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, 2007
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, 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, ss.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 a large accelerated filer, an
accelerated filer, or a non-accelerated filer. See definition of "accelerated
filer and large accelerated filer" in Rule 12b-2 of the Exchange Act. (Check
one):
Large accelerated filer ____ Accelerated filer ____
Non-accelerated filer __X__
Indicate by check mark whether the registrant is a shell company (as defined in
Rule 12b-2 of the Exchange Act).
Yes ____ No __X__
The aggregate market value of the shares of Common Stock held by non-affiliates
as of December 29, 2006 based on the closing price of $7.00 per share on such
date as reported on the NASDAQ System, was approximately $33.3 million. The
other outstanding classes do not have a readily determinable market value. The
number of shares and price per share have been retroactively adjusted to reflect
the reverse stock split which was effective on April 16, 2007.
As of September 14, 2007, 4,894,207 shares of Common Stock, 158 shares of Class
B Common Stock, 382,513 shares of Class C Common Stock and 313,451 shares of
Class A Non-voting Preferred Stock of the registrant were outstanding.
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 provides copies of its
filings with the Securities and Exchange Commission on Forms 10-K, 10-Q and 8-K
and amendments to these reports to stockholders on request.
We conduct our business in two segments. The first, conducted directly through
Fonar, is referred to as our medical equipment segment. The second, conducted
through our wholly owned subsidiary Health Management Corporation of America, is
referred to as the physician management and diagnostic services segment.
MEDICAL EQUIPMENT SEGMENT
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 Upright(TM) MRI. The
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.
PHYSICIAN MANAGEMENT AND DIAGNOSTIC SERVICES SEGMENT
Health Management Corporation of America, 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.
Revenues recognized from the sale of Upright(TM) MRI scanners increased in
fiscal 2007 by 5.6% over fiscal 2006 from approximately $10.5 million in fiscal
2006 to approximately $11.0 million in fiscal 2007 although revenues from the
sale of Upright(TM) MRI scanners had decreased in 2006 by 85.4% from
approximately $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, June 30, 2006 and June 30, 2007. 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 Fiscal 2007
------------- ----------- ----------- -----------
Upright(TM) $71,666,053 $10,452,069 $11,041,251
Fonar 360(TM) $ 764,031 $ 383,589 $ 62,379
Other $ 0 $ 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 was
completed 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 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 ("HMCA"), 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. MEDICAL EQUIPMENT SEGMENT
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 2007, sales of our Upright(TM) MRI scanners accounted for
approximately 33.2% of our total revenues and 51.9% of our medical equipment
revenues, as compared to 31.6% of total revenues and 53.0% of medical equipment
revenues in fiscal 2006 and 68.3% of total revenues and 88.2% of medical
equipment revenues in fiscal 2005. These sales show the market penetration being
achieved by the Upright(TM) MRI scanner.
During fiscal 2007, sales of our Fonar 360(TM) scanner accounted for 0.2% of
total revenues and 0.3% of medical equipment revenues. During fiscal 2006 sales
of our Fonar 360(TM) scanner accounted for 1.2% of total revenues and 1.9% of
medical equipment revenues and 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 been 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 and fiscal 2007. We are
optimistic that the 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, although we also have two non-exclusive
domestic independent sales representatives. 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 is an 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.
Following the fiscal year end, in August 2007, Fonar engaged the services of a
second independent sales representative to focus on spine surgeons or groups of
spine surgeons pre-approved by Fonar who have a pre-existing relationship with
the sales representative.
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 2007 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
for several years now exhibited at the annual meetings of The American Academy
of Orthopaedic Surgeons (AAOS); the North American Spine Society (NASS); the
American Association of Neurological Surgeons (AANS); and the Congress of
Neurological Surgeons (CNS). In addition, in 2007, Fonar attended the Global
Health Care Expansion Congress and the Abu Dahabi International Surgical
Conference abroad.
Fonar's success in targeting surgeons 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 have launched an exciting new advertising campaign, directed at physicians.
It has already led to many inquires about purchase and to some sales of the
Upright(TM) MRI scanner. In order to increase Fonar's presence in the medical
market and to tell the story of the Upright(TM) MRI with its Multi-Position(TM)
diagnostic capability well, the campaign features two-page color advertisements.
The advertising is directed at three target audiences, and each of the three is
being reached through the leading medical journals that are addressed to that
audience.
1) Neurosurgeons and Orthopaedic Surgeons: These are the surgeons who can
most benefit from the superior diagnostic benefits of the Fonar Upright(TM) MRI
with its Multi-Position(TM) diagnostic ability. Advertisements to them currently
appear in the journal Spine, The Journal of Neurosurgery, and the Journal of the
American Academy of Orthopedic Surgery.
2) Radiologists: This segment of the campaign is aimed at the physicians
who now have a wonderful new modality to offer their referring physicians. The
advertisements are appearing in Radiology and Diagnostic Imaging.
3) All Physicians: This effort is to the total physician audience, so that
the vast number of doctors who send patients for MRI's are aware of the
diagnostic advantages of the Fonar Upright(TM) Multi-Position(TM) MRI. The
advertisements appear in the Journal of the American Medical Association, which
has a readership of over 350,000 physicians. This new advertising campaign has
featured a series of compelling messages. One advertisement points out that the
AMA book, Guides to the Evaluation of Permanent Impairment, indicates that
diagnosis must be performed upright in flexion and extension. Another
advertisement is educational and headlined, "Discover the power of Upright
Imaging". Fonar realizes that peer-to-peer communications is the most powerful
way to speak to physicians, so the campaign uses testimonials from surgeons and
radiologists. The first such advertisement featured five surgeons and two
radiologists, explaining the Multi-Position(TM) diagnostic benefits of the Fonar
Upright(TM) MRI scanner to them. The latest advertisement features a leading
radiologist, telling why he bought 12 Fonar Upright(TM) MRI scanners and plans
to buy more.
In addition, we have an extensive advertising effort on Google and Yahoo Search
Marketing. Enter relevant terms, such as "mri" or "mri for back pain", and an ad
for Fonar will very likely appear in the paid search listings on the right side
of the results page or along the top of it.
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, 2007, 7.3% of the Company's revenues were generated by
foreign sales, as compared to 10.1% and 7.1% for fiscal 2006 and 2005,
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 $5.8 million in fiscal 2005, $8.6 million in
fiscal 2006 and $10.0 million in fiscal 2007. 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 approximately $40,000 upgrade revenue
in fiscal 2005, and upgrade revenues of approximately $82,000 in fiscal 2006. We
had no upgrade revenues in fiscal 2007.
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, 2007, we incurred expenditures of
$6,328,265, $636,167 of which was capitalized, on research and development, as
compared to $7,581,898 $714,253 of which was capitalized and $6,752,755,
$745,994 of which was capitalized, during the fiscal years ended June 30, 2006
and June 30, 2005, 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 September 28, 2007 was approximately $49.2
million, as compared to $26.1 million at September 28, 2006. It is expected that
a substantial portion of the existing backlog of orders will be filled within
the 2008 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
we have developed, are material to our 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 134 patents issued and
approximately 90 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 134 issued patents extend to various times up to 2025.
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 voluntary recalls. Three of the recalls were Class II
and one was Class III. 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 27 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, formed under the name 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 2007 fiscal year, the revenues HMCA recognized from the MRI
facilities were $11.9 million. No revenues were recognized from physical therapy
and rehabilitation practices. 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 total revenues of $13.3 million. For the fiscal 2005 year, the revenues HMCA
recognized from the MRI facilities were $14.0 million and the revenues
recognized from the physical and rehabilitation practices were $9.7 million, for
total revenues of $23.7 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 has been to promote and
facilitate the replacement of existing MRI scanners with new Fonar Upright(TM)
MRI scanners. Presently, we have Upright(TM) MRI scanners at all of the MRI
facilities we manage with the exception of the one in Garden City, New York and
the one in Dublin, Georgia.
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, at the beginning of the 2006 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 may expand the ancillary services offered in its network to include
CT-scans and x-rays, if it is determined that such additions may be useful to
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.
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.
In the case of contracts with the MRI facilities, fees were charged by HMCA
during fiscal 2007 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 during fiscal 2007 ranged from $275 to $500 per MRI scan.
Commencing in fiscal 2008, however, eight of the MRI facilities will be charged
a flat fee, pursuant to the new contracts entered into by HMCA following the
sale of said MRI facilities at the end of fiscal 2007 by Dr. Raymond Damadian to
Dr. Robert Diamond. Dr. Diamond has been reading scans for HMCA managed
facilities for more than seven years.
As of June 22, 2007, Dr. Robert Diamond purchased the stock of the professional
corporations owning the eight New York sites managed by HMCA, previously owned
by Dr. Raymond V. Damadian, the President, Chairman of the Board and principal
stockholder of Fonar. In connection with the sale, new management agreements
were substituted for the existing management agreements, providing, however, for
the same management services. The fees in fiscal 2008, however, will be flat
monthly fees in the aggregate amount of $732,250 per month.
Dr. Damadian still owns the four MRI facilities in Georgia and Florida managed
by HMCA. No MRI facilities or other medical facilities are owned by HMCA.
For the purpose of improving the performance of HMCA and the facilities, HMCA
entered into an agreement in September, 2007 with Integrity Healthcare
Management, Inc., also referred to as "Integrity", which is owned by an
unrelated party. Under the terms of the agreement, Integrity will supervise and
direct HMCA and the management of the facilities. The existing management
agreements between the facilities and HMCA will remain in place. Integrity will
receive as compensation an annual fee equal to one-half of the increase in the
consolidated cash flow of HMCA and the facilities over the period from July 1,
2006 through June 30, 2007. The term of the agreement is on an automatically
renewable year to year basis, but may be terminated by either party without
cause at the end of any year.
HMCA MARKETING
HMCA's marketing strategy is to expand the business and improve the facilities
which it manages. HMCA will seek to increase the number of locations of those
facilities where market conditions are promising and to promote growth of its
clients' patient volume and revenue.
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 2007, approximately 20.1% of the revenues of HMCA's clients were
attributable to Medicare and 1.6% were attributable to Medicaid. 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 HMCA's revenues 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, 2007
approximately 33.1% of our clients' receipts were from patients covered by
no-fault insurance and approximately 4.8% of our client's receipts were from
patients covered by worker's compensation programs. For the fiscal year ended
June 30, 2006, approximately 43% of HMCA's clients' receipts were from patients
covered by no-fault insurance and approximately 4.1% of HMCA's clients' receipts
were from patients covered by workers 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, 2007, we employed 370 persons on a full-time and part-time basis.
Of such employees, 41 were engaged in marketing and sales, 48 in research and
development, 70 in production, 53 in customer support services, 158 in
administration, including 65 on site at facilities and offices managed by HMCA
and 49 performing billing, collection and transcription services for those
facilities.
ITEM 1A. RISK FACTORS
An investment in Fonar is highly speculative and subject to a high degree of
risk. Therefore, you should carefully consider the risks discussed below and
other information contained in this annual report before deciding to invest in
shares of our common stock.
1. In the past we have experienced significant losses and may in the future
incur losses.
For the fiscal years ended June 30, 2007 and June 30, 2006, we experienced net
losses of $25.5 million and $30.0 million respectively and losses from
operations of $25.5 million and $29.7 million, respectively.
As of June 30, 2007, our consolidated balance sheet reflected $1.5 million in
cash and cash equivalents and $2.0 million in marketable securities out of total
current assets of $23.0 million as compared to $4.6 million in cash and cash
equivalents and $4.9 million in marketable securities out of total current
assets of $38.9 million as of June 30, 2006, reflecting a decrease in cash, cash
equivalents and marketable securities. As of June 30, 2007, we had a working
capital deficit of $7.6 million as compared to a working capital surplus of
$14.2 million as of June 30, 2006. We believe that we will be able to reduce our
operating loss and generate operating income by continuing the marketing of our
new MRI scanners, particularly our Upright(TM) MRI scanners.
2. Fonar is dependant on the success of its new products to become profitable.
Our ability to generate future operating profits will depend on our ability to
market and sell our MRI products. The Upright(TM) MRI and Fonar 360 MRI scanners
have been introduced into the market. Although we are optimistic that these
scanners' features will make them competitive, and we perceive that the
Upright(TM) MRI is successfully penetrating the market, notwithstanding lower
sales in fiscal 2007 and 2006, there can be no assurance as to the degree,
timing or continuation of market acceptance of these products. The product we
are promoting most vigorously is the Upright(TM) MRI. We believe the Upright(TM)
MRI is the most promising because it enables scans to be performed on patients
in weight bearing positions, such as sitting, standing or lying at an
intermediate angle or in any of the conventional recumbent positions. We sold on
Fonar 360 MRI scanner in fiscal 2005.
3. We must compete in a highly competitive market against competitors with
greater financial resources than we have.
The medical equipment industry is highly competitive and characterized by
rapidly changing technology and extensive research and development. The market
demand for a continuing supply of new and improved products requires that we be
engaged continuously in research and development. New products also require
continuous retooling or at least modifications to our manufacturing facilities,
and our sales and marketing force must continuously adjust to new products and
product features. This is highly expensive and companies with substantially
greater financial resources than we have engage in the marketing of magnetic
resonance imaging scanners which compete with the Company's scanners.
Competitors include large, multinational companies or their affiliates such as
General Electric Company, Siemens A.G., Philips N.V., Toshiba Corporation and
Hitachi Corporation. There can be no assurance that Fonar's products will be
able to successfully compete with products of its competitors.
4. HMCA's profitability depends on its ability to successfully perform billing
and collection services for its clients.
HMCA performs billing and collection services for the facilities it manages. The
viability of HMCA's clients and their ability to remit management fees to HMCA
depends on HMCA's ability to collect the clients' receivables. Collectibility of
these receivables can be adversely affected by the longer payment cycles and
rigorous informational requirements of some insurance companies or other third
party payors. Proper authorizations, referrals and confirmation of coverage for
patients, as well as issues of medical necessity, need to be addressed prior to
the rendering of service to assure prompt payment of claims. HMCA believes it is
properly addressing billing and collection requirements and issues for its
clients and that its collection rates are good. Nevertheless, the regulations
and requirements applicable to medical billing and collections could change in
the future and result in reduced or delayed collections.
5. The profitability of HMCA could be adversely affected if medical insurance
reimbursement rates change.
All HMCA's revenue is now generated from providers of MRI services.
Consequently, HMCA would be indirectly affected by changes in medical insurance
reimbursement policies, referral patterns, no-fault and workers compensation
reimbursement levels and other factors affecting the profitability of an MRI
facility. There are currently 12 MRI facilities served by HMCA located in New
York, Florida and Georgia. Approximately 33.1% of HMCA's clients' revenues in
fiscal 2007, 43% of HMCA's clients' revenues in fiscal 2006 and 59.3% in fiscal
2005 were generated from no-fault claims. Approximately 4.8% of HMCA's clients'
revenues were from workers' compensation claims in fiscal 2007 as compared to
4.1% in fiscal 2006 and 6.2% in fiscal 2005. In addition, in fiscal 2007,
approximately 20.1% of the revenues of HMCA's clients were attributable to
Medicare and 1.6% were attributable to Medicaid. 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. The Deficit Reduction Act has had a negative but not
material effect on the Medicare receipts of HMCA's clients. Future changes in
the reimbursement levels for MRI, workers compensation, no fault reimbursement
or Medicare, or changes in utilization policies for MRI also could adversely
affect the ability of HMCA's clients to pay HMCA's fees. In addition, HMCA
depends on the ability of its clients to attract and retain physicians and other
professional staff.
6. Professional liability claims against HMCA or its clients may exceed
insurance coverage levels.
Although HMCA does not provide medical services, it is possible that a patient
suing one of HMCA's MRI facilities would also sue HMCA. All of HMCA's 12
currently managed MRI facilities carry professional liability insurance. In
addition, physicians working for HMCA's clients, are required to maintain
professional liability insurance in the minimum amount of $1,000,000/$3,000,000.
Such insurance would not cover HMCA, which is not insured, and claims in excess
of insurance coverage might also have to be satisfied by HMCA if it were named
as a defendant.
7. We are dependent upon the services of Dr. Damadian.
Our success is greatly dependent upon the continued participation of Dr. Raymond
V. Damadian, Fonar's founder, Chairman of the Board and President. Dr. Damadian
has acted as our CEO since 1978 and will continue to do so for the foreseeable
future. In addition to providing general supervision and direction, he provides
active direction, supervision and management of our sales, marketing and
research and development efforts. Loss of the services of Dr. Damadian would
have a material adverse effect on our business. We do not have an employment or
noncompetition agreement with Dr. Damadian. We do not currently carry "key man"
life insurance on Dr. Damadian.
8. Dr. Raymond V. Damadian has voting control of Fonar; the management cannot be
changed or the Company sold without his agreement.
Dr. Raymond V. Damadian, the President, Chairman of the Board and principal
stockholder of Fonar is and will continue to be in control of Fonar and in a
position to elect all of the directors of Fonar. As of September 14, 2007, there
were outstanding 4,894,207 shares of common stock, having one vote per share,
158 shares of Class B common stock, having ten votes per share and 382,513
shares of Class C common stock, having 25 votes per share. Of these totals Dr.
Damadian owns 120,302 shares of common stock and 382,447 shares of Class C
common stock, giving him approximately 67% of the voting power of Fonar's voting
stock. This means that the holders of the common stock other than Dr. Damadian
will not be able to control decisions concerning any merger or sale of Fonar,
the election of directors or the determination of business and management
policy.
ITEM 1B. UNRESOLVED STAFF COMMENTS. None
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
$1,125,158, 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
$467,356. 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 $744,000 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 April 16, 2007, we held our annual meeting of stockholders. The matters
before the meeting were 1. the election 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 to limit certain management
compensation, and 6. to transact such other business as may properly come before
the meeting.
Following the meeting, effective April 16, 2007 we effected a reverse split of
1:25 for the issued and outstanding shares of all classes of our stock
outstanding, and reduced the number of authorized shares of each class at the
ratio of 1:5.
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 337,203,493 9,170,994
Claudette J.V. Chan 338,765,981 7,608,506
Robert J. Janoff 339,918,359 6,456,128
Charles N. O'Data 340,619,481 5,755,007
Robert Djerejian 340,609,356 5,765,131
(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 Preferred
Stock
FOR AGAINST ABSTAIN BROKER NON-VOTES
----------- --------- ---------- ----------------
252,564,221 7,501,483 39,498,471 86,269,284
(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 and Class A
Non-voting Preferred Stock
FOR AGAINST ABSTAIN BROKER NON-VOTES
----------- ----------- ---------- ----------------
253,091,115 6,973,109 40,979,203 86,269,284
(4) Ratification of Auditors Marcum & Kliegman LLP
FOR AGAINST ABSTAIN BROKER NON-VOTES
----------- ----------- ---------- ------------------
342,809,546 2,898,567 66,374,437 0
(5) To limit certain management compensation
FOR AGAINST ABSTAIN BROKER NON-VOTES
----------- ----------- ---------- ----------------
10,033,145 249,320,533 751,525 86,269,284
(6) To transact such other business as may properly come before the meeting
FOR AGAINST ABSTAIN BROKER NON-VOTES
----------- ----------- ---------- ----------------
333,610,996 10,964,067 1,799,424 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. The per share high and low bids
have been adjusted to take effect of the reverse stock split effective April 16,
2007 for periods prior to that time.
Fiscal Quarter High Low
--------------------- ----- -----
January - March 2005 44.50 29.75
April - June 2005 35.50 28.50
July - September 2005 32.25 25.25
October - December 2005 28.00 16.75
January - March 2006 21.25 14.25
April - June 2006 20.00 6.50
July - September 2006 15.50 8.25
October - December 2006 12.50 9.50
January - March 2007 8.75 5.00
April - June 2007 7.50 4.01
July - September 21 2007 10.00 4.20
On August 30, 2007, we had approximately 4,470 stockholders of record of our
Common Stock, 12 stockholders of record of our Class B Common Stock, 4
stockholders of record of our Class C Common Stock and 3,882 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 continuing listing requirements, an extension of six months
to December 20, 2006 was granted.
Since the market price of Fonar's Common Stock did not recover by said time,
Fonar proposed to implement a reverse split of its Common Stock. A hearing was
held in February 2007 which resulted in the NASDAQ Hearing Panel's approval of
Fonar's plan, which was then presented to Fonar's stockholders at its Annual
Meeting. Since the reverse split of all classes of Fonar's stock was effective,
Fonar's Common Stock has regained compliance with NASDAQ's minimum price bid
requirement. Fonar's Common Stock is the only class of its securities which is
listed on NASDAQ.
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, 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, 2007. 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,
2007 2006 2005 2004 2003
------------- ------------- ------------- ------------- -------------
STATEMENT OF
OPERATIONS
Revenues $33,212,000 $33,076,000 $104,899,000 $71,609,000 $52,892,000
Cost of
revenues $26,660,000 $26,950,000 $ 67,331,000 $44,945,000 $32,894,000
Research
and Development
Expenses $ 5,692,000 $6,868,000 $6,007,000 $5,491,000 $5,164,000
Net (Loss) Income
from continuing
operations $(25,453,000) $(29,963,000) $1,014,000 ($9,494,000) ($15,201,000)
Net Gain
(Loss) from
discontinued
operations $ --- $ --- $ --- $ --- $ 194,000
Basic and Diluted
Net Income (Loss)
per common share-
continuing
operations $ (5.29) $ (6.78) $ .23 $ (2.61) $ (5.01)
Basic and Diluted
Net Gain
(Loss) per common
share-discontinued
operations $ --- $ --- $ --- $ --- $ ---
Basic
Weighted
average number
of shares
outstanding 4,830,652 4,416,125 4,063,680 3,641,118 3,032,679
Diluted Weighted
average number
of shares
outstanding 4,830,652 4,416,125 4,220,228 3,641,118 3,032,679
BALANCE SHEET DATA
Working
capital (1) $(7,566,000) $14,237,000 $36,224,000 $22,593,000 $13,517,000
Total
Assets $41,210,000 $57,230,000 $76,094,000 $77,201,000 $58,749,000
Long-
term debt
and obligations
under capital
leases (1) $ 1,213,000 $ 1,406,000 $ 1,392,000 $ 6,702,000 $ 1,930,000
Stock
holder's
equity $8,898,000 $30,419,000 $51,869,000 $43,154,000 $32,379,000
(1) Amounts as of and for the year ended June 30, 2003 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. 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, 2007, June 30, 2006, 100% and 95.2%,
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 $275 to $500 per MRI scan. The fees are reviewed and if appropriate,
adjusted on an annual basis by mutual agreement. Commencing with fiscal 2008,
the MRI facilities will be charged a flat fee, pursuant to new contracts
executed in connection with the sale of the MRI facilities by Dr. Raymond
Damadian to Dr. Robert Diamond at the end of fiscal 2007.
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, 2007, 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 2007 COMPARED TO FISCAL 2006
In fiscal 2007, we experienced a net loss of $25.5 million on revenues of $33.2
million, as compared to a net loss of $30.0 million on revenues of $33.1 million
for fiscal 2006. This represents an increase in revenues of 0.4%. This was due
mostly to increased unrelated party sales and service revenues, which increased
by 36.1% and 19.8% respectively. Related party product sales and management fees
decreased by 94.9% and 10.7% respectively. In addition, total cost and expenses
decreased by 6.6%. 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 improved by
$4.2 million to an operating loss of $25.5 million for fiscal 2007 as compared
to an operating loss of $29.7 million for fiscal 2006.
Discussion of Operating Results of Medical Equipment Segment
Fiscal 2007 Compared to Fiscal 2006
------------------------------------------------------------
Revenues attributable to our medical equipment segment increased by 7.9% to
$21.3 million in fiscal 2007 from $19.7 million in fiscal 2006, reflecting an
increase in product sales revenues of 1.0%, from $11.1 million in fiscal 2006 to
$11.3 million in fiscal 2007, and an increase in service revenue of 16.9%, from
$8.6 million in fiscal 2006 to $10.0 million in fiscal 2007. This increase in
revenues was attributable to an increase in sales of our Upright(TM) MRI to
unrelated parties and increased service revenues. Notwithstanding the decrease
in related party sales. We attribute the lower sales volumes in fiscal 2006 and
2007 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 is reducing 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.
Product sales to unrelated parties increased by 36.1% in fiscal 2007 from $8.2
million in fiscal 2006 to $11.1 million in fiscal 2007. Product sales to related
parties decreased by 94.9% in fiscal 2007 from $3.0 million in fiscal 2006 to
$152,000 in fiscal 2007.
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 improved by $2.5 million
from a loss of $24.7 million in fiscal 2006 to a loss of $22.2 million in fiscal
2007. This improvement is attributable most significantly to an increase in
service revenue and to an increase in our scanner sales.
We recognized revenues of $11.0 million from the sale of our Upright(TM) MRI
scanners in fiscal 2007. In fiscal 2006, we recognized revenues of $10.5 million
from the sale of Upright(TM) MRI scanners and $383,589 from the balance due on
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 0.5%, or $152,000, of our revenues
in fiscal 2007, as compared to 9.0%, or $3.0 million, of our revenues in fiscal
2006. We believe concerns about payor reimbursements adversely affected these
sales as well as sales to unrelated parties.
We had no license and royalty revenue in fiscal 2007 or in fiscal 2006.
Research and development expenses, net of capitalized costs, decreased by 17.1%
to $5.7 million in fiscal 2007 as compared to $6.9 million in fiscal 2006. Our
expenses for fiscal 2007 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 2007 Compared to Fiscal 2006
--------------------------------------------------------------------------------
Revenues attributable to the Company's physician and diagnostic services
management segment, HMCA, decreased by 10.7% to $11.9 million in fiscal 2007
from $13.4 million in fiscal 2006. The decrease in revenues reflected decreases
resulting from sale of HMCA's physical therapy and rehabilitation facility
management business and delayed collections. HMCA manages 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 $9.4 million or 70.4% of
related revenues for the year ended June 30, 2006 to $9.0 million, or 75.2% of
related revenue for the year ended June 30, 2007. 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 2007.
Operating results of this segment declined from an operating loss of $5.0
million in fiscal 2006 to operating loss of $3.2 million in fiscal 2007. 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 2007 Compared to Fiscal 2006
--------------------------------------------------------
Interest income and interest expense remained fairly constant in 2007 compared
to 2006. We recognized interest income of $819,637 in 2007 as compared to
$809,691 in fiscal 2006, representing an increase of 1.2%.
Interest expense of $279,912 was recognized in fiscal 2007, as compared to
$281,903 in fiscal 2006, representing a decrease of 0.7%.
Notwithstanding that revenue increased by .4%, selling, general and
administrative expenses, exclusive of compensatory element of stock issuances,
increased by .9% to $24.2 million in fiscal 2007 from $24.0 million in fiscal
2006.
The decrease in compensatory element of stock issuances from approximately $1.9
million in fiscal 2006 to $121,000 in fiscal 2007 reflected the highly 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 $2.0 million in fiscal 2007 as compared to
$1.5 million in fiscal 2006, reflected an increase in reserves of certain
indebtedness by our physician and diagnostic services management segment.
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 and $11.3
million in fiscal 2007. 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 $2.2 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 to $8.6 million in fiscal 2006 and to $10.0 million in fiscal 2007.
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 2007 we continued
our investment in the development of our new MRI scanners, together with
software and upgrades, with an investment of $6,328,265 in research and
development, $636,167 of which was capitalized, as compared to $7,581,898,
$714,253 of which was capitalized, in fiscal 2006. The research and development
expenditures were approximately 29.8% of revenues attributable to our medical
equipment segment, and 19.1% of total revenues, in 2007 and 38.5% of medical
equipment segment revenues, and 22.9% of total revenues in fiscal 2006. This
represented a 17.1% decrease in research and development expenditures in fiscal
2007 as compared to fiscal 2006.
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 and 2007. 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
decreased, from $23.6 million in fiscal 2005 to $13.4 in fiscal 2006 and then to
$11.9 million in fiscal 2007. This is primarily attributable 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, in July of 2005, HMCA sold the portion of its
business engaged in the management of physical therapy and rehabilitation
facilities to Health Plus Management Services, L.L.C. for a purchase price of
$6.6 million, payable pursuant to a promissory note payable 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 2007, HMCA received no revenue from the
physical therapy and rehabilitation business. 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 2006 COMPARED TO FISCAL 2005
In fiscal 2006, we experienced net loss of $30.0 million on revenues of $33.1
million, as compared to income of $1.0 million on revenues of $104.9 million for
fiscal 2005. This represented 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 were reluctant to make drastic cuts because we anticipated that our
sales results would improve and we wanted to maintain our manufacturing
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. 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.
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. 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 Upright(TM) MRI.
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 improvement was attributable to our continuing increase in
recognition of revenues on 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.
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.
License and royalty revenue declined to $0.0 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 Upright(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.
Cost of revenues as a percentage of the related revenues for our physician and
diagnostic services management segment decreased 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.
Operating results of this segment declined from operating income of $912,000 in
fiscal 2005 to an 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 decrease 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 only 7.9% to $24.0 million in fiscal 2006 from $26.0 million in
fiscal 2005. Essentially we declined 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.
Service and repair fees also 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 $8.6 million in fiscal 2006.
In fiscal 2006 we continued our investment in the development of our 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 and our significantly higher total
revenues and medical equipment revenues which resulted from our greater emphasis
on marketing and selling.
The physician and diagnostic services management segment, HMCA, revenues
decreased from $23.6 million in fiscal 2005 to $13.4 million in 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
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 63.7% from $9.5
million at June 30, 2006 to $3.4 million at June 30, 2007.
Marketable securities approximated $2.0 million as of June 30, 2007, as compared
to $4.9 million as of June 30, 2006. At June 30, 2007, we decreased our
investments in U.S. Government obligations from approximately $2.4 million at
June 30, 2006 to approximately $539,000, decreased our investments in corporate
and government agency bonds from approximately $1.8 million at June 30, 2006 to
approximately $1.3 million and decreased our investments in certificates of
deposits, notes and equivalents from $575,000 at June 30, 2006 to $96,000.
Cash used in operating activities for fiscal 2007 approximated $3.9 million.
Cash used in operating activities was attributable substantially to the net loss
of 25.5 million and an increase in customer advances of $4.6 million and an
increase in other current liabilities of $1.9 million, offset by a decrease in
costs and estimated earnings in excess of billings of $3.0 million and a
decrease in inventories of $2.6 million.
Cash provided by investing activities for fiscal 2007 approximated $1.5 million.
The principal uses of cash from investing activities were purchases of property
and equipment of $433,000, costs of capitalized software development of $636,000
and costs of patents and copyrights of $515,000. The principal source of cash
provided by investing activities was the sale of approximately $3.1 million in
marketable securities.
Cash used in financing activities for fiscal 2007 approximated $665,000. The
principal sources of cash in financing activities were proceeds from the
exercise of stock options and warrants of $50,000 and proceeds of $373,000 from
sale of stock, offset by the repayment of borrowings and capital lease
obligations of $192,000 and distributions to holders of minority interests of
$1.1 million.
Total liabilities increased by 21.7% during fiscal 2007, from approximately
$26.1 million at June 30, 2006 to approximately $31.8 million at June 30, 2007.
The increase in total liabilities reflected principally an increase in billings
in excess of costs and estimated earnings on uncompleted contracts of 16.8% from
$3.0 million at June 30, 2006 to $3.5 million at June 30, 2007 and a increase in
customer advances of 83.7% from $5.5 million at June 30, 2006 to $10.0 million
at June 30, 2007, 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 $ 545,237 $ - $ - $ - $ 545,237
Capital lease
Obligation $ 667,965 $ 257,639 $ 369,605 $ 40,721 $ -
Operating
leases $6,613,337 $2,336,428 $2,484,909 $ 679,573 $1,112,427
-------------- ---------- ---------- ---------- ---------- ----------
Total cash
Obligations $7,826,539 $2,594,067 $2,854,514 $ 720,294 $1,657,664
========== ========== ========== ========== ==========
As at June 30, 2007, our obligations included approximately $3.0 million in
various state sales taxes.
Our principal source of liquidity has been derived from revenues, as well as
cash provided by previous debt and equity financing. Management is expecting
this to continue. At June 30, 2007, however, we had a working capital deficit of
approximately $7.6 million as compared to a working capital surplus of $14.2
million at June 30, 2006. For the year ended June 30, 2007, we incurred a net
loss of $25.5 million, which included non-cash charges of approximately $6.7
million.
In addition, in July 2007, we sold our 50% interest in a consolidated subsidiary
and our 20% interest in a non-consolidated subsidiary, and received proceeds of
approximately $4.8 million. Management believes we presently have sufficient
resources available to fund the business as presently conducted through fiscal
2008.
Although sales levels remained weak in fiscal 2007, we are continuing to focus
our efforts on increased advertising and marketing campaigns, and distribution
programs to strengthen the demand for our products.
Our business plan includes an aggressive program for manufacturing and selling
our 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 upgrading the facilities which it manages,
most significantly by the replacement of existing MRI scanners with new
Upright(TM) MRI scanners. Presently, of the 12 MRI facilities managed by HMCA,
10 are equipped with Upright(TM) MRI scanners.
Our business plan also 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 $8.6 million for the year ended June 30, 2006 and $10.0
million for the year ended June 30, 2007.
Management anticipates that Fonar's capital resources will improve as Fonar's
MRI scanner products gain wider market recognition and acceptance resulting in
increased product sales.
If we are unable to sufficiently increase sales, then we will experience a
shortfall in cash and it will be necessary to reduce overhead expenses, possibly
substantially, or seek other sources of funds through the issuance of debt or
equity financing in order to maintain sufficient funds available to conduct
operations as now conducted subsequent to fiscal 2008.
Capital expenditures for fiscal 2007 approximated $1.6 million and substantially
consisted of leasehold improvement costs for new HMCA managed facilities and
other equipment, in the amount of $433,000, capitalized software costs of
$636,000, and capitalized patent costs of $515,000.
Fonar has not committed to making capital expenditures in the 2008 fiscal year
other than its intention to continue research and development expenditures at
current levels. 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 our 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, 2007.
INTEREST RATE SENSITIVITY
PRINCIPAL AMOUNT BY EXPECTED MATURITY
WEIGHTED AVERAGE INTEREST RATE
Date Investments in Fixed Rate Weighted Average
Instruments Interest Rate
6/30/08 $ 0 0%
6/30/09 $ 599,250 3.86%
6/30/10 $1,298,812 2.83%
6/30/11 $ 150,000 4.37%
Total: $2,048,062
Fair Value
at 6/30/07 $1,944,921
All of our revenue, expense and capital purchasing activities are transacted in
United States dollars.
See Note 13 to the consolidated Financial Statements for information on
long-term debt.
Item 8.
FINANCIAL STATEMENTS
FONAR CORPORATION AND SUBSIDIARIES
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
Page No.
-------
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
CONSOLIDATED BALANCE SHEETS
At June 30, 2007 and 2006
CONSOLIDATED STATEMENTS OF OPERATIONS
For the Three Years Ended June 30, 2007, 2006 and 2005
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
For the Three Years Ended June 30, 2007, 2006 and 2005
CONSOLIDATED STATEMENTS OF CASH FLOWS
For the Three Years Ended June 30, 2007, 2006 and 2005
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, 2007 and 2006, and
the related consolidated statements of operations, stockholders' equity and cash
flows for each of the three years in the period ended June 30, 2007. 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. The Company is not required to
have, nor were we engaged to perform, an audit of internal control over
financial reporting. Our audit included consideration of internal control over
financial reporting as a basis for designing audit procedures that are
appropriate in the circumstances, but not for the purpose of expressing an
opinion on the effectiveness of the Company's internal control over financial
reporting. Accordingly, we express no such opinion. An audit also includes
examining, on a test basis, evidence supporting the amounts and disclosures in
the financial statements, 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, 2007 and 2006, and the consolidated
results of its operations and its cash flows for each of the three years in the
period ended June 30, 2007, in conformity with accounting principles generally
accepted in the United States of America.
During each of the three years in the period ended June 30, 2007, a significant
portion of the Company's revenues was from related parties.
/s/Marcum & Kliegman LLP
New York, StateNew York
September 24, 2007
FONAR CORPORATION AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
ASSETS
------
June 30,
--------------------------
2007 2006
------------ ------------
Current Assets:
Cash and cash equivalents $ 1,469,821 $4,556,680
Marketable securities 1,979,309 4,937,842
Accounts receivable - net of allowances
for doubtful accounts of $1,306,209 and
$644,087 at June 30, 2007 and 2006,
respectively 3,527,699 3,358,721
Accounts receivable - related parties
- net of allowances for doubtful
of $646,621 at June 30, 2007 and 2006 444,541 498,875
Medical receivables - net of allowances for
doubtful accounts of $190,000 and $0 at
June 30, 2007 and 2006, respectively 2,781,014 6,053,007
Management fee receivable - related medical
practices - net of allowances for
doubtful accounts of $4,203,486 and
$3,053,486 at June 30, 2007 and 2006,
respectively 6,449,465 7,322,739
Costs and estimated earnings in excess of
billings on uncompleted contracts - 2,957,679
Inventories 4,465,924 7,077,059
Investment in sales-type lease - 279,028
Current portion of advances and notes to
related medical practices 215,832 89,824
Current portion of note receivable less
discount for below market interest 578,823 459,398
Prepaid expenses and other current assets 1,103,349 1,280,648
---------- ----------
Total Current Assets 23,015,777 38,871,500
Property and Equipment - Net 5,159,085 6,667,420
Advances and Notes to Related Medical Practices -
net of allowances for doubtful accounts of
$364,791 at June 30, 2007 and 2006 473,822 676,421
Notes Receivable less discount for below
market interest 5,527,845 5,718,670
Other Intangible Assets - Net 5,345,445 4,929,483
Other Assets 1,688,201 366,050
------------ ------------
Total Assets $41,210,175 $57,229,544
============ ============
See accompanying notes to consolidated financial statements.
FONAR CORPORATION AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
LIABILITIES
-----------
June 30,
--------------------------
2007 2006
------------ ------------
Current Liabilities:
Current portion of long-term debt and
Capital leases $ 257,639 $ 233,751
Accounts payable 3,939,797 4,886,681
Other current liabilities 7,755,392 6,101,835
Unearned revenue on service contracts 4,606,867 4,238,543
Unearned revenue on service contracts -
Related parties 460,422 543,757
Customer advances 10,039,072 5,463,891
Customer advances - related party 41,566 41,566
Income taxes payable - 8,088
Billings in excess of costs and
estimated earnings on uncompleted
contracts 3,480,689 2,978,789
Billings in excess of costs and
estimated earnings on uncompleted
contracts - related party - 137,409
------------ ----------
Total Current Liabilities 30,581,444 24,634,310
------------ ----------
Long-Term Liabilities:
Due to related medical practices 92,663 92,663
Long-term debt and capital leases, less
current portion 955,563 1,171,943
Other liabilities 150,539 214,971
------------ ----------
Total Long-Term Liabilities 1,198,765 1,479,577
------------ ----------
Total Liabilities 31,780,209 26,113,887
------------ ----------
Commitments, Contingencies and Other Matters
See accompanying notes to consolidated financial statements.
FONAR CORPORATION AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
STOCKHOLDERS' EQUITY
--------------------
June 30,
---------------------------
2007 2006
------------- -------------
Minority Interest $ 531,938 $ 696,860
------------- -------------
Stockholders' Equity:
Class A non-voting preferred stock -
$.0001 par value; authorized - 1,600,000
and 8,000,000 shares at June 30, 2007 and
2006 respectively; issued and outstanding -
313,451 shares at June 30, 2007 and 2006 31 31
Preferred stock - $.001 par value;
authorized - 2,000,000 and 10,000,000 shares
at June 30, 2007 and 2006 respectively;
issued and outstanding - none - -
Common stock - $.0001 par value; authorized -
30,000,000 and 150,000,000 shares at
June 30, 2007 and 2006 respectively;
issued - 4,885,850 and 4,599,804 shares
at June 30, 2007 and 2006, respectively;
outstanding - 4,874,207 and 4,588,161
shares at June 30, 2007 and 2006, respectively 487 459
Class B common stock (10 votes per share) -
$.0001 par value; authorized - 800,000 and
4,000,000 shares at June 30, 2007 and 2006
respectively; shares; issued and outstanding
- 158 shares at June 30, 2007 and 2006 - -
Class C common stock (25 votes per share) -
$.0001 par value; authorized - 2,000,000
and 10,000,000 shares at June 30, 2007 and 2006
respectively; issued and outstanding - 382,513
shares at June 30, 2007 and 2006 38 38
Paid-in capital in excess of par value 172,071,727 168,424,269
Accumulated other comprehensive loss (103,604) (246,080)
Accumulated deficit (161,871,507) (136,332,640)
Notes receivable from employee stockholders (523,754) (751,890)
Treasury stock, at cost - 11,643 shares
of common stock at June 30, 2007 and 2006 (675,390) (675,390)
------------- -------------
Total Stockholders' Equity 8,898,028 30,418,797
------------- -------------
Total Liabilities and Stockholders' Equity $ 41,210,175 $ 57,229,544
============= =============
See accompanying notes to consolidated financial statements.
FONAR CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
For the Years Ended June 30,
-----------------------------------------
2007 2006 2005
------------ ------------ ------------
Revenues
Product sales - net $ 11,103,374 $ 8,161,158 $ 66,918,535
Product sales - related parties - net 152,237 2,983,281 6,210,302
Service and repair fees - net 9,081,043 7,581,674 5,017,478
Service and repair fees - related
parties - net 933,335 981,942 780,634
Management and other fees - 647,999 893,419
Management and other fees - related
medical practices - net 11,941,943 12,720,275 22,738,176
License fees and royalties - - 2,340,000
------------ ------------ ------------
Total Revenues - Net 33,211,932 33,076,329 104,898,544
------------ ------------ ------------
Costs and Expenses
Costs related to product sales 12,267,225 9,132,140 43,686,340
Costs related to product sales
- related parties 155,618 2,820,472 3,801,424
Costs related to service and repair
fees 4,767,790 4,948,870 4,634,486
Costs related to service and repair
Fees - related parties 490,026 640,954 721,047
Costs related to management and other
fees - 527,392 547,717
Costs related to management and other
fees - related medical practices 8,979,821 8,879,688 13,939,841
Research and development 5,692,098 6,867,645 6,006,761
Selling, general and administrative,
inclusive of compensatory element
of stock issuances of $120,818,
$1,895,462, and $3,073,134 for the
years ended June 30, 2007, 2006
and 2005, respectively 24,309,803 25,873,719 29,099,756
Provision for bad debts 2,002,122 1,472,635 164,293
Termination costs paid with common
stock - 1,600,000 -
Amortization of management agreements - 37,300 633,577
------------ ------------ ------------
Total Costs and Expenses 58,664,503 62,800,815 103,235,242
------------ ------------ ------------
(Loss) Income from Operations (25,452,571) (29,724,486) 1,663,302
See accompanying notes to consolidated financial statements.
FONAR CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
For the Years Ended June 30,
----------------------------------------
2007 2006 2005
------------ ------------ ------------
Other Income and (Expenses):
Interest expense (279,912) (281,903) (232,277)
Investment income 777,628 796,517 522,870
Interest income - related parties 42,009 13,174 23,778
Other income - net 289,929 327,000 152,178
Minority interests in income of
partnerships ( 915,950) (1,039,625) (1,051,401)
------------ ------------ ------------
(Loss) Income Before Provision
For Income Taxes (25,538,867) (29,909,323) 1,078,450
Provision for Income Taxes - 54,034 64,041
------------ ------------ ------------
Net (Loss) Income $(25,538,867) $(29,963,357) $ 1,014,409
============ ============ ============
Net (Loss)Income Available to Common
Stockholders $(25,538,867) $(29,963,357) $ 943,768
============ ============ ============
Basic Net (Loss) Earnings
Per Common Share $(5.29) $(6.78) $ 0.23
====== ====== ======
Diluted Earnings (Loss)
Per Common Share $(5.29) $(6.78) $ 0.22
====== ====== ======
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, 2007
Class A
Non-Voting Common Stock
Preferred --------------------------
Stock Shares Amount
---------- ------------ ------------
Balance - June 30, 2006 $ 31 4,588,161 $ 459
Net loss - - -
Other comprehensive gains, net of tax:
Unrealized gains on securities arising
during the year, net of tax - -
Cash surrender value of life insurance - - -
Exercise of stock options - 3,680 -
Compensatory element of stock options - - -
Stock issued to employees under stock
bonus plans - 5,030 -
Issuance of stock for goods and services - 227,936 23
Issuance of stock for consulting services - 7,000 1
Sale of stock for cash - 43,600 4
Cancel shares from notes receivable - (1,200) -
Payments on notes receivable
from employee stockholders - - -
----------- ------------ ------------
Balance - June 30, 2007 $ 31 4,874,207 $ 487
=========== ============ ============
* On April 17, 2007, the Company effected a one-for twenty-five reverse split
of its issued and outstanding Common Stock, treasury shares of the Common
Stock, the Class B Common Stock, the Class C Common Stock, the Class A
Non-Voting Preferred Stock and the Preferred Stock. The accompanying
consolidated financial statements, notes and other references to share and
per share data have been retroactively restated to reflect the reverse stock
splits for all periods presented.
See accompanying notes to consolidated financial statements.
FONAR CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY
FOR THE YEAR ENDED JUNE 30, 2007
Paid-in
Class B Class C Capital in
Common Common Excess of
Stock Stock Par Value
----------- ------------ -------------
Shares
-----------
Balance - June 30, 2006 158 $ 38 $168,424,269
Net loss
Other comprehensive gains, net of tax:
Unrealized gains on securities arising
During the year, net of tax
Cash surrender value of life insurance - - 1,234,130
Exercise of stock options - - 49,680
Compensatory element of stock options - - 920
Stock issued to employees under stock
bonus plans - - 41,698
Issuance of stock for goods and services - - 1,912,375
Issuance of stock for consulting services - - 78,199
Sale of stock for cash - - 372,756
Cancel shares from notes receivable - - (42,300)
Payments on notes receivable from
Employee stockholders - - -
----------- ------------ -------------
Balance - June 30, 2007 158 $ 38 $172,071,727
=========== ============ =============
See accompanying notes to consolidated financial statements.
FONAR CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY
FOR THE YEAR ENDED JUNE 30, 2007
Notes
Receivable Accumulated
From Other
Treasury Employee Comprehensive
Stock Stockholders Loss
----------- ------------ ------------
Balance - June 30, 2006 $ (675,390) $ (751,890) $ (246,080)
Net loss - - -
Other comprehensive gains, net
of tax: Unrealized gains on
securities arising during
the year, net of tax - - 142,476
Cash surrender value of life insurance - - -
Exercise of stock options - - -
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 - - -
Sale of stock for cash - - -
Cancel shares for notes
receivable - 42,300 -
Payments on notes receivable from
Employee stockholders - 185,836 -
----------- ------------ ------------
Balance - June 30, 2007 $ (675,390) $ (523,754) $ (103,604)
=========== ============ ============
See accompanying notes to consolidated financial statements.
FONAR CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY
FOR THE YEAR ENDED JUNE 30, 2007
Accumulated Comprehensive
Deficit Total Income (Loss)
-------------- ------------- -------------
Balance - June 30, 2006 $(136,332,640) $ 30,418,797 $ -
Net loss (25,538,867) (25,538,867) (25,538,867)
Other comprehensive gains, net of tax:
Unrealized gains on securities arising
during the year, net of tax - 142,476 142,476
Cash surrender value of life insurance - 1,234,130 -
Exercise of stock options - 49,680 -
Compensatory element of stock options - 920 -
Stock issued to employees under stock
bonus plans - 41,698
-
Issuance of stock for goods and services - 1,912,398 -
Issuance of stock for consulting services - 78,200
-
Sale of stock for cash - 372,760
-
Cancel shares from notes receivable - - -
Payments on notes receivable from
employee stockholders - 185,836
-
-------------- ------------- -------------
Balance - June 30, 2007 $(161,871,507) $ 8,898,028 $(25,396,391)
============== ============= =============
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 $ 31 4,190,078 $ 419
Net loss - - -
Other comprehensive loss, net
of tax: Unrealized losses
on securities arising
during the year, net of tax - - -
Exercise of stock options - 68,193 7
Compensatory element of stock options - - -
Stock issued to employees under
Stock bonus plans - 117,202 12
Issuance of stock for goods
and services - 190,377 19
Issuance of stock for consulting
services - 22,311 2
Payments on notes receivable
from employee stockholders - - -
---------- ------------ ------------
Balance - June 30, 2006 $ 31 4,588,161 $ 459
========== ============ ============
See accompanying notes to consolidated financial statements.
FONAR CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY
FOR THE YEAR ENDED JUNE 30, 2006
Paid-in
Class B Class C Capital in
Common Common Excess of
Stock Stock Par Value
----------- ------------ ------------
Shares
-----------
Balance - June 30, 2005 158 $ 38 $159,940,597
Net loss
Other comprehensive loss, net of tax:
Unrealized losses on securities
arising during the year, net of tax
Exercise of stock options - - 1,206,906
Compensatory element of stock options - - 109,936
Stock issued to employees under
stock bonus plans - - 2,894,293
Issuance of stock for goods and
services - - 3,781,319
Issuance of stock for consulting
services - - 491,218
Payments on notes receivable
from employee stockholders - - -
----------- ------------ ------------
Balance - June 30, 2006 158 $ 38 $168,424,269
=========== ============ ============
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)
=========== ============ ============
See accompanying notes to consolidated financial statements.
FONAR CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY
FOR THE YEAR ENDED JUNE 30, 2006
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 $ 31 3,936,555 $ 394
Net income - - -
Other comprehensive loss, net of tax:
Unrealized losses on securities
arising during the year,
net of tax - - -
Exercise of stock options - 1,979 -
Exercise of callable warrants - 10,130 1
Stock issued to employees
under stock bonus plans - 76,567 8
Issuance of stock for goods and services - 136,748 14
Issuance of stock for consulting services - 20,932 2
Net reduction in notes receivable
from employee stockholders - - -
Issuance of stock for notes receivable -
employee stockholders - 7,159 -
Conversion of Class B common stock - 8 -
---------- ------------ ------------
Balance - June 30, 2005 $ 31 4,190,078 $ 419
========== ============ ============
See accompanying notes to consolidated financial statements.
FONAR CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY
FOR THE YEAR ENDED JUNE 30, 2005
Paid-in
Class B Class C Capital in
Common Common Excess of
Stock Stock Par Value
----------- ------------ ------------
Shares
-----------
Balance - June 30, 2004 166 $ 38 $152,101,548
Net income - - -
Other comprehensive loss, net of tax:
Unrealized losses on securities
arising during the year, net of tax - - -
Exercise of stock options - - 54,181
Exercise of callable warrants - - 200,066
Stock issued to employees under stock
bonus plans - - 2,448,013
Issuance of stock for goods and services - - 4,288,443
Issuance of stock for consulting services - - 625,111
Net reduction in notes receivable
from employee stockholders - - -
Issuance of stock for notes receivable
- employee stockholders - - 223,235
Conversion of Class B common stock (8) - -
----------- ------------ ------------
Balance - June 30, 2005 158 $ 38 $159,940,597
=========== ============ ============
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)
=========== ============ ============
See accompanying notes to consolidated financial statements.
FONAR CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY
FOR THE YEAR ENDED JUNE 30, 2005
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 STATEMENTS OF CASH FLOWS
For the Years Ended June 30,
----------------------------------------
2007 2006 2005
------------ ------------ ------------
CASH FLOWS FROM OPERATING ACTIVITIES
Net (loss) income
$(25,538,867) $(29,963,357) $ 1,014,409
Adjustments to reconcile net
(loss) income to net cash used in
operating activities:
Minority interest in income of
partnerships 915,950 1,039,625 1,051,401
Depreciation and amortization 2,675,831 3,286,865 3,991,752
Amortization of unearned
license fee - - (2,340,000)
Loss from sale of physical
medicine management business - 143,598 -
Gain on sale of equipment - (2,839) (28,105)
Provision for bad debts 2,002,122 1,472,635 164,293
Compensatory element of
stock issuances 120,818 3,495,462 3,073,134
Stock issued for costs and
expenses 1,912,398 3,781,337 4,288,457
(Increase) decrease in operating
assets, net:
Accounts, management fee
and medical receivable 2,028,501 659,240 (1,592,559)
Notes receivable 71,400 22,000 (548,000)
Costs and estimated earnings
in excess of billings on
uncompleted contracts 2,957,679 7,580,484 (8,714,916)
Inventories 2,611,135 2,760,731 547,586
Principal payments received
on sales-type lease 279,028 173,751 153,412
Prepaid expenses and other
current assets 177,299 504,287 (213,385)
Other assets (88,021) 39,716 (17,520)
Advances and notes to related
parties medical practices 76,591 36,986 256,774
Increase (decrease) in operating
Liabilities, net:
Accounts payable ( 946,884) (3,569,204) 3,100,044
Other current liabilities 1,938,546 (420,720) 3,328,598
Customer advances 4,575,181 3,830,908 (6,125,756)
Billings in excess of costs and
estimated earnings on
uncompleted contracts 364,491 2,661,558 (2,482,265)
Other liabilities (64,432) (55,401) (28,544)
Due to related medical practices - (35,065) (26,629)
Income taxes payable (8,088) (3,146) (14,597)
------------ ------------ ------------
NET CASH USED IN
OPERATING ACTIVITIES (3,939,322) (2,560,549) (1,162,416)
------------ ------------ ------------
See accompanying notes to consolidated financial statements.
FONAR CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
For the Years Ended June 30,
----------------------------------------
2007 2006 2005
------------ ------------ ------------
CASH FLOWS FROM INVESTING
ACTIVITIES
Purchases of marketable securities $ - $ (300,000) $(13,388,404)
Sales of marketable securities 3,101,009 4,709,559 14,960,935
Purchases of property and equipment ( 432,721) (2,440,530) (2,204,290)
Costs of capitalized software
development (636,167) (714,254) (788,321)
Proceeds from sale of equipment - 97,466 31,126
Cost of patents and copyrights (514,570) (443,431) (464,104)
------------ ------------ ------------
NET CASH PROVIDED BY (USED
IN) INVESTING ACTIVITIES 1,517,551 908,810 (1,853,058)
------------ ------------ ------------
CASH FLOWS FROM FINANCING
ACTIVITIES
(Repayment of) proceeds from
long-term debt - 555,152 (5,500,000)
Decrease in restricted cash - - 5,500,000
Repayment of borrowings and
capital lease obligations (192,492) (298,671) (444,653)
Net proceeds from exercise of Stock
options and warrants 49,680 784,240 254,248
Distributions to holders of
minority interests (1,080,872) (865,329) (909,859)
Net proceeds from sale of stock 372,760 - -
Repayment of notes receivable
from employee stockholders 185,836 516,424 158,352
------------ ------------ ------------
NET CASH (USED IN) PROVIDED
BY FINANCING ACTIVITIES ( 665,088) 691,816 ( 941,912)
------------ ------------ ------------
NET DECREASE IN CASH AND CASH
EQUIVALENTS (3,086,859) (959,923) (3,957,386)
CASH AND CASH EQUIVALENTS -
BEGINNING OF YEAR 4,556,680 5,516,603 9,473,989
------------ ------------ ------------
CASH AND CASH EQUIVALENTS - $ 1,469,821 $ 4,556,680 $ 5,516,603
END OF YEAR ============ ============ ============
See accompanying notes to consolidated financial statements.
FONAR CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 2007
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.
FONAR, through its wholly-owned subsidiary Health Management Corporation of
America ("HMCA"), provides comprehensive management services diagnostic imaging
facilities. 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. As of June 30, 2007,
HMCA manages 12 diagnostic imaging facilities located in the states of New York,
Georgia and Florida.
Liquidity and Capital Resources
-------------------------------
The Company's principal source of liquidity has been derived from revenues, as
well as cash provided by previous debt and equity financing. Management is
expecting this to continue. At June 30, 2007, the Company had a working capital
deficit of $7,565,667. For the year ended June 30, 2007, the Company incurred a
net loss of $25,538,867, which included non-cash charges of approximately
$6,711,000.
In July 2007, the Company sold its 50% interest in a consolidated subsidiary and
20% interest in a non-consolidated entity and received proceeds of approximately
$4.8 million. Management believes they have sufficient resources available to
fund the business through June 30, 2008.
Sales levels remain weak and the Company continues to focus its efforts on
increased advertising and marketing campaigns, and distribution programs to
strengthen the demand for Fonar's products. Management anticipates that Fonar's
capital resources will improve as Fonar's MRI scanner products gain wider market
recognition and acceptance resulting in increased product sales. If the Company
is not successful with its current marketing efforts to increase sales, then the
Company will experience a shortfall in cash necessary to sustain operations at
their current levels. Should weak demand continue, the Company has determined it
will be necessary to reduce overhead expenses or seek other sources of funds
through the issuance of equity or debt financing in order to maintain sufficient
funds available to operate subsequent to June 30, 2008. The reduction in
overhead expenses might need to be substantial in order for the Company to
streamline operations to an efficient level.
FONAR CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 2007
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.
Reverse Stock Split
-------------------
On April 17, 2007, the Company effected a one-for-twenty-five reverse split of
its issued and outstanding Common Stock, treasury shares of the Common Stock,
the Class B Common Stock, the Class C Common Stock, the Class A Non-Voting
Preferred Stock and the Preferred Stock. At such time, the Company also reduced
the number of its authorized shares available for issuance for each class of
stock. The accompanying consolidated financial statements, notes and other
references to share and per share data have been retroactively restated to
reflect the reverse stock splits for all periods presented.
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).
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,
2007 and 2006, 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.
FONAR CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 2007
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
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 $423,000, $434,000 and $738,000 for the years ended June
30, 2007, 2006 and 2005, respectively.
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).
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.
FONAR CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 2007
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
Other Intangible Assets (Continued)
-----------------------
1) Capitalized Software Development Costs (Continued)
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.
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.
FONAR CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 2007
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
Revenue Recognition (Continued)
-------------------
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"). Through June 22, 2007, the PCs were
primarily owned by Raymond V. Damadian, M.D., President and Chairman of the
Board of FONAR. Commencing on June 23, 2007, eight New York based MRI facilities
owned by six PCs were sold to an unrelated third party. Through June 30, 2007,
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. Commencing July 1, 2007, the contractual
fees for services rendered to the New York based PCs were changed to annual
fees. The fees in Fiscal 2008 will be a flat fee in the aggregate amount of
$732,250 per month. All fees are re-negotiable at the anniversary of the
agreements and each year thereafter.
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
$1,082,000, $936,000 and $1,604,000 for the years ended June 30, 2007, 2006 and
2005, 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.
FONAR CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 2007
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
Income Taxes (Continued)
------------
Deferred tax assets are reduced by a valuation allowance when, in the opinion of
management, it is more likely than not that some portion or all of the deferred
tax assets will not be realized. Realization of the deferred income tax asset is
depentent on generating sufficient taxable income in future years. Management
believes it is more likely than not that the deferred income tax asset will not
be realized.
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.
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, 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, 2007 and 2006 because the participating
securities did not have a contractual obligation to share in the losses of the
Company.
FONAR CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 2007
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
Stock Options and Warrants and Similar Equity Instruments and Earnings (Loss)
Per Share (Continued)
----------------------------------------------------------------------------
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 26,000 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: 278,932 and 284,328 as of June 30, 2007 and
2006, respectively.
Earnings (Loss) Per Share
-------------------------
June 30, June 30, June 30,
2007 2006 2005
----------------------------------------
Common Class C
Total Stock Stock
------------ ------------ ------------ ------------ ------------
Basic
-----
Numerator:
Net income (loss) available
to common stockholders $(25,538,867) $(29,963,357) $ 943,768 $ 921,214 $ 22,554
============ ============ ============ ============ ============
Denominator:
Weighted average shares
outstanding 4,830,652 4,416,125 4,063,680 382,513
============ ============ ============ ============
Basic earnings (loss) per
common share $(5.29) $(6.78) $0.29 $0.23 $0.06
====== ====== ===== ===== =====
Diluted
-------
Weighted average shares
outstanding 4,830,652 4,416,125 4,063,680 4,063,680
Stock options - - 10,318 10,318
Warrants - - 18,726 18,726
Conversion of Class C
Common stock - - 127,504 127,504
------------ ------------ ------------ ------------
Denominator for Diluted
Earnings Per Share:
Weighted average shares
outstanding of common
stock and equivalents 4,830,652 4,416,125 4,220,228 4,220,228
============ ============ ============ ============
Diluted earnings (loss)
per common share $(5.29) $(6.78) $0.22 $0.22
====== ====== ===== =====
FONAR CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 2007
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 2,000 options to purchase
common stock at an exercise price of $25.00. No additional compensation charge
was required to be recorded 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.
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 no tax
impact related to the prior periods since the Company has a net loss.
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 was
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.
FONAR CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 2007
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
Stock Options and Warrants and Similar Equity Instruments and Earnings (Loss)
Per Share (Continued)
-----------------------------------------------------------------------------
The following table illustrates the effect on net income per share if the
Company had applied the fair value recognition provisions of SFAS 123 to stock-
based employee compensation:
June 30,
2005
------------
Net Income Available to Common
Stockholders, as Reported $ 943,768
Deduct:
Total stock-based employee Compensation
expense determined under fair value
based method for all awards 216,362
------------
Proforma Net Income $ 727,406
============
Basic Net Earnings Per Share, as Reported $ 0.23
======
Diluted Net Earnings Per Share, as Reported $ 0.22
======
Basic Proforma Net Earnings Per Share $ 0.18
======
Diluted Proforma Net Earnings Per Share $ 0.17
======
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:
June 30,
2005
--------
Expected life (years) 3
Interest rate 2.69%
Annual rate of dividends 0%
Volatility 40%
The weighted average fair value of the options at the date of grant, using the
fair value based method, for the year ended June 30, 2005 was estimated at
$18.50.
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.
FONAR CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 2007
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
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, 2007, the Company had cash on deposit of approximately $1,145,000 in excess
of federally insured limits.
Related Parties: Net revenues from related parties accounted for approximately
39%, 50% and 29% of the consolidated net revenues for the years ended June 30,
2007, 2006 and 2005, respectively.
Fair Value of Financial Instruments
-----------------------------------
The financial statements include various estimated fair value information at
June 30, 2007, 2006 and 2005, 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.
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.
FONAR CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 2007
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
Recent Accounting Pronouncements
--------------------------------
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.
In September 2006, the FASB issued SFAS No. 157, "Fair Value Measurements",
which defines fair value, establishes a framework for measuring fair value, and
expands disclosures about fair value measurements. This standard applies under
other accounting pronouncements that require or permit fair value measurements,
but does not require any new fair value measurements. SFAS No. 157 will become
effective for the Company in 2009. We are currently assessing the impact of SFAS
No. 157; however, we do not believe the adoption of this standard will have a
material effect on our consolidated financial statements.
FONAR CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 2007
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
Recent Accounting Pronouncements (Continued)
--------------------------------------------
In September 2006, the FASB issued SFAS No. 158, "Employers' Accounting for
Defined Benefit Pension and Other Postretirement Plans", which requires us to
recognize the funded status of our defined benefit plans in the consolidated
balance sheets and changes in the funded status in comprehensive income. This
standard also requires us to recognize the gains/losses, prior year service
costs and transition assets/obligations as a component of other comprehensive
income upon adoption, and provide additional annual disclosure. SFAS No. 158
does not affect the computation of benefit expense recognized in the
consolidated statements of operations. The recognition and disclosure provisions
are effective in 2007. In addition, SFAS No. 158 requires us to measure plan
assets and benefit obligations as of the year-end balance sheet date effective
in 2009. We do not believe the adoption of this standard will have a material
effect on our consolidation statements.
In September 2006, the SEC staff issued Staff Accounting Bulletin ("SAB") No.
108, "Considering the Effects of Prior Year Misstatements when Quantifying
Misstatements in Current Year Financial Statements". This guidance indicates
that the materiality of a misstatement must be evaluated using both the rollover
and iron curtain approaches. The iron curtain approach quantifies a misstatement
based on the amount of the error in the balance sheet. SAB No. 108 is effective
for our 2007 annual consolidated financial statements. The adoption of this
standard did not have a material effect on our consolidated financial
statements.
In February 2007, the FASB issued SFAS No. 159, "Fair Value Option for Financial
Assets and Financial Liabilities". SFAS No. 159 provides companies with an
option to report selected financial assets and liabilities at fair value. SFAS
No. 159's objective is to reduce both complexity in accounting for financial
instruments and the volatility in earnings caused by measuring related assets
and liabilities differently. SFAS No. 159 also establishes presentation and
disclosure requirements designed to facilitate comparisons between companies
that choose different measurement attributes for similar types of assets and
liabilities. SFAS No. 159 requires companies to provide additional information
that will help investors and other users of financial statements to more easily
understand the effect of the Company's choice to use fair value on its earnings.
It also requires entities to display the fair value of those assets and
liabilities for which the Company has chosen to use fair value on the face of
the balance sheet. SFAS No. 159 is effective as of the beginning of an entity's
first fiscal year beginning after November 15, 2007. Early adoption is permitted
as of the beginning of the previous fiscal year provided that the entity makes
that choice in the first 120 days of that fiscal year and also elects to apply
the provisions of Statement 157. The Company did not early adopt SFAS No. 159.
We are currently assessing the impact of SFAS No. 159; however we do not believe
the adoption of this standard will have a material effect on our consolidated
financial statements.
FONAR CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 2007
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
Recent Accounting Pronouncements (Continued)
-------------------------------------------
In March 2007, the FASB ratified the Emerging Issues Task Force (EITF) consensus
on EITF Issue No. 06-10. "Accounting for Collateral Assignment Split Dollar Life
Insurance". This EITF indicates that an employer should recognize a liability
for postretirement benefits related to collateral assignment split-dollar life
insurance arrangements. In addition, the EITF provides guidance for the
recognition of an asset related to a collateral assignment split-dollar life
insurance arrangement. The EIFT is effective for fiscal years beginning after
December 15, 2007. The Company will adopt the EITF as required and management
does not expect it to have any impact on the Company's results of operations,
financial condition and liquidity.
In June 2006, the EITF reached a consensus on Issue No. 06-3 ("EITF 06-3")
"Disclosure Requirements for Taxes Assessed by a Governmental Authority on
Revenue-Producing Transactions". The consensus allows companies to choose
between two acceptable alternatives based on their accounting policies for
transactions in which the company collects taxes on behalf of a governmental
authority, such as sales tax. Under the gross method, taxes collected are
accounted for as a component of sales revenue with an offsetting expense.
Conversely, the net method allows a reduction to sales revenue. If such taxes
are reported gross an are significant, companies should disclose the amount of
those taxes. The guidance should be applied to financial reports through
retrospective application for all periods presented, if amounts are significant,
for interim and annual reporting beginning after December 15, 2006 with early
adoption is permitted. The adoption of this standard did not have a material
effect on our consolidated financial statements.
Investment At Cost
------------------
The Company has a 20% equity interest in an unconsolidated entity. The income on
this investment is included under other income. This equity interest was sold to
an unrelated third party on July 31, 2007 (See Note 25).
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.
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). Amortization of management agreements for the years ended June
30, 2007, 2006 and 2005 was $0, $37,300 and $633,577, respectively.
FONAR CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 2007
NOTE 3 - MANAGEMENT AGREEMENTS (Continued)
On May 23, 2005, HMCA and its subsidiary Dynamic Management Services, LLC
("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, 2007 was $2,781,014. The
$4,105,007 was accounted for as a recovery of the capitalized management
agreements.
On July 28, 2005, the Replacement Management Agreements, along with certain
related assets, were sold (see Note 24).
NOTE 4 - MARKETABLE SECURITIES
The following is a summary of marketable securities at June 30, 2007 and 2006:
June 30, 2007
----------------------------------------
Unrealized Fair Market
Cost Loss Value
------------ ------------ ------------
Certificate of deposits $ 100,000 $ (4,035) $ 95,965
U.S. Government Obligations 548,062 (8,610) 539,452
Corporate and government
agency bonds 1,400,000 (90,496) 1,309,504
Equities - other 34,851 (463) 34,388
------------ ------------ ------------
$ 2,082,913 $ (103,604) $ 1,979,309
============ ============ ============
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
============ ============ ============
All debt securities are due within five years. At June 30, 2007, the amount of
cost due within one year was $0.
FONAR CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 2007
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 professional
corporations ("P.C.s") substantially consists of fees outstanding under
management agreements. Payment of the outstanding fees is dependent on
collection by the P.C.s of fees from third party medical reimbursement
organizations, principally insurance companies and health management
organizations.
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 38%, 47% and 66%, respectively, of the PCs 2007, 2006 and 2005 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.
Certain no-fault insurers have raised issues concerning whether the Company's
clients the "P.C.'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-slitting and/or physician
self referrals. To the extent any claims are asserted against the P.C.'s, the
settlement of such claims could result in the P.C.'s waiving their rights to
collect certain of their insurance claims. Management believes that the Company
and the P.C.'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 P.C.'s, the Company has provided reserves for uncollectable fees related to
this matter.
On February 8, 2006, the Deficit Reduction Act of 2005 ("DRA") was signed into
law by President George W. Bush. The DRA would result in caps on Medicare and
Medicaid payment rates for most imaging services, including MRI and CT,
furnished in physicians' offices and other non-hospital based settings. Under
the cap, payments for these imaging services could not exceed the hospital
outpatient payment rates for those services. This change is to apply to services
furnished by the P.C.'s on or after January 1, 2007. Although the professional
corporations managed by HMCA bill for scans on a "global basis", which means a
single fee per scan, the limitation is applicable only to the technical
component of the services, which is the payment or portion of the payment
attributable to the non-professional services. If the fee for the technical
component of the service (without including geographic adjustments) exceeds the
hospital outpatient payment amount for the service (also without including
geographic adjustments), under the Physician Fee Schedule, then the payment
would be limited to the Physician Fee Schedule rate. Based on the Company's scan
volumes for 2006, the Company estimates that the implementation of the
reimbursement reduction contained in the DRA may have the impact of reducing the
Company's management fee revenues by approximately $800,000 annually.
FONAR CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 2007
NOTE 5 - MANAGEMENT FEE RECEIVABLE AND ACCOUNTS RECEIVABLE (Continued)
Management Fee Receivable (Continued)
-------------------------------------
Currently, a statute in the State of Florida requires all drivers, licensed in
the State of Florida, to carry a $10,000 no-fault insurance policy covering
personal injury protection benefits. This statute is due to expire in October
2007 unless extended by legislative actions. Management does not believe that
the expiration of this statute will have a material impact on the Company's
consolidated financial position or results of consolidated operations in the
future.
While the Company has prepared certain estimates of the impact of the above
discussed changes and possible changes, it is not possible to fully quantify
their impact on its business. There can be no assurance that the impact of these
changes will not be greater than estimated or that any future health care
legislation or reimbursement changes will not adversely affect the Company's
business.
Net revenues from management and other fees charged to the related PCs accounted
for approximately 36%, 38% and 22%, of the consolidated net revenues for the
years ended June 30, 2007, 2006 and 2005, respectively.
HMCA entered into an agreement in September, 2007 with Integrity Healthcare
Management, Inc., ("Integrity"). Under the terms of the agreement, Integrity
will provide the billings and collections for HMCA's facilities as well as
assist in the management of the facilities. The existing management agreements
between the facilities and HMCA will remain in place. Integrity will receive as
compensation an annual fee equal to one-half of the increase in the consolidated
cash flow of HMCA and the facilities over the period from July 1, 2006 through
June 30, 2007. The term of the agreement is one year with an automatic year to
year renewal, but may be terminated by either party without cause at the end of
any year.
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, 2006
and 2005 related to the unconsolidated medical practices managed by the Company
are as follows:
(000's omitted)
2006 2005
-------- --------
Patient Revenue - Net $ 18,244 $ 17,863
======== ========
Income from Operations
(Income Tax
- Cash Basis) $ 496 $ 257
======== ========
Net Loss (Income Tax -
Cash Basis) $ (312) $ (506)
======== ========
FONAR CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 2007
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, 2007 and 2006 is
as follows:
As of June 30,
-------------------------
2007 2006
----------- ------------
Costs incurred on uncompleted
contracts $ 2,136,262 $14,034,496
Estimated earnings 938,549 2,284,685
----------- -----------
3,074,811 16,319,181
Less: Billings to date 6,555,500 16,477,700
----------- -----------
$(3,480,689) $ (158,519)
=========== ===========
FONAR CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 2007
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,
--------------------------
2007 2006
------------ ------------
Costs and estimated earnings
in excess of billings on
uncompleted contracts $ - $ 2,957,679
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 3,480,689 2,978,789
Less: Billings in excess of
costs and estimated earnings
on uncompleted contracts -
related party - 137,409
------------ -----------
$(3,480,689) $ (158,519)
============ ===========
2) Customer advances consist of the following:
As of June 30, 2007
--------------------------------------
Related
Total Parties Other
------------ ------------ -----------
Total advances $16,636,138 $ 41,566 $16,594,572
Less: Advances on contracts
under construction 6,555,500 - 6,555,500
------------ ------------ -----------
$10,080,638 $ 41,566 $10,039,072
============ ============ ===========
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
=========== ============ ===========
FONAR CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 2007
NOTE 6 - COSTS AND ESTIMATED EARNINGS ON UNCOMPLETED CONTRACTS AND CUSTOMER
ADVANCES (Continued)
2) Customer advances consist of the following (continued):
NOTE 7 - INVENTORIES
Inventories included in the accompanying consolidated balance sheets consist of:
As of June 30,
-----------------------
2007 2006
---------- ----------
Purchased parts, components and supplies $3,284,569 $5,315,368
Work-in-process 1,181,355 1,761,691
---------- ----------
$4,465,924 $7,077,059
========== ==========
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 lease
was paid in full during the year ended June 30, 2007.
The Company's investment in a sales-type lease as at June 30, 2007 and 2006 is
as follows:
As of June 30,
------------------------
2007 2006
---------- ----------
Net minimum lease payments receivable $ - $ 291,945
Less: Unearned income - 12,917
---------- ----------
Net investment in sales-type leases $ - $ 279,028
========== ==========
Current portion $ - $ 279,028
Non-current portion - -
---------- ----------
$ $ 279,028
========== ==========
FONAR CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 2007
NOTE 9 - PROPERTY AND EQUIPMENT
Property and equipment, at cost, less accumulated depreciation and amortization,
at June 30, 2007 and 2006, is comprised of:
As of June 30,
------------------------
2007 2006
----------- -----------
Diagnostic equipment under
capital leases $ 780,150 $ 780,150
Diagnostic equipment 2,816,325 3,213,259
Research, development and
demonstration equipment 9,368,963 9,178,402
Machinery and equipment 3,582,539 3,582,539
Furniture and fixtures 2,155,818 2,124,453
Equipment under capital leases 1,504,123 1,504,123
Leasehold improvements 5,453,829 5,341,840
Building 939,614 924,114
----------- ----------
26,601,361 26,648,880
Less: Accumulated depreciation
and amortization 21,442,276 19,981,460
----------- -----------
$ 5,159,085 $ 6,667,420
=========== ===========
Depreciation and amortization of property and equipment for the years ended June
30, 2007, 2006 and 2005 was $1,941,056, $2,518,116 and $2,651,310, respectively.
Equipment under capital leases has a net book value of $484,889 and $689,352 at
June 30, 2007 and 2006, respectively.
NOTE 10 - OTHER INTANGIBLE ASSETS
Other intangible assets, net of accumulated amortization, at June 30, 2007 and
2006 are comprised of:
As of June 30,
----------------------
2007 2006
---------- ----------
Capitalized software
development Costs $5,148,979 $4,512,812
Patents and copyrights 4,093,673 3,579,103
---------- ----------
9,242,652 8,091,915
Less: Accumulated amortization 3,897,207 3,162,432
---------- ----------
$5,345,445 $4,929,483
========== ==========
FONAR CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 2007
NOTE 10 - OTHER INTANGIBLE ASSETS (Continued)
Information related to the above intangible assets for the years ended June 30,
2007, 2006 and 2005 is as follows:
2007 2006 2005
---------- ---------- ----------
Balance - Beginning of Year $4,929,483 $4,503,247 $3,957,687
Amounts capitalized 1,150,737 1,157,685 1,252,425
)
Amortization (734,775) (731,449) (706,865)
---------- ---------- ----------
Balance - End of Year $5,345,445 $4,929,483 $4,503,247
========== ========== ==========
Amortization of patents and copyrights for the years ended June 30, 2007, 2006
and 2005 amounted to $124,015, $110,493 and $95,613, respectively.
Amortization of capitalized software development costs for the years ended June
30, 2007, 2006 and 2005 was $610,760, $620,956 and $611,252, respectively.
The estimated amortization of patents and copyrights and capitalized software
development costs for the five years ending June 30, 2012 is as follows:
Capitalized
Software
For the Years Patents and Development
Ending June 30, Total Copyrights Costs
--------------- ---------- ----------- -----------
2008 $ 709,369 $ 127,830 $ 581,539
2009 539,346 132,108 407,238
2010 467,866 124,358 343,508
2011 461,810 167,404 294,406
2012 374,498 162,931 211,567
Thereafter 2,792,556 560,995 2,231,561
---------- ----------- ----------
$5,345,445 $1,275,626 $4,069,819
========== =========== ==========
The weighted average amortization period for other intangible assets is 9.4
years and has no residual value.
FONAR CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 2007
NOTE 11 - NOTES RECEIVABLE
Notes receivable as of June 30, 2007 and 2006 consist of the following:
June 30, 2007 June 30, 2006
------------- -------------
Note Receivable - Sale of
assets (Note 24) $ 6,105,662 $ 6,600,000
Note Receivable - (a) 65,000 95,000
Note Receivable - (b) 375,000 -
Note Receivable - Other 5,000 5,000
------------- -------------
Total Notes Receivable 6,550,662 6,700,000
Discount of note receivable ( 443,994) (521,932)
------------- -------------
Net Notes Receivable $ 6,106,668 $ 6,178,068
============= =============
Current Portion $ 578,823 $ 459,398
Long-Term Portion $ 5,527,845 $ 5,718,670
a) The note 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, 2007 and 2006 is $65,000 and 95,000, respectively.
b) The note receivable represents a note due from a customer for the purchase of
an Upright MRI system. The note is payable in 48 consecutive equal monthly
payments.
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 April 17, 2007, the Company amended its certificate of incorporation
decreasing the number of authorized shares of Common Stock from 150,000,000 to
30,000,000, Class B Common Stock from 4,000,000 to 800,000, Class C Common Stock
from 10,000,000 to 2,000,000, Class A Non-voting Preferred Stock from 8,000,000
to 1,600,000 and Preferred stock from 10,000,000 to 2,000,000.
On August 9, 2005, the Company filed a Registration Statement on Form S-3 to
register 400,000 shares of the Company's common stock to be issued for various
costs and expenses of the Company. As of June 30, 2007, 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, 2007
NOTE 12 - CAPITAL STOCK (Continued)
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 158 of such
shares outstanding at June 30, 2007 and 2006.
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 313,000 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, 2007
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, terminated on March 25, 2003. There are 2,360 options that were
issued under the FONAR 1993 Plan that remain outstanding.
FONAR's 1997 Nonstatutory Stock Option Plan (the "FONAR 1997 plan"), adopted on
May 9, 1997, terminated on May 8, 2007. There are 84,178 options that were
issued under the FONAR 1997 Plan that 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 100,000
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, 2007, options to purchase 50,943 shares of
common stock of FONAR were available for future grant under this plan and 22,732
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 80,000
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, 2007, 80,000 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, 2007
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, 2007, 2006 and 2005 were as follows:
Weighted
Average Aggregate
Number of Exercise Intrinsic
Options Price Value
---------- --------- ---------
Outstanding, June 30, 2004 121,880 $30.50 -
Granted 6,039 32.00 -
Exercised ( 8,018) 30.75 -
Forfeited ( 6,475) 32.00 -
--------- ------
Outstanding, June 30, 2005 113,426 30.50 -
Granted 71,633 17.75 -
Exercised ( 68,193) 17.75 -
Forfeited ( 2,200) 28.50 -
--------- ------
Outstanding, June 30, 2006 114,666 30.00 -
Granted 240 13.50 -
Exercised ( 3,680) 13.50 -
Forfeited ( 1,956) 28.44 -
--------- ------
Outstanding, June 30, 2007 109,270 $30.55 -
========= ======
Exercisable at:
June 30, 2005 91,518 $31.00
June 30, 2006 114,666 $30.00
June 30, 2007 109,270 $30.55
During the year ended June 30, 2007, 240 options were granted and exercised by a
consultant. The compensatory element of the options granted was $920. During the
year ended June 30, 2006, 71,633 options were granted, of which, 2,000 were
granted to an employee and 69,633 were granted to consultants. The compensatory
element of the options granted was $109,936. During the year ended June 30,
2006, 68,193 of the options granted in 2006 were exercised. The fair value of
the options granted in 2007 and 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 granted during the year ended June 30, 2006 was
determined to be deminimus, as calculated using the Black Scholes pricing
method. The calculation 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, 2007
NOTE 12 - CAPITAL STOCK (Continued)
Options (Continued)
-------
The range of exercise prices for options outstanding as of June 30, 2007 was as
follows:
Weighted
Average
Number of Remaining
Options Contractual
Range of Exercise Price Outstanding Life in Years
----------------------- ------------ ------------
$18.75 - $28.13 77,830 3.9
$29.00 - $42.18 23,320 4.5
$46.88 8,120 4.1
------------
109,270
============
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, 2007, 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 45,000 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,
2007, 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, 2007. As of
June 30, 2007, 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, 2007
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, 2007, 2006 and 2005 were as
follows:
Weighted
Average Aggregate
Number of Exercise Intrinsic
Options Price Value
--------- -------- ---------
Outstanding, June 30, 2005 660,000 $1.00 -
Forfeited - -
--------- --------
Outstanding, June 30, 2006 660,000 $1.00 -
Forfeited - -
--------- --------
Outstanding, June 30, 2007 660,000 $1.00 -
========= ========
Exercisable at:
June 30, 2005 -
June 30, 2006 -
June 30, 2007 -
Stock Bonus Plans
-----------------
On February 16, 2005, the Company filed a registration statement on Form S-8 to
register 120,000 shares under FONAR's 2005 Stock Bonus Plan. As of June 30,
2007, 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 120,000 shares under FONAR's 2005 Supplemental Stock Bonus Plan. As of
June 30, 2007, no shares of common stock of FONAR were available for future
grant under this plan.
Warrants
--------
As of June 30, 2007, 42,000 warrants remain outstanding, which expire on May 24,
2009. The exercise price is $19.75. 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.
FONAR CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 2007
NOTE 13 - LONG-TERM DEBT, NOTES PAYABLE AND CAPITAL LEASES
Long-term debt, notes payable and capital leases consist of the following:
June 30,
------------------------
2007 2006
----------- -----------
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. $ 428,954 $ 540,876
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. 47,572 75,493
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. 545,237 555,152
Other (including capital leases for property and
equipment). 191,439 234,173
----------- -----------
1,213,202 1,405,694
Less: Current portion 257,639 233,751
----------- -----------
$ 955,563 $1,171,943
=========== ===========
The maturities of long-term debt over the next five years are as follows:
Years Ending
June 30,
------------
2008 $ 257,639
2009 186,155
2010 183,450
2011 36,587
2012 4,134
Thereafter 545,237
----------
$1,213,202
==========
FONAR CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 2007
NOTE 14 - INCOME TAXES
Components of the current provision for income taxes are as follows:
Years Ended June 30,
------------------------------------
2007 2006 2005
---------- ---------- ---------
Current:
Federal $ - $ 33,546 $ -
State - 20,488 64,041
---------- ---------- ---------
$ - $ 54,034 $ 64,041
========== ========== =========
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,
------------------------------------
2007 2006 2005
---------- ---------- ----------
Taxes at federal statutory Rate (34.0)% (34.0)% 34.0%
State and local income taxes
(benefit), net of federal benefit 0.0 0.2 5.9
Permanent differences 2.0 1.7 2.5
Increase in the valuation allowance
32.0 32.3 (36.5)
Effective income tax rate ---------- ---------- ----------
0.0% 0.2% 5.9%
========== ========== ==========
As of June 30, 2007, the Company has net operating loss ("NOL") carryforwards of
approximately $156,195,000 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 27,001,000
2027 23,350,000
------------
$156,195,000
============
FONAR CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 2007
NOTE 14 - INCOME TAXES (Continued)
The Company has, for federal income tax purposes, research and development tax
credit carryforwards aggregating $3,651,503, which are accounted for under the
flow-through method.
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.
Significant components of the Company's deferred tax assets and liabilities at
June 30, 2007 and 2006 are as follows:
June 30,
------------------------
2007 2006
----------- -----------
Deferred tax assets:
Allowance for doubtful accounts $ 2,624,314 $ 1,899,465
Non-deductible accruals 328,943 368,184
Net operating carryforwards 62,478,267 53,135,677
Tax credits 4,732,454 4,692,958
Inventory capitalization for
tax purposes 157,378 288,171
Property and equipment and
depreciation 1,090,958 1,021,206
Capital losses carryforwards 536,845 529,412
Charitable contributions 3,200 4,800
----------- -----------
71,952,359 61,939,873
Valuation allowance (70,992,657) (61,001,305)
----------- -----------
Net deferred tax assets 959,702 938,568
----------- -----------
Deferred tax liabilities:
Capitalized software development
costs (959,702) (938,568)
----------- -----------
Gross deferred tax liabilities (959,702) ( 938,568)
----------- -----------
Net deferred tax liabilities $ - $ -
========================
The net change in the valuation allowance for deferred tax assets increased by
$9,991,353 and $12,390,979, respectively, for the years ended June 30, 2007 and
2006.
FONAR CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 2007
NOTE 15 - OTHER CURRENT LIABILITIES
Included in other current liabilities are the following:
June 30,
------------------------
2007 2006
----------- -----------
Royalties $ 635,338 $ 716,321
Accrued salaries, commissions
and payroll taxes 1,105,655 1,146,160
Accrued interest 573,461 535,209
Litigation judgements 193,349 193,349
Sales tax payable 3,036,845 2,180,313
Other 2,210,744 1,330,483
----------- -----------
$ 7,755,392 $ 6,101,835
=========== ===========
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, 2007, 2006 and 2005 amounted to $112,197,
$102,329 and $97,587, respectively. The amount due from the related party at
June 30, 2007 was $14,454 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, 2007, 2006 and 2005 amounted to
approximately $0, $87,000 and $129,000, 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, 2007
NOTE 16 - COMMITMENTS AND CONTINGENCIES (Continued)
Leases (Continued)
------
Future minimum operating lease commitments, along with sub-lease income
consisted of the following at June 30, 2007:
Facilities
And
Equipment
Year Ending (Operating Sub-Lease
June 30, Lease) (Income)
----------- ------------ ---------
2008 $ 2,336,428 $ (94,000)
2009 1,718,987 (94,000)
2010 765,922 (94,000)
2011 563,830 (23,000)
2012 115,743 -
Thereafter 1,112,427 -
----------- ---------
Total minimum obligations $ 6,613,337 $(305,000)
=========== =========
Rent expense for operating leases approximated $2,841,000, $2,923,000 and
$3,316,000 for the years ended June 30, 2007, 2006 and 2005, respectively.
License Agreements
------------------
The Company has a license agreement which requires 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, 2007, 2006 and 2005
approximated $67,000, $65,000 and $868,000, 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, 2007, 2006 and 2005.
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, 2007.
FONAR CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 2007
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.
Company's Common Stock Meets NASDAQ's Continuing Listing Requirements
---------------------------------------------------------------------
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 was granted an
extension to achieve compliance until December 18, 2006.
The Company remained not in compliance and as a result of a hearing held before
the Nasdaq Listing Qualifications Panel ("Panel") on February 15, 2007, the
Company's request for continued listing on the Nasdaq Stock Market was granted,
subject to the condition that on or before May 1, 2007, the Company must have
evidenced a closing bid price of $1.00 or more for a minimum of ten consecutive
trading days, which condition has been satisfied. The Panel's decsion was based
on its determination that the reverse split to be presented at the Annual
Meeting on April 16, 2007, when implemented, would likely cure the bid price
deficiency and allow the Company to maintain compliance for the longer term.
Accordingly, the Company did effect a reverse stock split as of April 17, 2007.
The Company is currently in compliance with the listing requirements.
FONAR CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 2007
NOTE 16 - COMMITMENTS AND CONTINGENIES (Continued)
Other Matters
-------------
In March 2007, the Company and New York State taxing authorities conducted a
conference to discuss a sales tax matter to determine if certain sales
transactions are subject to sales tax withholdings. At the present time, such
discussions are ongoing and the Company cannot yet determine the outcome.
Management is of the belief the resolution of this matter will not materially
impact the consolidated financial statements. The Company has recorded a
provision of $250,000 to cover any potential tax liability including interest.
Such amount is the Company's best estimate of the tax liability. Management is
unable to determine the outcome of this uncertainty.
The Company is also delinquent in filing sales tax returns for certain states,
for which the Company has transacted business. The Company has recorded tax
obligations of $1,770,000 plus interest and penalties of approximately $900,000.
The Company is in the process of determining is regulatory requirements in order
to become compliant.
The Company has determined they may not be in compliance with the Department of
Labor and Internal Revenue Service regulations concerning the requirements to
file Form 5500 to report activity of its 401K Employee Benefit Plan. The filings
do not require the Company to pay tax, however they may be subject to penalty
for non-compliance. The Company has recorded provisions for any potential
penalties totaling $250,000. Such amount is the Company's best estimate of
potential penalties. Management is unable to determine the outcome of this
uncertainty. The Company has engaged outside counsel to handle such matters to
determine the necessary requirements to ensure compliance. Such non-compliance
could impact the eligibilty of the plan.
NOTE 17 - OTHER INCOME
Other income consists of:
For the Years Ended June 30,
-----------------------------------
2007 2006 2005
---------- ---------- ---------
Income from investment $ 142,000 $ 156,000 $180,000
Other income (expense) 147,929 171,000 322,178
Litigation settlements - - (350,000)
---------- ---------- ---------
$ 289,929 $ 327,000 $152,178
========== ========== =========
FONAR CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 2007
NOTE 18 - SUPPLEMENTAL CASH FLOW INFORMATION
During the years ended June 30, 2007, 2006 and 2005, the Company paid $241,661,
$281,903 and $225,177 for interest, respectively. During the years ended June
30, 2007, 2006 and 2005, the Company paid $8,088, $57,180 and $78,638 for income
taxes, respectively.
Non-Cash Transactions
---------------------
- During the Year Ended June 30, 2007:
a) The Company paid premiums for life insurance on its Chief Executive Officer.
The insurance policies are owned by a life insurance trust. The cash surrender
value of the life insurance policies of $1,234,000 was contributed to capital
during the first quarter of fiscal 2007 pursuant to a split dollar agreement.
- 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 it's 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.
NOTE 19 - ADVANCES AND NOTES TO RELATED MEDICAL PRACTICES
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 $85,000. 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, 2007 was $100,842. Interest income on this note for the
years ended June 30, 2007, 2006 and 2005 amounted to $9,249, $12,791 and
$16,631, respectively.
FONAR CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 2007
NOTE 19 - ADVANCES AND NOTES TO RELATED MEDICAL PRACTICES (Continued)
The Company has cumulative advances due from a former subsidiary, Tallahassee
Magnetic Resonance Imaging, P.A., totaling $546,183. 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. Interest income on this note for the year ended June 30, 2007
amounted to $32,760.
The maturities of advances and notes to related medical practices over the next
five years are as follows:
Years Ending
June 30,
------------
2008 $215,832
2009 214,521
2010 170,268
2011 89,033
--------
$689,654
========
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, 2007
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 2007:
------------
Net revenues from external
Customers $ 21,269,989 $ 11,941,943 $ 33,211,932
Intersegment net revenues $ 1,053,106 $ - $ 1,053,106
Loss from operations $(22,219,240) $ (3,233,331) $(25,452,571)
Depreciation and amortization $ 1,562,393 $ 1,113,438 $ 2,675,831
Compensatory element of stock
Issuances $ 116,068 $ 4,750 $ 120,818
Total identifiable assets $ 21,098,416 $ 20,111,759 $ 41,210,175
Capital expenditures $ 1,370,227 $ 213,231 $ 1,583,458
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
FONAR CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 2007
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 15.8%, 23.2% and 9.4%
of product sales revenues to third parties for the years ended June 30, 2007,
2006 and 2005, 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,
----------------------------
2007 2006 2005
------ ------ ------
Puerto Rico - % - % 3.8%
Kuwait (7.9) 9.7 -
Switzerland - - 1.9
England .2 7.6 2.8
Holland 11.7 - -
Germany 11.8 5.9 .9
------ ------ ------
15.8% 23.2% 9.4%
====== ====== ======
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 6.8%, 8.2% and 9.0% of consolidated
net service and repair fees for the years ended June 30, 2007, 2006 and 2005,
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,
----------------------------
2007 2006 2005
------ ------ ------
Korea .1% .9% 1.2%
Spain 1.7 2.0 2.8
Puerto Rico 1.1 1.1 .3
Saudi Arabia ( .1) .9 1.4
Poland .4 .9 1.5
Switzerland 1.1 .7 -
Germany .3 .2 -
England .9 .2 -
Holland .2 - -
Scotland 1.1 1.3 1.8
------ ------ ------
6.8% 8.2% 9.0%
====== ====== ======
The Company does not have any material assets outside of the United States.
FONAR CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 2007
NOTE 22 - QUARTERLY FINANCIAL DATA (UNAUDITED)
(000's omitted, except per share data)
For the Quarters Ended
------------------------------------------------
Sept. 30, Dec. 31, Mar. 31, June 30,
2006 2006 2007 2007 Total
-------- -------- -------- -------- --------
Total Revenues - Net $ 7,783 $ 7,672 $ 8,782 $ 8,975 $33,212
Total Costs and Expenses 13,874 13,071 14,097 17,623 58,665
Net Loss (6,105) (5,470) (5,401) (8,563) (25,539)
Basic and Diluted Net
Loss Per Share $ (1.29) $ (1.13) $(1.11) $(1.76) $(5.29)
For the Quarters Ended
------------------------------------------------
Sept. 30, Dec. 31, Mar. 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 $ (1.94) $ (1.21) $ (1.65) $ (1.98) $ (6.78)
Loss per share from operations for each quarter was computed independently using
the weighted-average number of shares outstanding during the quarter. However,
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 loss per share
for the four quarters may not equal the full year loss per share.
FONAR CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 2007
NOTE 23 - ALLOWANCE FOR DOUBTFUL ACCOUNTS
The following represents a summary of allowance for doubtful accounts for the
years ended June 30, 2007, 2006 and 2005, respectively:
Balance Balance
Description June 30, 2006 Additions Deductions June 30, 2007
------------------------- ------------- ------------- ----------- -------------
Receivables from
equipment sales and
service contracts $ 644,087 (1) $662,122 $ - $1,306,209
Receivables from
equipment sales and
service contracts -
related parties 646,621 - - 646,621
Management fee receivable
from related medical
practices 3,053,486 (1) 1,150,000 - 4,203,486
Medical receivables - (1) 190,000 - 190,000
Advance and notes to
related Parties 364,791 - - 364,791
Description
-----------
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
Description
-----------
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
(1) Included in provision for bad debts.
FONAR CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 2007
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 facility management business, the physical
therapy equipment, a portion of the accounts receivable and furniture and
fixtures the Company provided to the physical therapy and rehabilitation
facilities.
The two principals of Health Plus were employed by HMCA and Dynamic up to the
time of the closing of the 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
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 in 2006.
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. The Company recorded a loss of $143,598 on this
transaction during the year ended June 30, 2006.
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.
NOTE 25 - SUBSEQUENT EVENTS
Registration Statement
----------------------
On August 9, 2007, the Company filed a registration statement on Form S-8 to
register 100,000 shares under the Company's 2007 Stock Bonus Plan.
FONAR CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 2007
NOTE 25 - SUBSEQUENT EVENTS (Continued)
Issuances of Common Stock
-------------------------
During the period from July 1, 2007 through August 31, 2007:
a) The Company issued 20,000 shares of common stock for costs and expenses of
$141,000.
Sale of Investment
------------------
On July 31, 2007, the Company sold its 20% equity interest in an unconsolidated
entity to an unrelated third party. The selling price was $ 629,195. The Company
realized a gain on the sale of the equity interest of $ 571,161.
The gain was calculated as follows:
Selling Price: $ 629,195
Less: Closing costs ( 58,034)
---------
Selling Price - Net 571,161
Basis 0
---------
Gain on sale of investment $ 571,161
=========
Sale of Consolidated Subsidiary
-------------------------------
On July 31, 2007, the Company sold its 50% interest in a consolidated subsidiary
to an unrelated third party. This entity provided management services to a
diagnostic center in Orlando, FL.
The unrelated third party purchased all assets and assumed all liabilities of
the diagnostic center which included cash, the management agreement receivable,
furniture and fixtures and other miscellaneous assets. The purchase price for
the 50% interest was $ 4,499,768 and after closing costs the amount received was
$ 4,256,372.
The following is the calculation of the gain on sale of the 50% interest in a
consolidated subsidiary:
Selling Price: $ 4,499,768
Less: Closing costs ( 243,396)
-----------
Selling Price - Net: $ 4,256,372
Assets sold:
Cash $ 114,238
Management fee
Receivable 1,166,100
Property and
Equipment - Net 22,673
Other Assets 14,759
Minority Interest ( 456,373)
-----------
Subtotal 861,397
-----------
Gain on sale of consolidated entity $ 3,394,975
===========
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
We maintain disclosure controls and procedures (as defined in Exchange Act Rule
13a-15(e) and 15d-15(e)) that are designed to ensure that information required
to be disclosed in reports that we file or submit under the Securities Exchange
Act of 1934 is recorded, processed, summarized, and reported within the time
periods specified in the Securities and Exchange Commission's rules and forms,
and that such information is accumulated and communicated to our management,
including our Chief Executive Officer and our principal financial officer, as
appropriate, to allow timely decisions regarding the required disclosures. In
designing and evaluating the disclosure controls and procedures, we recognize
that any controls and procedures, no matter how well designed and operated, can
provide only reasonable assurance of achieving the desired control objectives.
We carried out an evaluation, under the supervision and with the participation
of management, including our Chief Executive Officer and our principal financial
officer, of the effectiveness of the design and operation of our disclosure
controls and procedures as of June 30, 2007. Based on this evaluation, our Chief
Executive Officer and our principal financial officer each concluded that our
disclosure controls and procedures were effective as of June 30, 2007. There has
been no change in our internal control over financial reporting that occurred
during the fourth quarter of fiscal year 2007 that has materially affected, or
is reasonably likely to materially affect, our internal control over financial
reporting.
As of June 30, 2007, we are not required to report on internal control over
financial reporting nor obtain an attestation report from an independent public
accounting firm on internal control over financial reporting. Pursuant to SEC
rule release 33-8644, we exited accelerated filer status for the year ended June
30, 2007 because our public float held by non-affiliates at December 31, 2006
was less than $50 million. Pursuant to SEC rule release 33-8760, we are not
required to report on internal control over financial reporting until June 30,
2008 and obtain an attestation report from an independent public accounting firm
on internal control over financial reporting until June 30, 2009, as long as we
remain a non-accelerated filer.
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. 71 President, Treasurer,
Chairman of the Board
and a Director
David B. Terry 60 Senior Vice President
and Secretary
Claudette J.V. Chan 69 Director
Robert J. Janoff 80 Director
Charles N. O'Data 71 Director
Robert Djerejian 76 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 was a member of the Board of Directors of Harmony Heights
of Oyster Bay, New York for over 25 years, 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 Chief Executive Officer's salary varies only slightly and is by his own
decision relatively low. It is not expected to increase materially in the near
future. At such time as we become consistently and sufficiently profitable or
there is a reconsideration of our compensation policy, the compensation payable
to the Chief Executive Officer may be reconsidered. As presently existing, the
Chief Executive Officer's compensation package includes no understandings with
respect to bonuses, options or other incentives; as such, it is not subject to
our general policy later discussed.
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.
Our compensation policy includes a combination of salary, commissions, bonuses,
stock bonuses and stock options, designed to incentivize our employees. There is
no universal plan applicable to all of our employees. The fixed and variable
components of our employees' compensation tend to be individualized, based on a
combination of the employees' performance, responsibilities and position, our
assessment of how best to motivate a person in such a position and the needs and
preferences of the particular employees, as negotiated between employees and
their supervisors or management.
There is set forth in the following Summary Compensation Table the compensation
provided by us during fiscal 2007 to our Chief Executive Officer, who also
serves as our acting Principal Financial Officer. There is set forth in the
following Outstanding Equity Awards Table and Director Compensation Table the
required information.
The Company paid premiums for life insurance on its Chief Executive Officer. The
insurance policies are owned by a life insurance trust. The cash surrender value
of the life insurance policies in the approximate amount of $1.2 million was
contributed to capital during the first fiscal quarter of fiscal 2007 pursuant
to a split dollar agreement.
I. SUMMARY COMPENSATION TABLE
--------------------------------------------------------------------------------
(a) (b) (c) (d) (e) (f) (g)
All
Name Other Total
and Stock Compen- Compen-
Principal Salary Bonus Award(s) sation sation
Position Year ($) ($) ($) ($) ($)
--------- ---- ----------- ----- -------- ------- -----------
Raymond V. 2007 $ 90,162.36 - - - $ 90,162.36
Damadian, 2006 $ 93,059.68 - - - $ 93,059.68
President 2005 $ 86,799.98 - - - $ 86,799.98
and CEO
--------------------------------------------------------------------------------
II. OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END
Name Number Option Option
Of Exercise Expiration
Securities Price Date
Underlying ($)
Unexercised
Options
(#)
Exercisable
(a) (b) (c)
---------- ----------- --------- -----------
Raymond V. 463 28.125 12/26/10
Damadian,
CEO/CFO
--------------------------------------------------------------------------------
III. DIRECTOR COMPENSATION
Name Fees Total
Earned or ($)
Paid in
Cash
($)
(a) (b) (c)
------------------- ----------- -------------
Raymond V.Damadian - -
Claudette J.V. Chan $ 20,160.00 $ 20,160.00
Robert J. Janoff $ 20,000.24 $ 20,000.24
Charles N. O'Data $ 20,000.24 $ 20,000.24
Robert Djerejian $ 20,000.05 $ 20,000.05
--------------------------------------------------------------------------------
EMPLOYEE COMPENSATION PLANS
Equity Compensation Plan Information as of June 30, 2007
(a) (b) (c)
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 compen- 109,270 $30.55 130,943
sation plans
approved by
security
holders
Equity compen- - N/A -
sation plans
not approved
by security
holders
------------------- -------------------- ---------------------
Total 109,270 $30.55 130,943
=================== ==================== =====================
Fonar's 1993 Incentive Stock Option Plan, adopted on March 26, 1993, terminated
on March 25, 2003. There are 2,360 options that were issued under the plan that
remain outstanding.
Fonar's 1997 Nonstatutory Stock Option Plan, adopted on May 9, 1997 terminated
on May 8, 2007. Of the options granted under this plan, 84,178 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 100,000 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, 2007, options to purchase 50,943
shares of Common Stock of Fonar were available for future grant under the plan.
Of the options granted under this plan 22,732 remain outstanding.
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 80,000 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, 2007, 80,000 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 120,000 shares of Common stock of Fonar as bonus or
compensation. As of June 30, 2007, 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 120,000 shares of common stock of Fonar as bonus
or compensation. As of June 30, 2007, no shares of common stock of Fonar were
available for future grant under this plan.
Subsequent to June 30, 2007, Fonar adopted its 2007 Stock Bonus Plan, on August
7, 2007. This Plan permits Fonar to issue an aggregate of 100,000 shares of
common stock of Fonar as bonus or compensation. As of September 24, 2007, 80,000
shares were available for issuance.
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, 2007, 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, 2007, 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, 2007, 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 September 14, 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
CEO, 5% + Stockholder
Common Stock 120,302 2.46%
Class C Stock 382,447 99.98%
Class A Preferred 19,093 6.09%
Claudette Chan
Director
Common Stock 106 *
Class A Preferred 32 *
Robert J. Janoff
Director
Common Stock 3,600 *
Class A Preferred 80 *
Charles N. O'Data
Director
Common Stock 28 *
Robert Djerejian
Director
Common Stock 0 *
All Officers and Directors
as a Group (5 persons) (2) (3)
Common Stock 124,036 2.54%
Class C Stock 382,447 99.98%
Class A Preferred 19,205 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 25 shares of our Common Stock and 1 share of our Class A Non-voting
Preferred Stock held by an officer jointly with his wife and 8 shares of our
Common Stock and 2 shares of our Class A Non-voting Preferred Stock held in
trust by an officer for his children.
3. Includes options to purchase 855 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 was 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 400 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, 2007 and June 30, 2006 the net revenues
received by HMCA from the MRI Centers owned by Dr. Damadian were approximately
$11.9 million and $12.7 million respectively, and the net revenues received from
the physical therapy and rehabilitation practice for fiscal 2006 was $648,000.
At the end of fiscal 2007, Dr. Damadian sold all of his stock in the MRI Centers
located in New York State. The new owner is one of the radiologists who has been
reading and interpreting scans performed at those facilities. In connection with
the sale, HMCA entered into new management agreements with the MRI Centers under
which HMCA performs essentially the same services for the MRI Centers as prior
to the sale. The fees charged, however, are flat fees changed on a monthly
basis.
OTHER TRANSACTIONS
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,
2006 through June 30, 2007. The service contract has been renewed at the same
rate for the period July 1, 2007 through June 30, 2008.
Canarsie MRI Associates, also referred to as "Canarsie", a joint venture
partnership of which MRI Specialties, Inc., also referred to as "Specialties",
was an owner during fiscal 2007, 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, 2007
through March 23, 2008. 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, 2007, was $100,842. Timothy Damadian, the
son of Raymond V. Damadian, is the sole stockholder, director and President of
Specialties. Specialties sold its interest in Canarsie to an unrelated party in
July 2007.
Pompano MRI Associates, also referred to as "Pompano", a joint venture
partnership of which Guardian MRI, Inc., also referred to as "Guardian", was an
owner in fiscal 2007, 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, 2006 and runs through December 12, 2007. 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. Guardian sold its interest in Pompano in July
2007 to an unrelated party.
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, 2007. It is anticipated
that the service agreement will be renewed upon its expiration in July 2008.
Timothy Damadian, the son of Raymond V. Damadian was a limited partner in the
Orlando Partnership during fiscal 2007. Timothy Damadian sold his interest in
the Orlando Partnership in July 2007 to an unrelated party.
Black Bear Management LLC, a New York limited liability company of which TRD
Services, Inc., also referred to as "TRD", was a member during fiscal 2007, 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, 2006 through November 22,
2007. Timothy Damadian, the son of Raymond V. Damadian, is the stockholder,
director and President of TRD. TRD sold its interest in Black Bear Management,
LLC in July 2007 to an unrelated party.
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, were members during
fiscal 2007, is party to a service agreement with Fonar for its Upright(TM) MRI
scanner running from March 23, 2007 through March 22, 2008 for an annual fee of
$85,000. 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. Raymond V. Damadian, Donna Damadian, TRD, JAD, Keira
Reinmund, Thomas Terry and Constance Terry sold their interests in Bronx
Management Associates, LLC in July 2007 to an unrelated party.
Deer Park Management Services, LLC, a New York limited liability company of
which TRD and JAD were, among others, members during fiscal 2007, is party to a
service agreement with Fonar for its Upright(TM) MRI scanner running from May 1,
2007 through April 30, 2008 at an annual fee of $85,000. TRD and JAD are owned
by Timothy Damadian and Jevan Damadian, respectively, who are the sons of
Raymond V. Damadian. TRD and JAD sold their interests in Deer Park Management
Services, LLC in July 2007 to an unrelated party.
Long Island Management Services, LLC, a New York limited liability company of
which TRD, JAD and Donna Damadian were, among others, members during fiscal
2007, is party to a service agreement with Fonar for its Stand-Up(TM) MRI
scanner running from September 10, 2006 through September 9, 2008 at a fee of
$85,000 per annum. 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. TRD, JAD and Donna Damadian sold their interests in
Long Island Management Services, LLC in July 2007 to an unrelated party.
Miami MRI Associates, LLC, also referred to as Miami, a Florida limited
liability company of which TRD, JAD and Donna Damadian were, among other
parties, members during fiscal 2007, is party to a service agreement with Fonar
for its Upright(TM) MRI scanner running from October 11, 2006 to October 10,
2007 at a rate of $85,000 per annum. 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. TRD, JAD and Donna
Damadian sold their interests in Miami MRI Associates, LLC in July 2007 to an
unrelated party.
Manhattan Management Services, LLC, a New York limited liability company of
which TRD, JAD, Donna Damadian, Keira Reinmund and Robert Djerejian were, among
other parties, members during fiscal 2007, was party to a service agreement with
Fonar for its Upright(TM) MRI scanner from June 23, 2006 to June 22, 2007 at a
rate of $85,000 per annum. It has been renewed for an additional year, from June
23, 2007 to June 22, 2008 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. TRD, JAD, Donna Damadian, Keira Reinmund and Robert
Djerejian sold their interests in Manhattan Management Services, LLC in July
2007 to an unrelated party.
Queens Management Services, LLC, a New York limited liability company of which
TRD, JAD, Keira Reinmund, Donna Damadian and Robert Djerejian were, among other
parties, members during fiscal 2007, was party to a service agreement with Fonar
for its Upright(TM) MRI scanner from August 4, 2006 to August 3, 2007 at a rate
of $85,000 per annum. It has been renewed for an additional year from August 4,
2007 to August 3, 2008 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. TRD, JAD, Keira Reinmund, Donna Damadian and Robert
Djerejian sold their interests in Queens Management Services, LLC in July 2007
to an unrelated party.
South Shore Management Services, LLC, a New York limited liability company of
which TRD, JAD, Keira Reinmund, Donna Damadian and Robert Djerejian, were among
other parties, members during fiscal 2007, is party to a service agreement with
Fonar for its Upright(TM) MRI scanner from April 11, 2007 to April 10, 2008 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.
TRD, JAD, Keira Reinmund, Donna Damadian and Robert Djerejian sold their
interests in South Shore Management Services, LLC in July 2007 to an unrelated
party.
Comprehensive MRI of New York, P.C., a New York professional corporation of
which Raymond V. Damadian was 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. Dr. Damadian sold his interest in
Comprehensive in June 2007 to an unrelated party.
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, Chief Executive Officer
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, 2007 and
the reviews of the financial statements included in our Forms 10-Q for the
fiscal year ended June 30, 2007 were $653,640. An audit of our internal controls
was not required this year.
The aggregate fees billed by Marcum & Kliegman LLP for the audit of our annual
financial statements for the fiscal year ended June 30, 2006 and our internal
controls, and the reviews of the financial information included in our Forms
10-Q for the fiscal year ended June 30, 2006 were $809,350.
Audit Related Fees
No fees were billed by Marcum & Kliegman LLP for the fiscal years ended June 30,
2007 or June 30, 2006 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,
2007 or June 30, 2006 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, 2007 were $201,049.
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 $193,269.
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, 2007 and June 30, 2006
were $56,878 and $32,196, 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 2007 and 2006 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, 2007 and 2006.
Consolidated Statements of Operations for the Three Years Ended June 30,
2007, 2006 and 2005.
Consolidated Statements of Stockholders' Equity for the Three Years Ended
June 30, 2007, 2006 and 2005.
Consolidated Statements of Cash Flows for the Three Years Ended June 30,
2007, 2006 and 2005.
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, incorporated by reference to Exhibit 99.1 of registrant's Form 10-K
for the fiscal year ended June 30, 2006, Commission File No.: 0-10248.
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: October 1, 2007
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 October 1, 2007
Raymond V. Damadian Board of Directors,
President, Director
Principal Executive
Officer and Acting
Principal Financial
Officer)
/s/ Claudette J.V. Chan Director October 1, 2007
Claudette J.V. Chan
/s/ Robert J. Janoff Director October 1, 2007
Robert J. Janoff
/s/ Charles N. O'Data Director October 1, 2007
Charles N. O'Data
/s/ Robert Djerejian Director October 1, 2007
Robert Djerejian