2004 Stock Bonus Plan, adopted on February 4, 2004, permits Fonar to
issue an aggregate of 5,000,000 shares of Common Stock of Fonar as bonus or
compensation. As of June 30, 2006, there were no shares of Common Stock of Fonar
available for future grant under the plan.
Fonar's 2005 Incentive Stock Option Plan, adopted on February 15, 2005, is
intended to qualify as an incentive stock option plan under Section 422A of the
Internal Revenue code of 1954, as amended. The Plan permits the issuance of
stock options covering an aggregate of 2,000,000 shares of common stock of
Fonar. The options have an exercise price equal to the fair market value of the
underlying stock on the date the option is granted, are non-transferable, are
exercisable for a period not exceeding ten years, and expire upon the voluntary
termination of employment. The Plan will terminate on February 14, 2015. As of
June 30, 2006, 2,000,000 shares of common stock of Fonar were available for
future grant under this plan.
Fonar's 2005 Stock Bonus Plan, adopted on February 15, 2005, permits Fonar to
issue an aggregate of 3,000,000 shares of Common stock of Fonar as bonus or
compensation. As of June 30, 2006, there were no shares of common stock of Fonar
available for future grant under this plan.
Fonar's 2005 Supplemental Stock Bonus Plan, adopted on July 18, 2005, permits
Fonar to issue an aggregate of 3,000,000 shares of common stock of Fonar as
bonus or compensation. As of June 30, 2006, 319,006 shares of common stock of
Fonar were available for future grant under this plan.
HMCA's 1997 Incentive Stock Option Plan, adopted on March 10, 1997, is intended
to qualify as an incentive stock option plan under Section 422A of the Internal
Revenue Code of 1954, as amended. The 1997 Incentive Stock Option Plan permits
the issuance of stock options covering an aggregate of 2,000,000 shares of
Common Stock of HMCA. The options have an exercise price equal to the fair
market value of the underlying stock on the date the option is granted, are
nontransferable, are exercisable for a period not exceeding ten years and expire
upon the voluntary termination of employment. The exercisability of the options
granted to date is contingent upon the successful completion by HMCA of a public
offering of its securities or the recognition by HMCA of at least $10 million in
revenues for at least two consecutive fiscal quarters. The 1997 Stock Option
Plan will terminate on March 9, 2007. As of June 30, 2006, options to purchase
400,000 shares of HMCA Common Stock were available for future grant under the
plan.
HMCA's 1998 Incentive Stock Option Plan, adopted on December 16, 1998, is
intended to qualify as an incentive stock option plan under Section 422A of the
Internal Revenue Code of 1954, as amended. The 1998 Incentive Stock Option Plan
permits the issuance of stock options covering an aggregate of 2,000,000 shares
of Common Stock of HMCA. The options have an exercise price equal to the fair
market value of the underlying stock on the date the option is granted, are
nontransferable, are exercisable for a period not exceeding ten years and expire
upon the voluntary termination of employment. The excerciseability of the
options granted to date is contingent upon the successful completion by HMCA of
a public offering of its securities. The 1998 Stock Option Plan will terminate
on December 15, 2008. As of June 30, 2006, options to purchase 1,330,000 shares
of HMCA Common Stock were available for future grant under the plan.
HMCA's 1998 Nonstatutory Stock Option Plan, adopted on December 16, 1998,
permits the issuance of stock options covering an aggregate of 500,000 shares of
Common Stock of HMCA. The options may be issued at such prices and upon such
terms and conditions as are determined by HMCA. The exercisability of the
options granted to date is contingent upon the successful completion by HMCA of
a public offering of its securities. The 1998 Nonstatutory Stock Option Plan
will terminate on December 15, 2008. As of June 30, 2006, options to purchase
100,000 shares of common stock were available for future grant.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.
The following table sets forth the number and percentage of shares of Fonar's
securities held by each director, by each person known by us to own in excess of
five percent of Fonar's voting securities and by all officers and directors as a
group as of August 30, 2006.
Name and Address of Shares Percent
Beneficial Owner (1) Beneficially Owned of Class
Raymond V. Damadian, M.D.
c/o FONAR Corporation
Melville, New York
Director, President
CEO, 5% + Stockholder
Common Stock 2,588,274 2.17%
Class C Stock 9,561,174 99.98%
Class A Preferred 477,328 6.09%
Claudette Chan
Director
Common Stock 2,648 *
Class A Preferred 800 *
Robert J. Janoff
Director
Common Stock 90,000 *
Class A Preferred 1,999 *
Charles N. O'Data
Director
Common Stock 700 *
Robert Djerejian
Director
Common Stock 0 *
All Officers and Directors
as a Group (5 persons) (2) (3)
Common Stock 2,703,287 2.26%
Class C Stock 9,561,174 99.98%
Class A Preferred 480,165 6.13%
___________________________
* Less than one percent
1. Address provided for each beneficial owner owning more than Five percent of
the voting securities of FONAR.
2. Includes 101 shares of our Common Stock and 19 shares of our Class A Non-
voting Preferred Stock held by an officer jointly with his wife and 192
shares of our Common Stock and 38 shares of our Class A Non-voting
Preferred Stock held in trust by an officer for his children.
3. Includes options to purchase 21,372 shares of Common Stock held by an
officer.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.
Background.
Between 1990 and 1996, Raymond V. Damadian, M.D. MRI Scanning Centers Management
Company, also referred to as "RVDC", a Delaware corporation of which Dr.
Damadian was the sole stockholder, director and President, purchased and leased
scanners from FONAR to establish a network of professional corporations
operating MRI scanning centers, also referred to as the "Centers", in New York,
Florida, Georgia and other locations. Dr. Raymond V. Damadian is the Chairman,
President and principal stockholder of FONAR and also the owner, director and
President of each of these professional corporations. RVDC provided the
necessary management and the scanners to the Centers, although in certain
situations, a Center would acquire the scanner directly from FONAR.
ACQUISITION OF RVDC.
Effective June 30, 1997, Fonar's wholly-owned subsidiary, Health Management
Corporation of America, also referred to as "HMCA", formerly known as U.S.
Health Management Corporation, acquired RVDC by purchasing all of the issued and
outstanding shares of RVDC from Dr. Damadian for 10,000 shares of the Common
Stock of FONAR. The transactions can be rescinded by Dr. Damadian, however, in
the event of a change of control in FONAR or the bankruptcy of FONAR. There is
no time limit on the right to rescind. In connection with the transaction, FONAR
granted RVDC a nonexclusive royalty free license to Fonar's patents and
software. These licenses may be terminated by FONAR in the event of the
bankruptcy of RVDC or a change in control of RVDC.
AGREEMENTS WITH HMCA.
Effective July 1, 1997, new management agreements were entered into by the
Centers and HMCA. Since that time certain of the original Centers have been
closed and new Centers opened. Each new Center also entered into a management
agreement with HMCA.
Pursuant to the management agreements, HMCA is providing comprehensive
management and administrative services and office facilities, including billing
and collection of accounts, payroll and accounts payable processing, supplies
and utilities to the Centers. Under the management agreements, HMCA provides
service through FONAR for the scanners at the Centers. In total, 12 MRI Centers
have management agreements with HMCA. Dr. Damadian is the stockholder, director
and president of each of the Centers.
HMCA entered the business of performing management services for physical therapy
and rehabilitation practices beginning with the acquisition of Dynamic Health
Care Management, Inc., also referred to as Dynamic, in August, 1998. During the
fourth quarter of fiscal 2005 the professional corporations owned by Dr.
Damadian ceased operation of these facilities and new professional corporations
owned by physicians not affiliated with Dr. Damadian, HMCA, Dynamic or Fonar
commenced operations at these sites. In connection with this change, the
professional corporations owned by Dr. Damadian entered into termination
agreements with HMCA and Dynamic. Pursuant to these agreements, the professional
corporations owned by Dr. Damadian, assigned accounts receivable to HMCA and
Dynamic, in payment of unpaid management fees and termination fees, in the
aggregate amount of $11,775,000.
In the beginning of fiscal 2006, on July 28, 2005, HMCA sold the portion of its
business managing physical therapy and rehabilitation facilities for $6.6
million, payable over a period of ten years, and in connection therewith,
assigned its management agreements with the new professional corporations of the
new physician owners to the buyer. Neither the new physician owners nor the
purchaser are affiliated with us.
The fees to HMCA under the management agreements with the MRI Centers are based
on the number of procedures performed. The per procedure charges to the MRI
Centers ranged from $250 to $500 per MRI scan. The fees to HMCA under the
management agreements with the physical therapy and rehabilitation practices
were flat fees charged on a monthly basis. The monthly fees to the physical
therapy and rehabilitation facilities ranged from approximately $110,000 to
$205,000.
During the fiscal years ended June 30, 2006 and June 30, 2005 the net revenues
received by HMCA from the MRI Centers owned by Dr. Damadian were approximately
$12.7 million and $13.9 million respectively, and the net revenues received from
the physical therapy and rehabilitation practices were $648,000, and $9.7
million respectively.
OTHER TRANSACTIONS
On June 30, 1994, Melville MRI, P.C., also referred to as the "Melville Center",
a New York professional corporation of which Raymond V. Damadian is the sole
shareholder, director and President, purchased the scanner being utilized at its
site from the Company for a purchase price of $1,011,431.12, which in Fonar's
opinion represented a fair market price based on sales of like equipment by
Fonar to its customers. Of the purchase price, $900,000 was to be paid by the
assumption and payment of our indebtedness to the lender secured by the scanner.
In fiscal 2001, following the payment in full by Fonar, as guarantor, of the
indebtedness due to the lender, there was as a result a balance of $893,606 then
owing to Fonar by the Melville Center. The payment terms were restructured in
March 2004 to be $15,418.32 per month, inclusive of interest at the rate of 5%
per annum, over an 18 month period commencing April 2004. The outstanding
balance as of June 30, 2005 was $45,872. As of September 30, 2005, the note was
paid in full.
Robert Janoff, a director of the Company, is a limited partner in a partnership
in which we have a 92% partnership interest. The partnership manages an MRI
scanning center in Bensonhurst, Brooklyn, New York and was party to a service
contract at an annual rate of $50,000 on its scanner for the period of July 1,
2005 through June 30, 2006. The service contract has been renewed at the same
rate for the period July 1, 2006 through June 30, 2007.
Canarsie MRI Associates, also referred to as "Canarsie", a joint venture
partnership of which MRI Specialties, Inc., also referred to as "Specialties",
is an owner, is party to a service agreement for its scanner with the Company at
an annual fee of $85,000 for the period from March 24, 2006 through March 23,
2007. It is expected that the service contract will be renewed when it expires.
During fiscal 2001, Canarsie entered into an agreement to purchase a QUAD(TM)
12000 MRI scanner from FONAR for a purchase price of $850,000. Of the purchase
price, $400,000 was paid and $450,000 was payable pursuant to a note over a
period of 7 years with 6% interest per annum. The monthly payment is $6,573.85
and commenced on December 1, 2001. The principal balance owing to FONAR as of
June 30, 2006, was $177,054. Timothy Damadian, the son of Raymond V. Damadian,
is the sole stockholder, director and President of Specialties.
Pompano MRI Associates, also referred to as "Pompano", a joint venture
partnership of which Guardian MRI, Inc., also referred to as "Guardian", is
party to a service agreement with FONAR at the rate of $85,000 per annum for its
Upright(TM) MRI scanner. The service agreement commenced on December 13, 2005
and runs through December 12, 2006. It is anticipated that the service agreement
will be renewed. Timothy Damadian, the son of Raymond V. Damadian, is a
stockholder, director and officer of Guardian. Jevan Damadian and Keira
Reinmund, also children of Dr. Damadian, are also stockholders of Guardian.
A one-year service agreement between FONAR and Orlando MRI Associates, L.P.,
also referred to as "Orlando Partnership", commenced on July 13, 2005 at the
rate of $85,000 per annum for an Upright(TM) MRI scanner. It was renewed for an
additional one-year period at the same price on July 13, 2006. It is anticipated
that the service agreement will be renewed upon its expiration in July 2007.
Timothy Damadian, the son of Raymond V. Damadian is a limited partner in the
Orlando Partnership.
Black Bear Management LLC, a New York limited liability company of which TRD
Services, Inc., also referred to as "TRD", is a member, is party to a service
agreement with FONAR for its Upright(TM) MRI at a fee of $85,000 per annum. The
term runs from November 23, 2005 through November 22, 2006. It is expected that
the service agreement will be renewed. Timothy Damadian, the son of Raymond V.
Damadian, is the stockholder, director and President of TRD.
Bronx Management Associates, LLC, a New York limited liability company of which
Raymond V. Damadian and Donna Damadian, jointly, TRD Services, Inc., also
referred to as "TRD", JAD Ventures, Inc., also referred to as "JAD", Keira
Reinmund, Thomas Terry and Constance Terry, among others, are members, is party
to a service agreement with FONAR for its Upright(TM) MRI scanner running from
March 23, 2006 through March 22, 2007 for an annual fee of $85,000. It is
anticipated that the service agreement will be reviewed upon its expiration.
Donna Damadian is the wife of Raymond Damadian. TRD is owned by Timothy
Damadian, a son of Raymond and Donna Damadian, JAD is owned by Jevan Damadian, a
son of Raymond and Donna Damadian and Keira Reinmund is the daughter of Dr. and
Mrs. Damadian. Constance Terry is the wife of David B. Terry, Vice President and
Secretary of Fonar and brother-in-law of Dr. Damadian. Thomas Terry is also the
brother-in-law of Dr. Damadian. In addition, FONAR has a 20% interest in Bronx
Management Associates, LLC.
Deer Park Management Services, LLC, a New York limited liability company of
which TRD and JAD are, among others, members, is party to a service agreement
with FONAR for its Upright(TM) MRI scanner running from May 1, 2006 through
April 30, 2007 at an annual fee of $85,000. It is expected that the service
agreement will be renewed upon its expiration. TRD and JAD are owned by Timothy
Damadian and Jevan Damadian, respectively, who are the sons of Raymond V.
Damadian.
Long Island Management Services, LLC, a New York limited liability company of
which TRD, JAD and Donna Damadian are, among others, members, is party to a
service agreement with FONAR for its Stand-Up(TM) MRI scanner running from
September 10, 2006 through September 9, 2007 at a fee of $85,000 per annum. It
is anticipated that the service agreement will be renewed upon its expiration.
Donna Damadian is the wife of Raymond Damadian. TRD and JAD are owned by Timothy
Damadian and Jevan Damadian, respectively, the sons of Raymond and Donna
Damadian.
Miami MRI Associates, LLC, also referred to as Miami, a Florida limited
liability company of which TRD, JAD and Donna Damadian are, among other parties,
members, is party to a service agreement with FONAR for its Upright(TM) MRI
scanner running from October 11, 2005 to October 10, 2006 at a rate of $85,000
per annum. It is anticipated that the service agreement will be renewed upon its
expiration. Donna Damadian is the wife of Raymond Damadian. TRD and JAD are
owned by Timothy Damadian and Jevan Damadian, respectively, the sons of Raymond
and Donna Damadian.
Manhattan Management Services, LLC, a New York limited liability company of
which TRD, JAD, Donna Damadian, Keira Reinmund and Robert Djerejian are among
other parties, members, was party to a service agreement with FONAR for its
Upright(TM) MRI scanner from June 23, 2005 to June 22, 2006 at a rate of $85,000
per annum. It has been renewed for an additional year, from June 23, 2006 to
June 22, 2007 at the same rate. Donna Damadian is the wife of Raymond Damadian.
TRD and JAD are owned by Timothy Damadian and Jevan Damadian, respectively, the
sons of Raymond and Donna Damadian. Keira Reinmund is the daughter of Raymond
and Donna Damadian. Robert Djerejian is a member of the Board of Directors of
FONAR.
Queens Management Services, LLC, a New York limited liability company of which
TRD, JAD, Keira Reinmund, Donna Damadian and Robert Djerejian are among other
parties, members, was party to a service agreement with FONAR for its
Upright(TM) MRI scanner from August 4, 2005 to August 3, 2006 at a rate of
$85,000 per annum. It has been renewed for an additional year from August 4,
2006 to August 3, 2007 at the same rate. Donna Damadian is the wife of Raymond
Damadian. TRD and JAD are owned by Timothy Damadian and Jevan Damadian,
respectively, the sons of Raymond and Donna Damadian. Keira Reinmund is the
daughter of Raymond and Donna Damadian. Robert Djerejian is a member of the
Board of Directors of FONAR.
South Shore Management Services, LLC, a New York limited liability company of
which TRD, JAD, Keira Reinmund, Donna Damadian and Robert Djerejian are among
other parties, members, is party to a service agreement with FONAR for its
Upright(TM) MRI scanner from April 11, 2006 to April 10, 2007 at a rate of
$85,000 per annum. It is anticipated that the service agreement will be renewed
upon its expiration. Donna Damadian is the wife of Raymond Damadian. TRD and JAD
are owned by Timothy Damadian and Jevan Damadian, respectively, the sons of
Raymond and Donna Damadian. Keira Reinmund is the daughter of Raymond and Donna
Damadian. Robert Djerejian is a member of the Board of Directors of FONAR.
Stand-Up MRI of East Elmhurst, P.C., a New York professional corporation of
which Raymond V. Damadian is the sole shareholder, director and President,
entered into an agreement to purchase a Upright(TM) MRI scanner from FONAR for
$1,500,000 in October 2004. The installation has been completed and the purchase
price paid in full as of May 2005.
Stand-Up MRI & Diagnostic Center, P.A., a Florida professional association of
which Raymond V. Damadian is the sole shareholder, director and President,
entered into an agreement to purchase an Upright(TM) MRI scanner from FONAR for
$1,500,000 to be installed in Ormond Beach, Florida in January 2005. The
installation has been completed and the purchase price paid in full as of May
2005.
Comprehensive MRI of New York, P.C., a New York professional corporation of
which Raymond V. Damadian is the sole shareholder, director and President
("Comprehensive") entered into an agreement to purchase a Upright(TM) MRI
scanner from FONAR for $1,500,000 to be installed in East Setauket, New York in
March 2005. The installation has been completed and the purchase price paid in
full as of August 2005. Comprehensive also entered into an agreement to purchase
an Upright(TM) MRI scanner from FONAR for $1,500,000 to be installed in Latham,
New York. The purchase price was paid in full in December 2005 and the
installation completed in May 2006.
In fiscal 2006, Raymond V. Damadian, M.D. MR Scanning Centers Management
Company, a wholly-subsidiary of HMCA, sold Tallahassee Magnetic Resonance
Imaging, P.A. to Raymond V. Damadian, the sole Director and President of HMCA
and the principal stockholder, Chairman of the Board and President of FONAR for
a deminimus amount. The liabilities exceeded the assets of Tallahassee Magnetic
Resonance Imaging, P.A.
Also in fiscal 2006, Tallahassee Scanning Services, P.A., a Florida professional
association of which Raymond V. Damadian is the sole shareholder, Director and
President, entered into an agreement to purchase an Upright(TM) MRI scanner from
FONAR for $1,500,000. The installation has been completed and the purchase price
paid in full.
ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES.
Audit Fees
The aggregate fees billed by Marcum & Kliegman LLP for the audit of our annual
consolidated financial statements for the fiscal year ended June 30, 2006 and
the reviews of the financial statements included in our Forms 10-Q for the
fiscal year ended June 30, 2006 were $628,206.
The aggregate fees billed by Marcum & Kliegman LLP for the audit of our annual
financial statements for the fiscal year ended June 30, 2005 and the reviews of
the financial information included in our Forms 10-Q for the fiscal year ended
June 30, 2005 were $542,643.
Internal Control Audit Fees
The aggregate fees billed by Marcum and Kliegman LLP for auditing our internal
controls and compliance with the relevant sections of the Sarbanes-Oxley Act for
the fiscal year ended June 30, 2006 were $464,504.
The aggregate fees billed by Marcum & Kliegman LLP for auditing our internal
controls and compliance with the relevant sections of the Sarbanes-Oxley Act for
the fiscal year ended June 30, 2005 were $170,755.
Audit Related Fees
No fees were billed by Marcum & Kliegman LLP for the fiscal years ended June 30,
2006 or June 30, 2005 for services related to the audit or review of our
financial statements that are not included under the caption "Audit Fees".
No fees were billed by Marcum & Kliegman LLP for the fiscal years ended June 30,
2006 or June 30, 2005 for designing, operating, supervising or implementing any
of our financial information systems or any hardware or software systems for our
financial information.
Tax Fees
The aggregate fees billed by Marcum & Kliegman LLP for tax compliance, tax
advice and tax planning in the fiscal year ended June 30, 2006 were $221,681
The aggregate fees billed by Marcum & Kliegman LLP for tax compliance, tax
advice and tax planning in the fiscal year ended June 30, 2005 were $149,793.
All Other Fees
The aggregate fees billed by Marcum & Kliegman LLP for all other services
rendered by them during the fiscal years ended June 30, 2006 and June 30, 2005
were $62,644 and $93,891, respectively, which included services in connection
with the registration of securities, employee benefit plan audits and reviews
and procedures that we requested Marcum & Kliegman to undertake to provide
assurances on matters not required by laws or regulations.
Since January 1, 2003, the audit committee has adopted policies and procedures
for pre-approving all non-audit work performed by the auditors. Specifically,
the committee must pre-approve the use of the auditors for all such services.
The audit committee has pre-approved all non-audit work since that time and in
making its determination has considered whether the provision of such services
was compatible with the independence of the auditors.
Our audit committee believes that the provision by Marcum & Kliegman LLP of
services in addition to audit services in fiscal 2006 and 2005 were compatible
with maintaining their independence.
PART IV
ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K.
a) FINANCIAL STATEMENTS AND SCHEDULES
The following consolidated financial statements are included in Part II, Item 8.
Report of Independent Registered Public Accounting Firm
Report of Independent Registered Public Accounting Firm on Internal Control
over Financial Reporting.
Consolidated Balance Sheets as at June 30, 2006 and 2005.
Consolidated Statements of Operations for the Three Years Ended June 30,
2006, 2005 and 2004.
Consolidated Statements of Stockholders' Equity for the Three Years Ended
June 30, 2006, 2005 and 2004.
Consolidated Statements of Cash Flows for the Three Years Ended June 30,
2006, 2005 and 2004.
Notes to Consolidated Financial Statements.
Information required by schedules called for under Regulation S-X is either
not applicable or is included in the consolidated financial statements or notes
to the financial statements.
b) REPORTS ON FORM 8-K
None.
c) EXHIBITS
3.1 Certificate of Incorporation, as amended, of the Registrant
incorporated by reference to Exhibit 3.1 to the Registrant's registration
statement on Form S-1,Commission File No. 33-13365.
3.2 Article Fourth of the Certificate of Incorporation, as amended, of the
Registrant incorporated by reference to Exhibit 4.1 to the Registrant's
registration statement on Form S-8, Commission File No. 33-62099.
3.3 Section A of Article Fourth of the Certificate of Incorporation, as
amended, of the Registrant incorporated by reference to Exhibit 4.3 to the
Registrant's registration statement on Form S-3, Commission File No. 333-63782.
3.4 Section A of Article Fourth of the Certificate of Incorporation, as
amended, of the Registrant incorporated by reference to Exhibit 3.3 of the
Registrant's Annual Report on Form 10-K for the fiscal year ended June 30, 2003,
Commission File No. 0-10248.
3.5 By-Laws, as amended, of the Registrant incorporated by reference to
Exhibit 3.2 to the Registrant's registration statement on Form S-1, Commission
File No. 33-13365.
4.1 Specimen Common Stock Certificate incorporated by reference to Exhibit
4.1 to the Registrant's registration statement on Form S-1, Commission File No.
33-13365.
4.2 Specimen Class B Common Stock Certificate incorporated by reference to
Exhibit 4.2 to the Registrant's registration statement on Form S-1, Commission
File No. 33-13365.
4.3 Form of 4% Convertible Debentures due June 30, 2002 incorporated by
reference to Exhibit 4.1 of the Registrant's current report on Form 8-K filed on
June 11, 2001. Commission File No. 0-10248.
4.4 Form of Purchase Warrants incorporated by reference to Exhibit 4.2 of
the Registrant's current report on Form 8-K filed on June 11, 2001. Commission
File No. 0-10248.
4.5 Form of Callable Warrants incorporated by reference to Exhibit 4.3 of
the Registrant's current report on Form 8-K filed on June 11, 2001. Commission
File No. 0-10248.
4.6 Form of Replacement Callable Warrants incorporated by reference to
Exhibit 4.7 of the Registrant's registration statement on Form S- 3, Commission
File No. 333-10677.
4.7 Form of Amended and Restated Purchase Warrant for The Tail Wind Fund,
Ltd. incorporated by reference to Exhibit 4.7 of the Registrants registration
statement on Form S-3, Commission File No. 333-116908.
4.8 Form of Amended and Restated Purchase Warrant for Placement Agent and
Designees incorporated by reference to Exhibit 4.8 of the Registrant's
registration statement on Form S-3, Commission File No. 333- 116908.
10.1 License Agreement between the Registrant and Raymond V. Damadian
incorporated by reference to Exhibit 10 (e) to Form 10-K for the fiscal year
ended June 30, 1983, Commission File No. 0-10248.
10.2 1983 Nonstatutory Stock Option Plan incorporated by reference to
Exhibit 10 (a) to Form 10-K for the fiscal year ended June 30, 1983, Commission
File No. 0-10248, and amendments thereto dated as of March 7, 1984 and dated
August 22, 1984, incorporated by referenced to Exhibit 28 (a) to Form 10-K for
the year ended June 30, 1984, Commission File No. 0-10248.
10.3 1984 Incentive Stock Option Plan incorporated by reference to Exhibit
28 (c) to Form 10-K for the year ended June 30, 1984, Commission File No. 0-
10248.
10.4 1986 Nonstatutory Stock Option Plan incorporated by reference to
Exhibit 10.7 to Form 10-K for the fiscal year ended June 30, 1986, Commission
File No. 0-10248.
10.5 1986 Stock Bonus Plan incorporated by reference to Exhibit 10.8 to
Form 10-K for the fiscal year ended June 30, 1986, Commission File No. 0-10248.
10.6 1986 Incentive Stock Option Plan incorporated by reference to Exhibit
10.9 to Form 10-K for the fiscal year ended June 30, 1986, Commission File No.
0-10248.
10.7 Lease Agreement, dated as of August 18, 1987, between the Registrant
and Reckson Associates incorporated by reference to Exhibit 10.26 to Form 10-K
for the fiscal year ended June 30, 1987, Commission File No. 0-10248.
10.8 1993 Incentive Stock Option Plan incorporated by reference to Exhibit
28.1 to the Registrant's registration statement on Form S-8, Commission File No.
33-60154.
10.9 1993 Non-Statutory Stock Option Plan incorporated by reference to
Exhibit 28.2 to the Registrant's registration statement on Form S-8, Commission
File No. 33-60154.
10.10 1993 Stock Bonus Plan incorporated by reference to Exhibit 28.3 to
the Registrant's registration statement on Form S-8, Commission File No. 33-
60154.
10.11 1994 Non-Statutory Stock Option Plan incorporated by reference to
Exhibit 28.1 to the Registrant's registration statement on Form S-8, Commission
File No. 33-81638.
10.12 1994 Stock Bonus Plan incorporated by reference to Exhibit 28.2 to
the Registrant's registration statement on Form S-8, Commission File No. 33-
81638.
10.13 1995 Non-Statutory Stock Option Plan incorporated by reference to
Exhibit 28.1 to the Registrant's registration statement on Form S-8, Commission
File No. 33-62099.
10.14 1995 Stock Bonus Plan incorporated by reference to Exhibit 28.2 to
the Registrant's registration statement on Form S-8, Commission File No. 33-
62099.
10.15 1997 Non-Statutory Stock Option Plan incorporated by reference to
Exhibit 28.1 to the Registrant's registration statement on Form S-8, Commission
File No.: 333-27411.
10.16 1997 Stock Bonus Plan incorporated by reference to Exhibit 28.2 to
the Registrant's registration statement on Form S-8, Commission File No: 333-
27411.
10.17 Stock Purchase Agreement, dated July 31, 1997, by and between U.S.
Health Management Corporation, Raymond V. Damadian, M.D. MR Scanning Centers
Management Company and Raymond V. Damadian, incorporated by reference to Exhibit
2.1 to the Registrant's Form 8-K, July 31, 1997, commission File No: 0-10248.
10.18 Merger Agreement and Supplemental Agreement dated June 17, 1997 and
Letter of Amendment dated June 27, 1997 by and among U.S. Health Management
Corporation and Affordable Diagnostics Inc. et al., incorporated by reference to
Exhibit 2.1 to the Registrant's 8-K, June 30, 1997, Commission File No: 0-
10248.
10.19 Stock Purchase Agreement dated March 20, 1998 by and among Health
Management Corporation of America, FONAR Corporation, Giovanni Marciano, Glenn
Muraca et al., incorporated by reference to Exhibit 2.1 to the Registrant's 8-
K, March 20, 1998, Commission File No: 0-10248.
10.20 Stock Purchase Agreement dated August 20, 1998 by and among Health
Management Corporation of America, FONAR Corporation, Stuart Blumberg and Steven
Jonas, incorporated by reference to Exhibit 2 to the Registrant's 8-K, September
3, 1998, Commission File No. 0-10248.
10.21 2000 Stock Bonus Plan incorporated by reference to Exhibit 99.1 to
the Registrant's registration Statement on Form S-8, Commission File No.: 333-
66760.
10.22 2002 Stock Bonus Plan incorporated by reference to Exhibit 99.1 to
the Registrant's registration statement on Form S-8, Commission File No.: 333-
89578.
10.23 2002 Incentive Stock Option Plan incorporated by reference to Exhibit
99.1 to the Registrant's registration statement on Form S-8, Commission File
No.: 333-96557.
10.24 2003 Stock Bonus Plan incorporated by reference to Exhibit 99.1 to
the Registrant's registration statement on Form S-8, Commission File No: 333-
106626.
10.25 2003 Supplemental Stock Bonus Plan incorporated by reference to
Exhibit 99.1 to the Registrant's registration statement on Form S-8, Commission
File No: 333-106626.
10.26 2004 Stock Bonus Plan incorporated by reference to Exhibit 99.1 to
the Registrant's registration statement on Form S-8, Commission File No. 333-
112577.
10.27 2005 Stock Bonus plan incorporated by reference to Exhibit 99.1 to
the Registrant's registration statement on Form S-8, Commission File No.
333-122859. 10.28 2005 Supplemental Stock Bonus plan incorporated by reference
to Exhibit 99.1 to the Registrant's registration statement on Form S- 8,
Commission File No. 333-126658.
10.29 Purchase Agreement dated May 24, 2001 by and between the Registrant
and The Tail Wind Fund Ltd. incorporated by reference to Exhibit 10.1 to the
Registrant's current report on Form 8-K filed June 11, 2001. Commission File No.
0-10248.
10.30 Registration Rights Agreement dated May 24, 2001 by and among the
Registrant, The Tail Wind Fund Ltd. and Roan Meyers, Inc. incorporated herein by
reference to Exhibit 10.2 to the Registrant's current report on Form 8-K filed
June 11, 2001. Commission File No. 0-10248.
10.31 Amendment to Callable Warrant dated April 28, 2004 by and between The
Tail Wind Fund, Ltd. and the Registrant incorporated by reference to Exhibit
10.17 to the Registrant's registration statement on Form S-3, Commission File
No. 333-116908.
10.32 First Amendment to Purchase Warrant dated April 28, 2004 by and
between The Tail Wind Fund, Ltd. and the Registrant incorporated by reference to
Exhibit 10.18 to the Registrant's registration statement on Form S-3, Commission
File No. 333-116908.
10.33 Form of First Amendment to Purchase Warrant dated June 1, 2004 by and
between each of Roan/Meyers Associates, L.P. and its designees and the
Registrant, incorporated by reference to Exhibit 10.19 to the Registrant's
registration statement on Form S-3, Commission File No. 333- 116908.
10.34 Asset Purchase Agreement dated July 28, 2005 among Health Plus
Management Services, L.L.C., Health Management Corporation of America, Dynamic
Healthcare Management, Inc. and Fonar Corporation, incorporated by reference to
Exhibit 2 to the Registrant's Form 8-K, August 2, 2005, Commission File No. 0-
10248.
14.1 Code of Ethics, incorporated by reference to Exhibit 14.1 of
registrant's Form 10-K for the fiscal year ended June 30, 2004, Commission File
No.: 0-10248.
21.1 Subsidiaries of the Registrant. See Exhibits.
23.1 Independent Registered Public Accounting Firm's Report See Exhibits.
31.1 Section 302 Certification. See Exhibits.
32.1 Section 906 Certification. See Exhibits.
99.1 Press Release on Sale to Largest Orthopedic Hospital in the
Netherlands. See Exhibits.
SIGNATURES
Pursuant to the requirements of Section 13 or 15 (d) 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
Dated: September 18, 2006
By: /s/ Raymond Damadian
Raymond V. Damadian, President
Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
registrant and in the capacities and on the dates indicated.
Signature Title Date
/s/ Raymond Damadian Chairman of the September 18, 2006
Raymond V. Damadian Board of Directors,
President, Director
Principal Executive
Officer and Acting
Principal Financial
Officer)
/s/ Claudette J.V. Chan Director September 18, 2006
Claudette J.V. Chan
/s/ Robert J. Janoff Director September 18, 2006
Robert J. Janoff
/s/ Charles N. O'Data Director September 18, 2006
Charles N. O'Data
/s/ Robert Djerejian Director September 18, 2006
Robert Djerejian
CORPORATE INFORMATION
Corporate Headquarters
110 Marcus Drive
Melville, NY 11747
(631) 694-2929
Investor Relations
FONAR Corporation
110 Marcus Drive
Melville, NY 11747
(631) 694-2929
Stock Transfer Agency
Computershare Trust Company, Inc.
350 Indiana Street, Suite 800
Golden, Colorado 80401
Auditors
Marcum & Kliegman, LLP
New York, New York
Board of Directors
Raymond V. Damadian, M.D.
Chairman of the Board
Claudette Chan, Director
Robert Janoff, Director
Charles O'Data, Director
Robert Djerejian, Director
Officers
Raymond V. Damadian, M.D.
President, Chief Executive Officer and Treasurer
David B. Terry
Senior Vice President and Secretary