FORM 10-Q
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
[X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended MARCH 31,SEPTEMBER 30, 2009
----------------------------------
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from _____ to ----- -----_____
Commission file number 0-10248
---------------------------------------
FONAR CORPORATION
------------------------------------------------------
(Exact name of registrant as specified in its charter)
DELAWARE 11-2464137
- --------------------------------------------------------------- ------------------------------------
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
110 Marcus Drive Melville, New York 11747
- ---------------------------------------- ----------
(Address of principal executive offices) (Zip Code)
(631) 694-2929
-----------------------------------------------------------------------------------------------------
Registrant's telephone number, including area code:
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. YES _X_ NO ___
Indicate by check mark whether the registrant has submitted electronically and
posted on its corporate Web site, if any, every Interactive Data File required
to be submitted and posted pursuant to Rule 405 of Regulation S-T (232.405 of
this chapter) during the preceding 12 months (or for shorter period that the
registrant was required to submit and post such files. YES _X_ NO ___
Indicate by check mark whether the registrant is a large accelerated filer, an
accelerated filer, or a non-accelerated filer. See definition of accelerated
filer and large accelerated filer in Rule 12b-2 of the Exchange Act. (Check(Check one):
Large accelerated filer ___ Accelerated filer ___ Non-accelerated filer ___
Smaller reporting company _X_
Indicate by check mark whether the registrant is a shell company (as defined in
Rule 12b-2 of the Exchange Act). Yes ___ No _X_
Indicate by check mark whether the registrant has submitted electronically and
posted on its corporate Website, if any, every Interactive Data File required to
be submitted and posted pursuant to Rule 405 of Regulation S-T during the
preceding 12 months (or for such shorter period that the registrant was required
to submit and post such files): Yes ___ No ___
Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the close of the latest practicable date.
Class Outstanding at April 30,October 31, 2009
- ----------------------------------------- ------------------------------------------------------------
Common Stock, par value $.0001 4,904,2754,916,275
Class B Common Stock, par value $.0001 158
Class C Common Stock, par value $.0001 382,513
Class A Preferred Stock, par value $.0001 313,451
FONAR CORPORATION AND SUBSIDIARIES INDEX
PART I - FINANCIAL INFORMATION PAGE
Item 1. Financial Statements
Condensed Consolidated Balance Sheets - March 31,September
30, 2009 (Unaudited) and June 30, 20082009
Condensed Consolidated Statements of Operations for
the Three Months Ended March 31,September 30, 2009 and
March 31, 2008 (Unaudited)
Condensed Consolidated Statements of Operations for
the Nine Months Ended March 31, 2009 and
March 31,September 30, 2008 (Unaudited)
Condensed Consolidated Statements of Comprehensive
Income (Loss)Loss for the Three Months Ended March 31,September 30, 2009
and March 31, 2008 (Unaudited)
Condensed Consolidated Statements of Comprehensive
Income (Loss) for the Nine Months Ended
March 31, 2009 and March 31,September 30, 2008 (Unaudited)
Condensed Consolidated Statements of Cash Flows for
the NineThree Months Ended March 31,September 30, 2009 and
March 31,September 30, 2008 (Unaudited)
Notes to Condensed Consolidated Financial Statements (Unaudited)
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations
Item 3. Quantitative and Qualitative Disclosures About
Market Risk
Item 4. Controls and Procedures
PART II - OTHER INFORMATION
Item 1. Legal Proceedings
Item 2. Changes in Securities
Item 3. Defaults Upon Senior Securities
Item 4. Submission of Matters to a Vote of Security Holders
Item 5. Other Information
Item 6. Exhibits
Signatures
FONAR CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(000's OMITTED)
ASSETS March 31,September 30, June 30,
2009 20082009
(UNAUDITED)
Current Assets: ---------- ----------------------- -------------
Cash and cash equivalents $ 1,6051,372 $ 1,3261,226
Marketable securities 18 1,06827 23
Accounts receivable - net 5,206 4,6895,156 5,392
Accounts receivable - related parties - net 619 469179 -
Medical receivables - net 555 1,228316 374
Management fee receivable - net 4,051 5,0403,304 3,274
Management fee receivable - related
medical practices - net 1,480 1,3722,020 2,196
Costs and estimated earnings in excess
of billings on uncompleted contracts 528 61,212 1,476
Inventories 3,793 3,2563,452 3,172
Current portion of advances and notes to related
medical practices 193 214166 165
Current portion of notes receivable less discount
for below market interest 509 2,5081,664 518
Prepaid expenses and other current assets 409 811
---------- ----------345 472
------------- -------------
Total Current Assets 18,966 21,987
---------- ----------19,213 18,288
------------- -------------
Property and equipment - net 3,152 3,9332,696 2,892
Advances and notes to related medical practices - net 133 26345 89
Notes receivable less discount for below market interest 1,912 2,297net 156 1,779
Other intangible assets - net 4,896 4,8104,951 4,920
Other assets 574 1,936
---------- ----------391 391
------------- -------------
Total Assets $ 29,63327,452 $ 35,226
========== ==========28,359
============= =============
See accompanying notes to condensed consolidated financial statements
(unaudited).
FONAR CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(000's OMITTED)
March 31,September 30, June 30,
LIABILITIES AND STOCKHOLDERS' DEFICIENCY 2009 20082009
(UNAUDITED)
Current Liabilities: ---------- ----------------------- -------------
Current portion of long-term debt and
capital leases $ 141267 $ 373277
Current portion of long-term debt-related party 82 80
Accounts payable 3,720 4,0203,816 3,519
Other current liabilities 8,045 8,3168,429 8,460
Unearned revenue on service contracts 5,045 4,7325,423 5,526
Unearned revenue on service
contracts - related parties 612 462165 -
Customer advances 7,871 12,804
Customer advances - related party 854 1,4729,264 9,238
Billings in excess of costs and estimated
earnings on uncompleted contracts 5,133 5,773
---------- ----------2,536 2,026
------------- -------------
Total Current Liabilities 31,421 37,95229,982 29,126
Long-Term Liabilities:
Accounts payable 156 184
Due to related medical practices 95 98658 643
Long-term debt and capital leases,
less current portion 746 757731 759
Long-term debt less current portion-related party 139 160
Other liabilities 319 497
---------- ----------379 364
------------- -------------
Total Long-Term Liabilities 1,160 1,352
---------- ----------2,063 2,110
------------- -------------
Total Liabilities 32,581 39,304
---------- ----------32,045 31,236
------------- -------------
Minority interest 64 167
---------- ----------64
------------- -------------
See accompanying notes to condensed consolidated financial statements
(unaudited).
FONAR CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(000's OMITTED, except share data)
March 31,September 30, June 30,
LIABILITIES AND STOCKHOLDERS' DEFICIENCY 2009 20082009
(continued) (UNAUDITED)
---------- ----------------------- -------------
STOCKHOLDERS' DEFICIENCY:
Class A non-voting preferred stock $.0001 par
value; 1,600,000 authorized, 313,451 issued and
outstanding at March 31,September 30, 2009 and June 30, 20082009 - -
Preferred stock $.001 par value; 2,000,000 shares
authorized, issued and outstanding none - -
Common Stock $.0001 par value; 30,000,000 shares
authorized at March 31,September 30, 2009 and June 30, 2008,
4,915,9182009,
4,927,918 and 4,917,918 issued at March 31,September 30, 2009
and June 30, 2008
4,904,2752009, respectively; 4,916,275 and
4,906,275 outstanding at March 31,September 30, 2009 and
June 30, 20082009, respectively 1 1
Class B Common Stock $ .0001$.0001 par value; 800,000
shares authorized, (10 votes per share), 158
issued and outstanding at March 31,September 30, 2009 and
June 30, 20082009 - -
Class C Common Stock $.0001 par value; 2,000,000
shares authorized, (25 votes per share), 382,513
issued and outstanding at March 31,September 30, 2009 and
June 30, 20082009 - -
Paid-in capital in excess of par value 172,276 172,276172,299 172,280
Accumulated other comprehensive loss ( 25) ( 73)(17) (21)
Accumulated deficit (174,320) (175,380)(176,000) (174,259)
Notes receivable from employee stockholders ( 269) ( 394)(265) (267)
Treasury stock, at cost - 11,643 shares of common
stock at March 31,September 30, 2009 and June 30, 2008 ( 675) ( 675)
---------- ----------2009 (675) (675)
------------- -------------
Total Stockholders' Deficiency ( 3,012) ( 4,245)
---------- ----------(4,657) (2,941)
------------- -------------
Total Liabilities and Stockholders' Deficiency $ 29,63327,452 $ 35,226
========== ==========28,359
============= =============
See accompanying notes to condensed consolidated financial statements
(unaudited).
FONAR CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED)
(000's OMITTED, except per share data)
FOR THE THREE MONTHS ENDED
MARCH 31,
----------------------SEPTEMBER 30,
----------------------------
2009 2008
REVENUES ---------- ----------------------- -------------
Product sales - net $ 6,1561,563 $ 2,3481,413
Service and repair fees - net 2,291 2,5152,757 2,545
Service and repair fees - related parties - net 331 27055 55
Management and other fees - net 1,736 2,1102,047
Management and other fees - related medical
practices - net 742 828
---------- ----------795 724
License fees and royalties 585 -
------------- -------------
Total Revenues - Net 11,256 8,071
---------- ----------7,491 6,784
------------- -------------
COSTS AND EXPENSES
Costs related to product sales 3,325 2,2371,657 1,442
Costs related to service and repair fees 865 1,148941 1,010
Costs related to service and repair fees -
related parties 125 12319 22
Costs related to management and other fees 1,039 1,3421,268 1,203
Costs related to management and other
fees - related medical practices 686 751761 656
Research and development 872 1,189854 880
Selling, general and administrative 3,219 4,3113,233 3,265
Provision (Credit) for bad debts 363 ( 309)
---------- ----------180 154
------------- -------------
Total Costs and Expenses 10,494 10,792
---------- ----------
Income (Loss)8,913 8,632
------------- -------------
Loss From Operations 762 ( 2,721)(1,422) (1,848)
Interest Expense ( 75) ( 105)(79) (79)
Interest Expense - Related Party (14) -
Investment Income 91 15687 33
Interest Income - Related Parties 5 8Party 4 6
Other (Expense) Income ( 17)33 1
Minority Interest in Income of Partnerships - ( 34)
Provision for Income Taxes ( 36) -
---------- ----------
NET INCOME (LOSS) $ 730 $ ( 2,695)
========== ==========
Net Income (Loss) Available to Common Stockholders $ 686 $ (2,695)
========== ==========
Basic Net Income (Loss) Per Common Share $ 0.14 $ (0.55)
========== ==========
Diluted Net Income (Loss) Per Common Share $ 0.13 $ (0.55)
========== ==========
Basic and Diluted Income Per Share - Common C $ 0.04 -
========== ==========
Weighted Average Basic Shares Outstanding 4,904,275 4,904,261
========== ==========
Weighted Average Diluted Shares Outstanding 5,031,779 4,904,261
========== ==========
See accompanying notes to condensed consolidated financial statements
(unaudited).
FONAR CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)
(000's OMITTED, except per share data)
FOR THE NINE MONTHS ENDED
MARCH 31,
----------------------
2009 2008
REVENUES ---------- ----------
Product sales - net $ 11,975 $ 8,940
Service and repair fees - net 6,936 7,444
Service and repair fees - related parties - net 966 786
Management and other fees - net 5,518 6,354
Management and other fees - related medical
practices - net 2,181 2,739
License fees and royalties 1,755 1,158
---------- ----------
Total Revenues - Net 29,331 27,421
---------- ----------
COSTS AND EXPENSES
Costs related to product sales 7,590 8,566
Costs related to service and repair fees 2,696 3,546
Costs related to service and repair
fees - related parties 376 375
Costs related to management and other fees 3,316 3,898
Costs related to management and other
fees - related medical practices 2,040 2,241
Research and development 2,681 3,675
Selling, general and administrative 9,955 15,544
Provision for bad debts 1,063 279
---------- ----------
Total Costs and Expenses 29,717 38,124
---------- ----------
Loss From Operations ( 386) (10,703)
Interest Expense ( 193) ( 362)
Investment Income 236 531
Interest Income - Related Parties 17 27
Other (Expense) Income ( 15) 7
Minority Interest in Income of Partnerships ( 11) ( 208)
Gain on Sale of Investment - 571(11)
Gain on Sale of Consolidated Subsidiary - 1,448
3,395
Provision for Income Taxes ( 36)Loss on Note Receivable (350) -
---------- ----------------------- -------------
NET INCOME (LOSS)LOSS $ 1,060(1,741) $ ( 6,742)
========== ==========
Net Income (Loss) Available to Common Stockholders $ 997 $ (6,742)
========== ==========(450)
============= =============
Basic Net Income (Loss)and Diluted Loss Per Common Share $ 0.20 $ (1.38)
========== ==========
Diluted Net Income (Loss) Per Common Share $ 0.19 $ (1.38)
========== ==========
Basic and Diluted Income per share - Common C $ 0.05 -
========== ==========$(0.35) $(0.09)
============= =============
Weighted Average BasicNumber of Common Shares Outstanding 4,907,942 4,904,275
4,895,907
========== ==========
Weighted Average Diluted Common Shares Outstanding 5,031,779 4,895,907
========== ======================= =============
See accompanying notes to condensed consolidated financial statements
(unaudited).
FONAR CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)LOSS
(UNAUDITED)
(000'S OMITTED)
FOR THE THREE MONTHS ENDED
MARCH 31,
----------------------SEPTEMBER 30,
----------------------------
2009 2008
---------- ----------------------- -------------
Net income (loss)loss $ 730(1,741) $ (2,695)
Other comprehensive (loss) income, net of tax:
Unrealized (losses) gains on marketable securities,
net of tax ( 1) 12
---------- ----------
Total comprehensive income (loss) $ 729 $ (2,683)
========== ==========
See accompanying notes to condensed consolidated financial statements
(unaudited).
FONAR CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)
(UNAUDITED)
(000'S OMITTED)
FOR THE NINE MONTHS ENDED
MARCH 31,
----------------------
2009 2008
---------- ----------
Net income (loss) $ 1,060 $ ( 6,742)(450)
Other comprehensive income net of tax:
Unrealized gains on marketable securities,
net of tax 48 20
---------- ----------4 55
------------- -------------
Total comprehensive income (loss)loss $ 1,108(1,737) $ ( 6,722)
========== ==========395)
============= =============
See accompanying notes to condensed consolidated financial statements
(unaudited).
FONAR CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
(000'S OMITTED)
FOR THE NINETHREE MONTHS ENDED
MARCH 31,
----------------------SEPTEMBER 30,
----------------------------
2009 2008
---------- ----------------------- -------------
Cash Flows from Operating Activities:Activities
Net income (loss)loss $ 1,060(1,741) $ ( 6,742)(450)
Adjustments to reconcile net income (loss)loss to net
cash used inprovided by (used in) operating activities:
Minority interest in income of partnerships - 11 208
Depreciation and amortization 1,297 1,727
Provision for bad debts 1,063 279
Stock issued for costs and expenses - 205366 435
Gain on sale of consolidated subsidiary - (1,448)
(3,395)
GainDiscount on salenote receivable 350 -
Provision for bad debts 180 154
Compensatory element of investmentstock issuances 18 - ( 571)
(Increase) decrease in operating assets, net:
Accounts, management fee and medical receivable(s) (1,093) (3,351)82 198
Notes receivable 385 424126 144
Costs and estimated earnings in excess of
billings on uncompleted contracts ( 522) -264 6
Inventories ( 537) 788(280) 54
Prepaid expenses and other current assets 402 ( 196)128 56
Other assets ( 17) ( 90)- (9)
Advances and notes to related medical practices 151 13943 68
Increase (decrease) in operating liabilities, net:
Accounts payable ( 284) ( 294)269 234
Other current liabilities 192 1,78031 (728)
Customer advances (5,551) 4,72926 (1,020)
Billings in excess of costs and estimated
earnings on uncompleted contracts ( 641) 113509 345
Other liabilities ( 178) 11416 (36)
Due to related medical practices ( 2) -
---------- ----------15 (5)
------------- -------------
Net cash used inprovided by (used in) operating activities (5,712) (4,133)
---------- ----------402 (1,991)
------------- -------------
See accompanying notes to condensed consolidated financial statements
(unaudited).
FONAR CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
(000'S OMITTED)
FOR THE NINETHREE MONTHS ENDED
MARCH 31,
----------------------SEPTEMBER 30,
----------------------------
2009 2008
---------- ----------------------- -------------
Cash Flows from Investing Activities:
PurchasesSales of marketable securities - ( 765)
Sales of marketable securities 1,098 1,7081,099
Purchases of property and equipment ( 20) ( 356)(7) (1)
Costs of capitalized software development ( 392) ( 426)(105) (149)
Cost of patents ( 192) ( 113)(88) (60)
Proceeds from note receivable 2,000 - Proceeds from cash surrender value of life insurance 1,345 -
Proceeds from sale of investment - 5712,000
Proceeds from sale of consolidated subsidiary - 2,293
4,142
---------- ----------------------- -------------
Net cash (used in) provided by investing activities 6,132 4,761
---------- ----------(200) 5,182
------------- -------------
Cash Flows from Financing Activities:
Distributions to holders of minority interests ( 23) ( 117)
Proceeds from long-term debtinterest - 265(23)
Repayment of borrowings and capital
lease obligations ( 243) ( 200)(57) (104)
Repayment of notes receivable from employee
stockholders 125 128
---------- ----------1 1
------------- -------------
Net cash (used in) provided byused in financing activities ( 141) 76
---------- ----------(56) (126)
------------- -------------
Net Increase in Cash and Cash Equivalents 279 704146 3,065
Cash and Cash Equivalents - Beginning of Period 1,226 1,326
1,470
---------- ----------------------- -------------
Cash and Cash Equivalents - End of Period $ 1,6051,372 $ 2,174
========== ==========4,391
============= =============
See accompanying notes to condensed consolidated financial statements
(unaudited).
FONAR CORPORATION AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31,SEPTEMBER 30, 2009
(UNAUDITED)
NOTE 1 - BASIS OF PRESENTATION & LIQUIDITY & CAPITAL RESOURCES
Basis of Presentation
- ---------------------
The accompanying unaudited condensed consolidated financial statements have been
prepared in accordance with generally accepted accounting principles for interim
financial information and with the instructions to Form 10-Q and Article 10 of
Regulation S-X. Accordingly, they do not include all of the information and
footnotes required by accounting principles generally accepted in the United
States of America for complete financial statements. In the opinion of
management, all adjustments (consisting of normal recurring accruals) considered
necessary for a fair presentation have been included. Operating results for the
three and nine months ended March 31,September 30, 2009 are not necessarily indicative of the
results that may be expected for the fiscal year ending June 30, 2009.2010. For
further information, refer to the consolidated financial statements and
footnotes thereto included in the Company's Annual Report on Form 10-K filed on
October 7, 20085, 2009 for the fiscal year ended June 30, 2008.2009.
Liquidity and Capital ResourcesGoing Concern
- -------------------------------
In---------------------------
At September 2008, the Company sold its 92.3% interest (to a related party) in
an entity that provided management services to a scanning center in Bensonhurst,
New York and received net cash proceeds of approximately $2.3 million.
In August 2008, the Company signed a modification agreement with regards to the
asset purchase agreement with Health Plus. The Company received a $2,000,000
payment on the note issued by Health Plus.
At March 31,30, 2009, the Company had a working capital deficit of
approximately $12.5$10.8 million and a stockholders'stockholders deficiency of approximately $3.0$4.7
million. For the ninethree months ended March 31,September 30, 2009, the Company generatedincurred a
net incomeloss of approximately $1.1$1.7 million, which was due mainly to the improvement in the
Company's operations and a gainincluded non-cash charges of
$1.4 million from the sale of a consolidated
subsidiary.approximately $914,000. The Company has funded its cash flow deficit for the
ninethree months ended March 31,September 30, 2009 through cash provided by the sale of marketable securities
and other assets discussed above. In addition, during June 2008, theoperations.
The Company
implemented a restructuring program, including a reduction of its workforce,
across the board salary reductions, elimination of manufacturing facilities and
restructuring of its diagnostic imaging management service business. Management
estimates that the annualized savings related to these cost-cutting measures
approximates $5,000,000.
Although sales levels remained weak in fiscal 2009, the Company has been
profitable for two consecutive quarters and continues to focus its efforts on increased advertising and marketing campaigns and distribution programs to
strengthen the demand for its products and services. Management anticipates that
its capital resources will improve if Fonar'sFonars MRI scanner products gain wider
market recognition and acceptance resulting in increased product sales. If the
Company is not successful with its marketing efforts to increase sales and weak
demand continues, the Company will experience a shortfall in cash over the next
twelve months. If necessary, the Company will implement its plan to fund such a
deficit which includes further reductions in operating expenses, sales of
certain assets and loans from related parties together in an amount sufficient
to continue as a going concern through March 31, 2010. Current
economic credit conditions have contributed to a slowing business environment.
Given such liquidity and credit constraints in the markets, the business has and
may continue to suffer, should the credit markets not improve in the near
future. The direct impact of these conditions is not fully known. However, there
can be no assurance that the Company would be able to secure additional funds if
needed and that if such funds were available, whether the terms or conditions
would be acceptable to the Company. In such case, the further reduction in
operating expenses as well as possible sale of other operating subsidiaries
might need to be substantial in order for the Company to generate positive cash
flow to sustain the operations of the Company.
The accompanying unaudited condensed consolidated financial statements have been
prepared in accordance with accounting principles generally accepted in the
United States of America (USGAAP) and assume that the Company will continue as a
going concern. These conditions raise substantial doubt about the Companys
ability to continue as a going concern. The accompanying unaudited condensed
consolidated financial statements do not include any adjustments that might
result from the outcome of this uncertainty.
FONAR CORPORATION AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31,SEPTEMBER 30, 2009
(UNAUDITED)
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Principles of Consolidation
- ---------------------------
The unaudited condensed consolidated financial statements include the accounts
of FONAR Corporation, its majority and wholly-owned subsidiaries and
partnerships (collectively the "Company")Company). All significant intercompany accounts
and transactions have been eliminated in consolidation.
Earnings (Loss) Per Share
- -------------------------
Basic earnings (loss) per share ("EPS")(EPS) is computed based on weighted average
shares outstanding and excludes any potential dilution. In accordance with EITF
03-6, "ParticipatingASC
topic 260 (EITF 03-6), Participating Securities and the Two-Class method under
FASB Statement No. 128" ("EITF 03-6"),128, the Company'sCompanys participating convertible securities, which
include Class A Non-voting preferred stock, Class B common stock and Class C common stock, are not included in the
computation of basic EPS for the nine
months and three months ended March 31,September 30, 2009 and 2008,
because the participating securities do not have a contractual obligation to
share in the losses of the Company. For the nine months and three months ended March 31, 2009, the Company
used the Two-Class method for calculating basic earnings per share and applied
the if converted method in calculating diluted earnings per share.
Diluted EPS reflects the potential dilution from the exercise or conversion of
all dilutive securities into common stock based on the average market price of
common shares outstanding during the period. The number of common shares
potentially issuable upon the exercise of certain options and warrants or
conversion of the participating convertible securities that were excluded from
the diluted EPS calculation was approximately 278,000224,000 and 267,000 because they
were antidilutive as a result of net losses for the three month periods ended
September 30, 2009 and nine months ended March
31, 2008. For the three and nine months ended March 31, 2009, the number of
common shares potentially issuable upon the exercise of certain options of
138,000 have not been included in the computation of diluted EPS since the
effect would be antidilutive.
FONAR CORPORATION AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 2009
(UNAUDITED)
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
Earnings (Loss) Per Share (Continued)
- -------------------------------------
Three months ended Three months ended
March 31, 2009 March 31, 2008, ---------------------------- ------------------
(000's omitted, except per share data)
Class C
Common Common
Basic Total Stock Stock
- ------------------------------ -------- -------- --------
Numerator:
Net income (loss) available
to common stockholders $ 686 $ 672 $ 14 $ (2,695)
======== ======== ======== ==================
Denominator:
Weighted average
shares outstanding 4,904 383 4,904
======== ======== ==================
Basic income (loss)
per common share $ 0.14 $ 0.04 $ (0.55)
======== ======== ==================
Diluted
- ------------------------------
Denominator:
Weighted average
shares outstanding 4,904 4,904 383 4,904
Stock options - - - -
Warrants - - - -
Convertible Class C Stock 128 128 - -
-------- -------- -------- ------------------
Total Denominator for
diluted earnings per share 5,032 5,032 383 4,904
======== ======== ======== ==================
Diluted income (loss)
per common share $ 0.13 $ 0.04 $ (0.55)
======== ======== ==================
FONAR CORPORATION AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 2009
(UNAUDITED)
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
Earnings (Loss) Per Share (Continued)
- -------------------------------------
Nine months ended Nine months ended
March 31, 2009 March 31, 2008
---------------------------- -----------------
(000's omitted, except per share data)
Class C
Common Common
Basic Total Stock Stock
- ------------------------------ -------- -------- --------
Numerator:
Net income (loss) available
to common stockholders $ 997 $ 977 $ 20 $ (6,742)
======== ======== ======== =================
Denominator:
Weighted average
shares outstanding 4,904 383 4,896
======== ======== =================
Basic income (loss)
per common share $ 0.20 $ 0.05 $ (1.38)
======== ======== =================
Diluted
- ------------------------------
Denominator:
Weighted average
shares outstanding 4,904 4,904 383 4,896
Stock options - - - -
Warrants - - - -
Convertible Class C Stock 128 128 - -
-------- -------- -------- -----------------
Total Denominator for
diluted earnings per share 5,032 5,032 383 4,896
======== ======== ======== =================
Diluted income (loss)
per common share $ 0.19 $ 0.05 $ (1.38)
======== ======== =================respectively.
Recent Accounting Pronouncements
- --------------------------------
In September 2006, the Financial Accounting Standard Board ("FASB")(FASB) issued
Accounting Standards Codification (ASC) topic 820 (formerly Statement of
Financial Accounting Standards ("SFAS")(SFAS) No. 157, "FairFair Value Measurements," ("SFAS 157")Measurements). This
statement provides a single definition of fair value, a framework for measuring
fair value, and expanded disclosures concerning fair value. Previously,
different definitions of fair value were contained in various accounting
pronouncements creating inconsistencies in measurement and disclosures. SFAS 157ASC
topic 820 applies under those previously issued pronouncements that prescribe
fair value as the relevant measure of value, except SFAS No. 123 (revised 2004),
"Share-Based Payment",Share-Based Payment, and related interpretations and pronouncements that require
or permit measurement similar to fair value but are not intended to measure fair
value. The Company adopted SFAS 157ASC topic 820 on July 1, 2008, as required for its
financial assets and financial liabilities. However, the FASB deferred the
effective date of SFAS 157ASC topic 820 for one year as it relates to fair value
measurement requirements for nonfinancial assets and nonfinancial liabilities
that are not recognized or disclosed at fair value on a recurring basis. The
adoption of SFAS 157the provisions of ASC topic 820 for the Company'sCompanys financial assets
and financial liabilities did not have a material impact on its condensed
consolidated financial statements. The Company is evaluating the effect the
implementation of SFAS 157ASC topic 820 for its nonfinancial assets and nonfinancial
liabilities will have on the Company'sCompanys condensed consolidated financial
statements.
FONAR CORPORATION AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31,SEPTEMBER 30, 2009
(UNAUDITED)
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)(Continued)
Recent Accounting Pronouncements (Continued)
- --------------------------------------------
Effective January 1, 2007, the Company adopted the provisions of FASB
Interpretation No. 48, "Accounting of Uncertainty in Income Taxes-an
interpretation of FASB Statement No. 109" ("FIN 48"). FIN 48 prescribes a
recognition threshold and measurement attribute for the financial statement
recognition and measurement of a tax position taken or expected to be taken in a
corporate tax return. For those benefits to be recognized, a tax position must
be more-likely-than-not to be sustained upon examination by taxing authorities.
Differences between tax positions taken or expected to be taken in a tax return
and the benefit recognized and measured pursuant to the interpretation are
referred to as "unrecognized benefits". A liability is recognized (or amount of
net operating loss carry forward or amount of tax refundable is reduced) for an
unrecognized tax benefit because it represents an enterprise's potential future
obligation to the taxing authority for a tax position that was not recognized as
a result of applying the provisions of FIN 48. In accordance with FIN 48,
interest costs related to unrecognized tax benefits are required to be
calculated (if applicable) and would be classified as "Interest expense, net".
Penalties if incurred would be recognized as a component of "General and
administrative" expenses. The Company files corporate income tax returns in the
United States (federal) and in various state and local jurisdictions. In most
instances, the Company is no longer subject to federal, state and local income
tax examinations by tax authorities for years prior to 2004. The adoption of the
provisions of FIN 48 did not have a material impact on the Company's
consolidated financial position and results of operations. As of March 31, 2009,
no liability for unrecognized tax benefits was required to be recorded. The
Company recognized a deferred tax asset of approximately $76 million as of March
31, 2009, primarily related to net operating loss carryforwards of approximately
$165 million, available to offset future taxable income through 2028.--------------------------------
On February 15, 2007, the FASB issued ASC topic 820 (formerly SFAS No. 159,159),
entitled ``The Fair Value Option for Financial Assets and Financial Liabilities,'' ("SFAS 159").Liabilities.
The guidance in SFAS 159 ``allows''ASC topic 820 allows reporting entities to ``choose''choose to measure
many financial instruments and certain other items at fair value. The objective
underlying the development of this literature is to improve financial reporting
by providing reporting entities with the opportunity to reduce volatility in
reported earnings that results from measuring related assets and liabilities
differently without having to apply complex hedge accounting provisions, using
the guidance in SFAS No. 133, as amended, entitled ``Accounting for Derivative
Instruments and Hedging Activities.'' The provisions of SFAS No. 159ASC topic 820 are
applicable to all reporting entities and are effective as of the beginning of
the first fiscal year that begins subsequent to November 15, 2007. The Company
adopted SFAS 159ASC topic 820 effective July 1, 2008. Upon adoption, the Company did not
elect the fair value option for any items within the scope of SFAS 159ASC topic 820 and,
therefore, the adoption of SFAS 159ASC topic 820 did not have an impact on the Company'sCompanys
condensed consolidated financial statements.
FONAR CORPORATION AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 2009
(UNAUDITED)
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
Recent Accounting Pronouncements (Continued)
- --------------------------------------------
In March 2007, the FASB ratified ASC topic 715 (formerly the Emerging Issues
Task Force ("EITF")(EITF) consensus on EITF Issue No. 06-10. "Accounting06-10). Accounting for Collateral
Assignment Split Dollar Life Insurance".Insurance. This EITFASC topic 715 indicates that an
employer should recognize a liability for postretirement benefits related to
collateral assignment split-
dollarsplit-dollar life insurance arrangements. In addition, the
EITFASC topic 715 provides guidance for the recognition of an asset related to a
collateral assignment split-dollar life insurance arrangement. The EITFASC topic 715
is effective for fiscal years beginning after December 15, 2007. The Company has
adopted the EITFASC topic 715 as required and it did not have an impact on the
Company'sCompanys results of operations, financial condition and liquidity.
In December 2007, the FASB issued ASC topic 805 (formerly SFAS No. 141R, "Business Combinations" ("SFAS
141R")141R),
Business Combinations, which replaces SFAS No. 141, "Business Combinations". SFAS 141RBusiness Combinations. ASC
topic 805 establishes principles and requirements for determining how an
enterprise recognizes and measures the fair value of certain assets and
liabilities acquired in a business combination, including noncontrolling
interests, contingent consideration, and certain acquired contingencies. SFAS 141RASC
topic 805 also requires acquisition-related transaction expenses and
restructuring costs be expensed as incurred rather than capitalized as a
component of the business combination. SFAS 141RASC topic 805 will be applicable
prospectively to business combinations for which the acquisition date is on or
after the beginning of the first annual reporting period beginning on or after
December 15, 2008. SFAS 141RASC topic 805 would have an impact on accounting for any
businesses acquired after the effective date of this pronouncement. The Company
believes that the adoption of ASC topic 805 could have an impact on the
accounting for any future acquisitions, if one were to occur.
FONAR CORPORATION AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER 30, 2009
(UNAUDITED)
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
Recent Accounting Pronouncements (Continued)
- --------------------------------
In December 2007, the FASB issued ASC topic 810 (formerly SFAS No. 160, "Noncontrolling160),
Noncontrolling Interests in Consolidated Financial Statements - An Amendment of
ARB No. 51" ("SFAS 160").
SFAS 16051. ASC topic 810 establishes accounting and reporting standards for the
noncontrolling interest in a subsidiary (previously referred to as minority
interests). SFAS
160ASC topic 810 also requires that a retained noncontrolling interest
upon the deconsolidation of a subsidiary be initially measured at its fair
value. Upon adoption of SFAS 160,ASC topic 810, the Company will be required to report
its noncontrolling interests as a separate component of stockholders'stockholders equity. The
Company will also be required to present net income allocable to the
noncontrolling interest and net income attributable to the stockholders of the
Company separately in its consolidated statements of income. Currently, minority
interests are reported as a liability in the Company'sCompanys consolidated balance
sheets and the related income attributable to the minority interests is
reflected as an expense in arriving at net loss. SFAS 160ASC topic 810 is effective for
fiscal years, and interim periods within those fiscal years, beginning on or
after December 15, 2008. SFAS 160ASC topic 810 requires retroactive adoption of the
presentation and disclosure requirements for existing minority interests. All
other requirements of SFAS 160ASC topic 810 shall be applied prospectively. The Company
has adopted SFAS No. 160ASC topic 810 for our fiscal year beginning July 1, 2009, and itthe
adoption did not have any impact on the Company's consolidated financial statements
FONAR CORPORATION AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 2009
(UNAUDITED)
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
Recent Accounting Pronouncements (Continued)
- --------------------------------------------
In March 2008, the FASB issued SFAS No. 161, "Disclosures about Derivative
Instruments and Hedging Activities-an amendment of FASB Statement No 133" ("SFAS
No. 161"). SFAS No. 161 changes the disclosure requirements for derivative
instruments and hedging activities. Entities are required to provide enhanced
disclosures about (a) how and why an entity uses derivative instruments, (b) how
derivative instruments and related hedged items are accounted for under SFAS No.
133 and its related interpretations, and (c) how derivative instruments and
related hedged item affect an entity'sCompanys financial position, financial performance
andresults of
operations or cash flows. The guidance in SFAS No. 161 is effective for financial
statements issued for fiscal years and interim periods beginning after November
15, 2008, with early application encouraged. This Statement encourages, but does
not require, comparative disclosures for earlier periods at initial adoption.
The Company has adopted SFAS No. 161 and it did not have any impact on the
Company's consolidated financial statements.
In May 2008, the FASB issued SFAS No. 162, "The Hierarchy of Generally Accepted
Accounting Principles". SFAS No. 162 identifies the sources of accounting
principles and the framework for selecting the principles to be used in the
preparation of financial statements of nongovernmental entities that are
presented in conformity with generally accepted accounting principles in the
United States. It is effective 60 days following the SEC's approval of the
Public Company Accounting Oversight Board amendments to AU Section 411, "The
Meaning of Present Fairly in Conformity With Generally Accepted Accounting
Principles". The adoption of this statement is not expected to have a material
effect on the Company's consolidated financial statements.
In October 2008, the FASB issued ASC topic 820 (formerly FASB Staff Position No.
FAS 157-3, "Determining157-3), Determining the Fair Value of a Financial Asset in a Market That Is
Not Active" ("FSP
157-3"),Active, which clarifies the application of SFAS 157ASC topic 820 when the market for
a financial asset is inactive. Specifically, FSP 157-3ASC topic 820 clarifies how (1)
management'smanagements internal assumptions should be considered in measuring fair value
when observable data are not present, (2) observable market information from an
inactive market should be taken into account, and (3) the use of broker quotes
or pricing services should be considered in assessing the relevance of
observable and unobservable data to measure fair value. The guidance in FSP
157-3ASC
topic 820 is effective immediately and did not have a material impact on the
Company'sCompanys condensed consolidated financial statements.
FONAR CORPORATION AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 2009
(UNAUDITED)
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
Recent Accounting Pronouncements (Continued)
- --------------------------------------------
In June 2008, the FASB ratifiedissued ASC topic 815 (formerly Emerging Issue Task Force
("EIFT) 07-5,
"Determining07-5), Determining Whether an Instrument (or an Embedded Feature) is Indexed to
an Entity'sEntitys Own Stock" ("EIFT 07-5). EITF 07-5Stock. ASC topic 815 provides framework for determining whether
an instrument is indexed to an entity'sentitys own stock. EIFT 07-5ASC topic 815 is effective for
fiscal years beginning after December 15, 2008. The Company is currently
evaluating the impact of the adoption of EIFT 07-5ASC topic 815 on its consolidated
financial position and results of operations.
In December 2007, the FASB issued SFAS No. 160, Noncontrolling Interests in
Consolidated Financial Statements, an amendment of Accounting Research Bulletin
ARB No. 51, Consolidated Financial Statements (SFAS No. 160) . SFAS No. 160
requires (i) that non-controlling (minority) interests be reported as a
component of stockholders' equity, (ii) that net income attributable to the
parent and to the non-controlling interest be separately identified in the
consolidated statement of operations, (iii) that changes in a parent's ownership
interest while the parent retains its controlling interest be accounted for as
equity transactions, (iv) that any retained non-controlling equity investment
upon the deconsolidation of a subsidiary be initially measured at fair value
and, (v) that sufficient disclosures are provided that clearly identify and
distinguish between the interests of the parent and the interests of the
non-controlling owners. SFAS No. 160 is effective for financial statements
issued for fiscal years beginning after December 15, 2008, and interim periods
within those fiscal years. We adopted SFAS No. 160 for our fiscal year beginning
January 1, 2009, and the adoption did not have any impact on our consolidated
financial position, results of operations and cash flows.
In April 2009, the FASB issued Staff Position No.ASC topic 270 (formerly FAS 107-1 and APB 28-1,28-1),
Interim Disclosures about Fair Value of Financial Instruments (FSP FAS 107-1 and
APB 28-1). FSP FAS 107-1 and APB 28-1 extends the disclosure requirements of
SFAS 107 to interim period financial statements, in addition to the existing
requirements for annual periods and reiterates SFAS 107's requirement to
disclose the methods and significant assumptions used to estimate fair value.
FSP FAS 107-1 and APB 28-1 is effective for our interim and annual periods
commencing with our June 30, 2009 consolidated financial statements and will be
applied on a prospective basis. We believe the adoption of FSP FAS 107-1 and APB
28-1 will not have a material impact on consolidated financial position, results
of operations and cash flows.
In April 2009, the FASB issued SFAS 107-1 and APB 28-1, Interim Disclosures
about Fair Value of Financial Instruments (SFAS 107-1).Instruments. SFAS 107-1 amends
FASB No. 107, Disclosures about Fair Value of Financial Instruments, to require
disclosures about fair value of financial instruments for interim reporting
periods of publicly traded companies as well as in annual financial statements.
SFAS also amends APB Opinion No. 28, Interim Financial Reporting, , to require
those disclosures in summarized financial information at interim reporting
periods. SFAS 107-1ASC topic 270 is effective for interim and annual reporting periods ending after
June 15, 2009. We do not believe theThe adoption of this standard willdid not have a material impact on
the Companys consolidated financial position, results of operations and cash
flows. The carrying value of our cash and cash equivalents approximates fair
value because these instruments have original maturities of three months or
less.
FONAR CORPORATION AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER 30, 2009
(UNAUDITED)
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
Recent Accounting Pronouncements (Continued)
- --------------------------------
In May 2009, the FASB issued ASC 855 (formerly SFAS No. 165), Subsequent Events.
This Statement establishes general standards of accounting for and disclosures
of events that occur after the balance sheet date but before financial
statements are issued or are available to be issued. It requires the disclosure
of the date through which an entity has evaluated subsequent events and the
basis for that date and is effective for interim and annual periods ending after
June 15, 2009. The adoption of ASC 855 did not have a material impact on the
Companys condensed consolidated financial statements.
In June 2009, the FASB issued ASC 105 (formerly SFAS No. 168), The FASB
Accounting Standards Codification and the Hierarchy of Generally Accepted
Accounting Principles. ASC 105 will become the single source of authoritative
nongovernmental U.S. generally accepted accounting principles (GAAP),
superseding existing FASB, American Institute of Certified Public Accountants
(AICPA), EITF, and related accounting literature. ASC 105 reorganizes the
thousand of GAAP pronouncements into roughly 90 accounting topics and displays
them using a consistent structure. Also included is relevant Securities and
Exchange Commission guidance organized using the same topical structure in
separate sections. ASC 105 will be effective for financial statements issued for
reporting periods that end after September 15, 2009. As the codification was not
intended to change or alter existing U.S. GAAP, it does not have any impact on
our consolidated financial position, results of operations and cash flows.
In April 2008, the FASB issued ASC topic 350 (formerly FSP FAS 142-3),
Determination of the Useful Life of Intangible Assets. ASC topic 350 amends the
factors that should be considered in developing renewal or extension assumptions
used to determine the useful life of an intangible asset under SFAS No. 142,
Goodwill and Other Intangibles (SFAS 142). ASC topic 350 aims to improve the
consistency between the useful life of an intangible asset as determined under
SFAS 142 and the period of expected cash flows used to measure the fair value of
the asset under SFAS No. 141, Business Combinations, and other applicable
accounting literature. ASC topic 350 will be effective for financial statements
issued for fiscal years beginning after December 15, 2008, and interim periods
within those fiscal years. The adoption of this pronouncement did not have a
material impact on the Companys condensed consolidated financial statements.
In June 2009, the FASB issued ASC 860 (formerly SFAS No. 166), Accounting for
Transfers of Financial Assets an amendment of FASB Statement No. 140, ASC 860
requires additional disclosures concerning a transferors continuing involvement
with transferred financial assets. ASC 860 eliminates the concept of a
qualifying special-purpose entity and changes the requirements for derecognizing
financial assets. ASC 860 is effective for fiscal years beginning after November
15, 2009. The Company is currently evaluating the impact that the adoption of
ASC 860 will have on its condensed consolidated financial statements.
FONAR CORPORATION AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31,SEPTEMBER 30, 2009
(UNAUDITED)
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)(Continued)
Recent Accounting Pronouncements (Continued)
- --------------------------------
In June 2009, the FASB issued ASC 810 (formerly SFAS No. 167), Amendments to
FASB Interpretation (FIN) No. 46(R), which changes how a reporting entity
determines when an entity that is insufficiently capitalized or is not
controlled through voting (or similar rights) should be consolidated. The
determination of whether a reporting entity is required to consolidate another
entity is based on, among other things, the other entitys purpose and design and
the reporting entitys ability to direct the activities of the other entity that
most significantly impact the other entitys economic performance. ASC 810 will
require a reporting entity to provide additional disclosures about its
involvement with variable interest entities and any significant changes in risk
exposure due to that involvement. A reporting entity will be required to
disclose how its involvement with a variable interest entity affects the
reporting entitys financial statements. ASC 810 is effective for fiscal years
beginning after November 15, 2009, and interim periods within those fiscal
years. Management is currently evaluating the requirements of ASC 810 and has
not yet determined the impact on the Companys condensed consolidated financial
statements.
In September 2009, the FASB reached final consensus on a new revenue recognition
standard, ASC topic 815(formerly EITF Issue No. 08-1), Revenue Arrangements with
Multiple Deliverables. ASC topic 815 addresses how to determine whether an
arrangement involving multiple deliverables contains more than one unit of
accounting, and how the arrangement consideration should be allocated among the
separate units of accounting. This Issue is effective for fiscal years beginning
after June 15, 2010 and may be applied retrospectively or prospectively for new
or materially modified arrangements. In addition, early adoption is permitted.
The Company is currently evaluating the potential impact of ASC topic 815 on its
condensed consolidated financial statements.
In September 2009, the EITF reached final consensus on a new revenue recognition
standard, ASC topic 350 (formerly EITF 09-3), Applicability of AICPA Statement
of Position 97-2 to Certain Arrangements That Contain Software Elements. ASC
topic 350 amends the scope of AICPA Statement of Position 97-2, Software Revenue
Recognition to exclude tangible products that include software and non-software
components that function together to deliver the products essential
functionality. This Issue shall be applied on a prospective basis for revenue
arrangements entered into or materially modified in fiscal years beginning on or
after June 15, 2010. Earlier application is permitted as of the beginning of a
companys fiscal year provided the company has not previously issued financial
statements for any period within that year. An entity shall not elect early
application of this Issue unless it also elects early application of Issue 08-1.
The Company is currently evaluating the potential impact of ASC topic 350 on its
condensed consolidated financial statements.
Reclassifications
- -----------------
Certain prior year amounts have been reclassified to conform to the current year
presentation. The reclassifcationsreclassifications did not have any effect on reported
consolidated net losses for any periods presented.
FONAR CORPORATION AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER 30, 2009
(UNAUDITED)
NOTE 3 - MEDICAL RECEIVABLES, ACCOUNTS RECEIVABLE AND MANAGEMENT FEE RECEIVABLE
Medical Receivables
- -------------------
The Company was assigned medical receivables valued at $11,775,000, in
connection with the satisfaction of the management fees and termination fees
related to a Termination and Replacement Agreement dated May 23, 2005. The
balance of the net medical receivables as of March 31, 2009 was $555,000. As of
March 31,September 30, 2009 and June 30,
2008,2009 was $316,000 and $374,000, respectively. As of September 30, 2009 and June
30, 2009, the Company recorded anCompanys allowance for doubtful accounts of $1,221,500totaled $1,383,500 and
$769,000,$1,343,500, respectively, on these receivables.
Accounts Receivable and Management Fee Receivable
- -------------------------------------------------
Receivables, net is comprised of the following at March 31,September 30, 2009:
(000's(000s Omitted)
Gross Allowance Gross for
Receivable doubtful
Receivable accounts Net
----------- ------------ --------------------- ----------------- -------
Receivables from
equipmentEquipment sales and
service contracts $ 6,7737,564 $ 1,5672,408 $ 5,206
=========== ============ ===========5,156
========== ================= =======
Receivables from
equipment sales and
service contracts-
related parties $ 1,238179 $ 619- $ 619
========= ============ ============179
========== ================= =======
Management fee
receivables $ 8,3698,522 $ 4,3185,218 $ 4,051
========= ============ ============3,304
========== ================= =======
Management fee
receivables from
related medical
practices ("PC's"PCs") $ 3,8583,115 $ 2,3781,095 $ 1,480
========= ============ ============2,020
================ ========== ================= =======
The Company's customers are concentrated in the healthcare industry.
The Company's receivables from the related and non-related professional
corporations (PC's) substantially consists of fees outstanding under management
agreements. Payment of the outstanding fees is dependent on collection by the
PC's of fees from third party medical reimbursement organizations, principally
insurance companies and health management organizations.
As of June 22, 2007, an unrelated third party purchased the stock of the
professional corporations owning the eight New York sites managed by the
Company, previously owned by Dr. Raymond V. Damadian, the President, Chairman of
the Board and principal stockholder of Fonar. In connection with the sale, new
management agreements were substituted for the existing management agreements,
providing, however, for the same management services. The fees starting in
fiscal 2008, however, are currently fixed monthly fees in amounts ranging from
$45,000 to $125,000 per month. Dr. Damadian still owns the four MRI facilities
in Georgia and Florida managed by the Company. No MRI facilities or other
medical facilities are owned by the Company.
FONAR CORPORATION AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 2009
(UNAUDITED)
NOTE 3 - MEDICAL RECEIVABLES, ACCOUNTS RECEIVABLE AND MANAGEMENT FEE RECEIVABLE
(CONTINUED)
Collection by the Company of its management fee receivables may be impaired by
the uncollectibility of the PC'sPCs medical fees from third party payors,
particularly insurance carriers covering automobile no-fault and workers
compensation claims due to longer payment cycles and rigorous informational
requirements and certain other disallowed claims. Approximately 48% and 44%49% of the PC's
net revenues for both the ninethree months ended March 31,September 30, 2009 and 2008,
respectively, were
derived from no-fault and personal injury protection claims. The Company
considers the aging of its accounts receivable in determining the amount of
allowance for doubtful accounts and contractual allowances. The Company
generally takes all legally available steps to collect its receivables. Credit
losses associated with the receivables are provided for in the unaudited
condensed consolidated financial statements and have historically been within
management's expectations.
Net revenues from management and other fees charged to the related P.C.'s
accounted for approximately 7.4% and 10.0% of the consolidated net revenues for
the nine months ended March 31, 2009 and 2008, respectively. Product sales and
service repair fees from related parties amounted to approximately 3.3% and 2.9%
of consolidated net revenues for the nine months ended March 31, 2009 and 2008
respectively.
HMCA entered into a management agreement in September 2007 with Integrity
Healthcare Management Inc ("Integrity"). Under the terms of the agreement,
Integrity provided the billings and collections for HMCA's facilities as well as
assist in the management of the facilities. Integrity was to receive as
compensation an annual fee equal to one-half of the increase in the consolidated
cash flow of HMCA and the facilities over the period from July 1, 2006 through
June 30, 2007. The original term of the agreement was one year with an automatic
year to year renewal, but may be terminated by either party without cause at the
end of any year. During June 2008, HMCA terminated the agreement and no
management fees were earned by Integrity. Integrity is a subsidiary of Health
Diagnostics, LLC. The director of Health Diagnostics, LLC, Timothy Damadian, is
a son of the President and Chief Executive Officer of Fonar, Dr. Raymond
Damadian. Commencing with June 2008, however, the Company hired Health
Diagnostics, LLC, the parent company of Integrity, to perform all billing and
collection procedures on its behalf. The Company has agreed to pay 6% of all
adjusted deposits for these services. Amounts charged to HMCA during the nine
months ended March 31, 2009 under this agreement totaled $794,006. HMCA
terminated the billing and collection agreement as of April 30, 2009.
FONAR CORPORATION AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31,SEPTEMBER 30, 2009
(UNAUDITED)
NOTE 3 - MEDICAL RECEIVABLES, ACCOUNTS RECEIVABLE AND MANAGEMENT FEE RECEIVABLE
(CONTINUED)
Unaudited Financial Information of Unconsolidated Managed Medical Practices
- ---------------------------------------------------------------------------
Audited financial information related(Continued)
Net revenues from management and other fees charged to the unconsolidated related PCs accounted
for approximately 10.6% and unrelated P.C.'s managed by10.7% of the Company is not available. Substantially all of
these medical practices' books and records are maintained on a cash basis, they
depreciate their equipment on an accelerated tax basis and have a December 31
year end.
Summarized statement of operations dataconsolidated net revenues for the three
months ended March 31,September 30, 2009 and 2008, respectively.
Effective June 30, 2009, Tallahassee Magnetic Resonance Imaging, PA, Stand Up
MRI of Boca Raton, PA and Stand Up MRI & Diagnostic Center, PA (all related
medical practices) entered in a guaranty for all management fees which were
indebted to the unconsolidated medical practices managed byCompany. Each entity will jointly and severally guarantee to the
Company is as follows:
(000's omitted) (Income Tax-Cash Basis)
For the three months ended March 31,
2009 2008
-------- --------
Patient Revenue - Net $ 3,936 $ 4,603
======== ========
Income from Operations $ 104 $ 172
======== ========
Net Income $ 87 $ 55
======== ========
Summarized statement of operations data for the nine months ended March 31,
2009 and 2008 relatedall payments due to the unconsolidated medical practices managed by the
Company is as follows:
(000's omitted) (Income Tax-Cash Basis)
For the nine months ended March 31,
2009 2008
-------- --------
Patient Revenue - Net $11,874 $12,955
======== ========
Loss from Operations $( 31) $( 306)
======== ========
Net Loss $( 83) $( 698)
======== ========
FONAR CORPORATION AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 2009
(UNAUDITED)which have arisen under each individual
management agreement.
NOTE 4 - INVENTORIES
Inventories included in the accompanying condensed consolidated balance sheet
consist of the following: (000's omitted)
March 31,September 30, June 30,
2009 20082009
------------- --------- ----------
Purchased parts, components
and supplies $ 2,5872,105 $ 1,8472,065
Work-in-process 1,206 1,409
------- -------1,347 1,107
------------- ---------
$ 3,7933,452 $ 3,2563,172
============= ========= ==========
NOTE 5 - COSTS AND ESTIMATED EARNINGS ON UNCOMPLETED CONTRACTS AND CUSTOMER
ADVANCES
1) Information relating to uncompleted contracts as of March 31,September 30, 2009 is
as follows:
(000's omitted)
Costs incurred on uncompleted contracts $ 8,44410,329
Estimated earnings 5,3435,561
---------
13,78715,890
Less: Billings to date 18,39217,214
---------
$(4,605)$ (1,324)
=========
Included in the accompanying unaudited condensed consolidated balance sheet at
March 31,September 30, 2009 under the following captions:
Costs and estimated earnings in excess of
billings on uncompleted contracts 528$ 1,212
Less: Billings in excess of costs and estimated
earnings on uncompleted contracts 5,133
--------
$(4,605)
========2,536
---------
$ (1,324)
=========
2) Customer advances consist of the following as of March 31,September 30, 2009:
Related
Total Party Other
-------- -------- --------
Total Advances $ 27,11726,478 $ 854- $ 26,26326,478
Less: Advances on contracts
under construction 18,39217,214 - 18,39217,214
-------- -------- --------
$ 8,7259,264 $ 854- $ 7,8719,264
======== ======== ========
FONAR CORPORATION AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31,SEPTEMBER 30, 2009
(UNAUDITED)
NOTE 6 -STOCKHOLDERS DEFICIENCY
Common Stock
During the three months ended September 30, 2009:
a) The Company issued 10,000 shares of common stock to employees as
compensation valued at $18,200 under a stock bonus plan.
NOTE 7 OTHER CURRENT LIABILITIES
Other current liabilities in the accompanying condensed consolidated balance
sheet consist of the following:
(000's(000s omitted)
March 31,September 30, June 30,
2009 2008
--------- ---------2009
------------- -------------
Royalties $ 623 $ 623
Accrued salaries, commissions
and payroll taxes 1,073 9011,109 882
Accrued interest 793 876947 901
Litigation accruals 193 193
Sales tax payable 2,687 2,5442,459 2,434
Legal and other professional fees 596 634784 675
Accounting fees 360 503331 480
Insurance premiums 177 41072 30
Penalty - Sales tax 657 632682 682
Penalty - 401k plan (see Note 11) 250 250
Purchase scanner 165 440
Other 636 750
--------- ---------814 870
------------- -------------
$ 8,0458,429 $ 8,316
========= =========8,460
============= =============
FONAR CORPORATION AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31,SEPTEMBER 30, 2009
(UNAUDITED)
NOTE 7 -8 SALE OF CONSOLIDATED SUBSIDIARY AND INVESTMENT
Sale of Consolidated Subsidiary
- -------------------------------
On September 30, 2008, the Company sold its 92.3% interest (to a related party)
in an entity that provided management services to a diagnostic center in
Bensonhurst, NY. The Company continues to manage other diagnostic centers in the
New York region.
The related third party purchased all assets and assumed all liabilities of the
diagnostic center which included cash, the management fee receivable, furniture
and fixtures and other miscellaneous assets. The purchase price for the 92.3%
interest was $2,307,500 all of which was paid in cash at the time of closing.
The following is the calculation of the gain on sale of the 92.3% interest in a
consolidated subsidiary:
(000's(000s omitted)
Selling Price - Net cash paid: $ 2,307
Assets and liabilities sold:
Cash $ 14
Management fee receivable -net 917
Property and equipment - net 1
Other assets 34
Accounts payable ( 16)(16)
Minority interest ( 91)(91)
---------
Subtotal 859
-----------------
Gain on sale of consolidated subsidiary $ 1,448
==================
FONAR CORPORATION AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31,SEPTEMBER 30, 2009
(UNAUDITED)
NOTE 7 - SALE OF CONSOLIDATED SUBSIDIARY AND SALE OF INVESTMENT (CONTINUED)
Sale of Consolidated Subsidiary (Continued)
- -------------------------------------------
On July 31, 2007, the Company sold its 50% interest (to an unrelated third
party) in an entity that provided management services to a diagnostic center in
Orlando, FL. The Company continues to manage other diagnostic centers in the
Florida region.
The unrelated third party purchased all assets and assumed all liabilities of
the diagnostic center which included cash, the management fee receivable,
furniture and fixtures and other miscellaneous assets. The purchase price for
the 50% interest was $4,500,000 and after closing costs the amount received was
$4,257,000.
The following is the calculation of the gain on sale of the 50% interest in a
consolidated subsidiary:
(000's omitted)
Selling Price: $ 4,500
Less: Closing costs ( 243)
Selling Price - Net cash paid : 4,257
Assets sold:
Cash $ 114
Management fee
receivable 1,166
Property and
equipment - net 23
Other assets 15
Minority interest (456)
Subtotal 862
-------
Gain on sale of consolidated subsidiary $ 3,395
=======
Sale of Investment
- ------------------
On July 31, 2007, the Company sold its 20% equity interest in an unconsolidated
entity (management company for a diagnostic center) to an unrelated third party.
The selling price was $629,195. The Company realized a gain on the sale of the
equity interest of $571,161.
The gain was calculated as follows:
(000's omitted)
Selling Price: $ 629
Less: Closing costs ( 58)
Selling Price - Net cash paid 571
Cost Basis -
Gain on sale of investment $ 571
=====
FONAR CORPORATION AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 2009
(UNAUDITED)
NOTE 89 - SEGMENT AND RELATED INFORMATION
The Company operates in two industry segments - manufacturing and the servicing
of medical equipment and management of diagnostic imaging centers.
The accounting policies of the segments are the same as those described in the
summary of significant accounting policies as disclosed in the Company'sCompanys 10-K as
of June 30, 2008.2009. All inter-segment sales are market-based. The Company
evaluates performance based on income or loss from operations.
Summarized financial information concerning the Company's reportable segments is
shown in the following table:
(000's omitted)
Management
of Diagnostic
Medical Imaging
Equipment Centers Totals
--------- ------------- -------------------
For the three months ended March 31,Sept. 30, 2009:
Net revenues from external customers $ 8,7784,961 $ 2,4782,530 $ 11,2567,491
Inter-segment net revenues $ 245232 $ - $ 245
Income232
(Loss) from operations $ 816(903) $ (54)(519) $ 762(1,422)
Depreciation and amortization $ 262229 $ 168137 $ 430366
Capital expenditures $ 190195 $ 125 $ 202200
Identifiable assets $ 17,298 $ 10,154 $ 27,452
For the three months ended March 31,Sept. 30, 2008:
Net revenues from external customers $ 5,1334,013 $ 2,9382,771 $ 8,0716,784
Inter-segment net revenues $ 208272 $ - $ 208
Loss272
(Loss) Income from operations $ (2,510)(1,860) $ (211)12 $ (2,721)(1,848)
Depreciation and amortization $ 353267 $ 230168 $ 583435
Capital expenditures $ 353 $ 28 $ 381
For the nine months ended March 31, 2009:
Net revenues from external customers $ 21,632 $ 7,699 $ 29,331
Inter-segment net revenues $ 762210 $ - $ 762
Income (Loss) from operations $ 207 $ ( 593) $ (386)
Depreciation and amortization $ 793 $ 504 $ 1,297
Capital expenditures $ 588 $ 16 $ 604210
Identifiable assets June 30, 2009 $ 17,63017,302 $ 12,00311,057 $ 29,633
For28,359
NOTE 10 SUPPLEMENTAL CASH FLOW INFORMATION
During the ninethree months ended March 31, 2008:
Net revenues from external customers $18,328 $ 9,093 $ 27,421
Inter-segment net revenues $ 662 $ - $ 662
Loss from operations $ (9,944) $ (759) $(10,703)
DepreciationSeptember 30, 2009 and amortization $ 1,032 $ 695 $ 1,727
Capital expenditures $ 793 $ 102 $ 895
Identifiable assets - JuneSeptember 30, 2008, $ 19,203 $ 16,022 $ 35,225the
Company paid $34,000 and $127,000 for interest, respectively.
FONAR CORPORATION AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31,SEPTEMBER 30, 2009
(UNAUDITED)
NOTE 9 - SUPPLEMENTAL CASH FLOW INFORMATION
During the nine months ended March 31, 2009 and March 31, 2008, the Company paid
$278,000 and $178,000 for interest, respectively.
The Company paid $36,000 and $0 for income taxes during the nine months ended
March 31, 2009 and 2008, respectively.
NOTE 10 -11 COMMITMENTS AND CONTINGENCIES
Litigation
- ----------
The Company is subject to legal proceedings and claims arising from the ordinary
course of its business, including personal injury, customer contract and
employment claims. In the opinion of management, the aggregate liability, if
any, with respect to such actions, will not have a material adverse effect on
the consolidated financial position or results of operations of the Company.
Other Matters
- -------------
In March 2007, the Company and New York State taxing authorities conducted a
conference to discuss a sales tax matter to determine if certain sales
transactions are subject to sales tax withholdings. In fiscal 2007, the Company
recorded a provision of $250,000 to cover any potential tax liability including
interest. This matter was settled in May of 2009 with no payment required by the
Company. The Company will reversereversed the accrual for this matter in the quarter ended
June 30, 2009.
The Company is also delinquent in filing sales tax returns for certain states,
for which the Company has transacted business. As of March 31,September 30, 2009, the
Company has recorded tax obligations of approximately $2,025,000$2,066,000 plus interest
and penalties of approximately $1,310,000.$1,420,000. The Company is in the process of
determining the regulatory requirements in order to become compliant.
The Company has determined they may not be in compliance with the Department of
Labor and Internal Revenue Service regulations concerning the requirements to
file Form 5500 to report activity of its 401(k) Employee Benefit Plan. The
filings do not require the Company to pay tax, however they may be subject to
penalty for non-compliance. The Company has recorded provisions for any
potential penalties totaling $250,000. Such amount is the Company'sCompanys best estimate
of potential penalties. Management is unable to determine the outcome of this
uncertainty. The Company has engaged outside counsel to handle such matters to
determine the necessary requirements to ensure compliance. Such non-compliance
could impact the eligibility of the plan. At this time the outcome cannot be
determined.
The Companys management fees are dependent on collection by the PCs of fees from
reimbursements from Medicare, Medicaid, private insurance, no fault and workers
compensation carriers, self-pay and other third-party payors. The health care
industry is experiencing the effects of the federal and state governments trend
toward cost containment, as government and other third-party payors seek to
impose lower reimbursement and utilization rates and negotiate reduced payment
schedules with providers. The cost containment measures, consolidated with the
increasing influence of managed-care payors and competition for patients, have
resulted in reduced rates of reimbursement for services provided by the Company
from time to time. The Companys future revenues and results of operations may be
adversely impacted by future reductions in reimbursement rates.
FONAR CORPORATION AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31,SEPTEMBER 30, 2009
(UNAUDITED)
NOTE 10 -11 COMMITMENTS AND CONTINGENCIES Continued(Continued)
Other Matters (Continued)
- -------------
In 2009, the Obama administration announced its intentions for healthcare reform
in the United States. The plan includes providing healthcare coverage for some
40 million uninsured Americans. The plan calls for, among other things. More
vigilant control of healthcare utilization, including diagnostic imaging
services. The use of radiology benefit managers, or RBMs, has increased in
recent years. It is common practice for health insurance carriers to contract
with RMBs to manage utilization of diagnostic imaging procedures for their
insureds. In many cases, this leads to lower utilization of imaging procedures
based on a determination of medical necessity. The efficacy of RBMs is still a
highly controversial topic. The Company cannot predict whether the current
administrations healthcare plan and the use of RBMs will negatively impact its
business, but it is possible that the Companys financial position and results of
operations could be negatively affected by increased utilization of RBMs.
While the Company has prepared certain estimates of the impact of the above
discussed changes and proposed 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 Companys
business.
NASDAQ Notice of Non-compliance
- -------------------------------
The Company's stockholder'sCompanys stockholders deficiency was $4.2$4.7 million as of September 30, 2009
and $2.9 million as of June 30, 2008 and
$3.0 million as of March 31, 2009. NASDAQ had granted the Company an
extension to April 9,October 5, 2009 to evidence compliance with the minimum
stockholders'stockholders equity requirement or minimum net income requirement for continued
listing on the NASDAQ Capital Market. Although the Company was unable to raise the equity
financing necessary to do so, the Company'sThe Companys common stock continues to be
listed pendingdue to its appeal to the NASDAQ Listing and Hearing Review Council requesting
an extension until after the filing of ourits Form 10-K for fiscal 2009, to
demonstratewhich demonstrated
compliance with one or morethe minimum net income requirements of the continued listing requirements.NASDAQ Capital Market.
NOTE 11 - NOTES RECEIVABLE
On August 8, 2008, the Company signed a modification agreement with regards to
the Asset Purchase Agreement with Health Plus. Under the modification agreement
Health Plus made a $2,000,000 principal payment on the promissory note in
exchange for a discount on the original note of $1,000,000.
The original promissory note ("Note") was modified to $2,378,130 payable in 60
consecutive months in equal installments of principal and interest of $47,090.
The Note is secured by a first lien on all of the assets of Health Plus,
including its accounts receivable and is subject to prepayment provisions to the
extent Health Plus resells all or part of the assets and business or utilizes
the assets sold as collateral in any debt financing. The note provides for
interest at 7% per annum. The Company recorded a change to earnings representing
the net discount on this note of $658,351 on this transaction during the quarter
ended June 30, 2008.
NOTE 12 - LIFE INSURANCE
During the three months ended March 31, 2009, the Company borrowed $1.3 million
against the cash surrender value of a whole life insurance policy on the life of
the Company's Chief Executive Officer.
NOTE 13 - LICENSE FEES AND ROYALTIES
In July 2000, the Company entered into a non-exclusive sales representative
agreement with an unrelated third party. The agreement requires the third party
to sell at least two Fonar MRI scanners or if it does not, pay an amount equal
to the Company'sCompanys gross margin on the unsold MRI scanner(s). The third party has
not sold any scanners in the past two contract years. The Company received the
gross margin payment on two scanners of approximately $1.2 million in November
2007 and is shown in the Company's condensed consolidated statements of
operations as revenue, license fees and royalties for the nine months ended
March 31, 2008.scanners. The Company received
the gross margin payment on one scanner of approximately $585,000$585,493 in November 2008 and applied
a previously received deposit for two other scannersgross margin payments for a total of
$1.8 million shown as license fees
and royalties$1,755,493 which was included in revenue for the nineyear ended June 30, 2009. The
Company received the last gross margin payment of $585,493 in July 2009, which
has been included in revenue for the three months ended March 31,September 30, 2009. As
of April 2009, this agreement has expired.
FONAR CORPORATION AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER 30, 2009
(UNAUDITED)
NOTE 13 - INCOME TAXES
Effective January 1, 2007, the Company adopted the provisions of ASC topic 740
(formerly FASB Interpretation No. 48/FASB Statement No. 109, Accounting for
Uncertainty in Income Taxes). ASC topic 740 prescribes a recognition threshold
and a measurement attribute for the financial statement recognition and
measurement of tax positions taken or expected to be taken in a corporate tax
return. For those benefits to be recognized, a tax position must be
more-likely-than-not to be sustained upon examination by taxing authorities.
Differences between tax positions taken or expected to be taken in a tax return
and the benefit recognized and measured pursuant to the interpretation are
referred to as unrecognized benefits. A liability is recognized (or amount of
net operating loss carryforward or amount of tax refundable is reduced) for an
unrecognized tax benefit because it represents an enterprises potential future
obligation to the taxing authority for a tax position that was not recognized as
a result of applying the provisions of ASC topic 740.
In accordance with ASC topic 740, interest costs related to unrecognized tax
benefits are required to be calculated (if applicable) and would be classified
as Interest expense, net. Penalties if incurred would be recognized as a
component of Selling, general and administrative expenses.
The Company files corporate income tax returns in the United States (federal)
and in various state and local jurisdictions. In most instances, the Company is
no longer subject to federal, state and local income tax examinations by tax
authorities for years prior to 2004.
The adoption of the provisions of ASC topic 740 did not have a material impact
on the Companys consolidated financial position and results of operations. Upon
the adoption and as of September 30, 2009, no liability for unrecognized tax
benefits was required to be recorded. The Company does not expect its
unrecognized tax benefit position to change during the next 12 months.
The Company recognized a deferred tax asset of $867,120 and a deferred tax
liability of $867,120 as of September 30, 2009, primarily relating to net
operating loss carryforwards of approximately $167,612,000 available to offset
future taxable income through 2029. The net operating losses begin to expire in
2012 for federal tax purposes and in 2012 for state income tax purposes.
The ultimate realization of deferred tax assets is dependent on the generation
of future taxable income during the periods in which those temporary differences
become deductible. The Company considers projected future taxable income and tax
planning strategies in making this assessment. At present, the Company does not
have a sufficient history of income to conclude that it is more-likely-than-not
that the Company will be able to realize all of its tax benefits in the near
future and therefore a valuation allowance was established for the full value of
the deferred tax asset.
A valuation allowance will be maintained until sufficient positive evidence
exists to support the reversal of any portion or all of the valuation. Should
the Company become profitable in future periods with supportable trends, the
valuation allowance will be reversed accordingly.
FONAR CORPORATION AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER 30, 2009
(UNAUDITED)
NOTE 14 SUBSEQUENT EVENTS
On October 27, 2009, the Company entered into an agreement with Mountain Crest
Ventures LLC to assign the promissory note from Health Plus for the Asset
Purchase Agreement. The Company received $1,580,862, which represented the
remaining principal balance less a discount of $350,000. Mountain Crest Ventures
LLC retains all rights under the original promissory note to collect all
remaining payments due. The Company recorded the $350,000 discount in the
financial statements for the three months ended September 30, 2009. As of
September 30, 2009, the remaining balance due under the note receivable of
$1,580,862 was reclassified all to current assets.
The Company has evaluated subsequent events through November 23, 2009, which is
the date the Company filed its quarterly report on Form 10Q for the period ended
September 30, 2009 with the Securities and Exchange Commission. There are no
further subsequent events for disclosure.
Item 2. MANAGEMENT'S2.MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS.
For the ninethree month period ended March 31,September 30, 2009, we reported a net incomeloss of
$1.1$1.7 million on revenues of $29.3$7.5 million as compared to net loss of $6.7
million$450,000 on
revenues of $27.4 million for the nine month period ended March 31,
2008.
For the three month period ended March 31, 2009, we reported net income of
$730,000 on revenues of $11.3 million as compared to net loss of $2.7 million on
revenues of $8.1$6.8 million for the three month period ended March 31,September 30, 2008.
Notwithstanding the increased net loss for the first quarter of fiscal 2010 as
compared to the first quarter of fiscal 2009 our operating results improved. We
recognized an operating loss of $1.4 million for the three month period ended
September 30, 2009 compared to an operating loss of $1.8 million for the three
month period ended September 30, 2008. The principal reason for the smaller net
loss in the first quarter of fiscal 2009 as compared to the first quarter of
fiscal 2010 was that during the first quarter of fiscal 2009, we recognized a
gain of $1.4 million on the sale of a consolidated entity managing an MRI
scanning facility.
Overall, our revenues increased 7.0%10.4% from $27.4$6.8 million for the first ninethree
months of fiscal 20082009 to $29.3$7.5 million for the first ninethree months of fiscal 2009.2010.
Most significantly, revenues from product salesservice and repair fees increased 33.9%8.2%, from
$8.9$2.6 million for the first ninethree months of fiscal 20082009 to $12.0$2.8 million for the
first ninethree months of fiscal 2009. This sharp increase resulted from the Company's
increased production activity in the filling of orders for our MRI scanners.2010.
Due to the increase in our revenues and a reduction of cost and expenses,
our operating loss for the ninethree months
ended March 31,September 30, 2009 was reduced as compared to the ninethree months ended
March 31,September 30, 2008 (a $386,000 operating loss for
the first nine months of fiscal 2009 as compared to a $10.7$1.4 million operating loss for the first ninethree months of
fiscal 2008)2010 as compared to a $1.8 million operating loss for the first three
months of fiscal 2009). The decrease in the operating loss was principally due
to a decreasean increase in revenues of 22.1% in our total costs and expenses,10.4%, from $38.1$6.8 million for the first ninethree
months of fiscal 20082009 to $29.7$7.5 million for the first ninethree months of fiscal 2009. In order to reduce our net losses and
demands on our cash and other liquid reserves, we instituted an aggressive
program of cost cutting at the end of fiscal 2008 and the beginning of fiscal
2009. Costs and expenses were reduced in most categories but most significantly
in our selling general and administrative expenses. Overall, there was a
reduction of our selling, general and administrative expenses of 36%, from $15.5
million in the first nine months of fiscal 2008 to $10.0 million in the first
nine months of fiscal 2009, resulting directly from our cost cutting program.
In addition to the success of our cost cutting program in improving our
operating performance, we also realized a gain on the sale in September 2008 of
our 92.3% interest in a consolidated entity. We received proceeds of
approximately $2.3 million and recognized a gain of approximately $1.4 million,
which also improved our liquidity. The entity was engaged in the business of
managing a MRI facility. The principal reason, however, for our net income for
the first nine months of fiscal 2009 of $1.1 million as compared to our net loss
for the first nine months of fiscal 2008 of $6.7 million, was due to the
improvement in our operations.
We also are monitoring the performance of our existing users in order to
establish teams to assist underperforming customers improve their scan volume.
In addition, we have held seminars to assist customers and the MRI Facilities
managed by HMCA in their marketing efforts and are in the process of developing
a web site to assist our customers in their marketing efforts.
We implemented an aggressive program of cost cutting measures at the end of
fiscal 2008 and the beginning of fiscal 2009. These measures include
consolidating HMCA's office space with Fonar's office space, reductions in the
size of our workforce, compensation and benefits, as well as across the board
reduction of expenses.2010.
Forward Looking Statements
Certain statements made in this Quarterly Report on Form 10-Q are
"forward-looking statements" (within the meaning of the Private Securities
Litigation Reform Act of 1995) regarding the plans and objectives of Management
for future operations. Such statements involve known and unknown risks,
uncertainties and other factors that may cause our actual results, performance
or achievements to be materially different from any future results, performance
or achievements expressed or implied by such forward-looking statements. The
forward-looking statements included herein are based on current expectations
that involve numerous risks and uncertainties. Our plans and objectives are
based, in part, on assumptions involving the expansion of business. Assumptions
relating to the foregoing involve judgments with respect to, among other things,
future economic, competitive and market conditions and future business
decisions, all of which are difficult or impossible to predict accurately and
many of which are beyond our control. Although we believe that our assumptions
underlying the forward-looking statements are reasonable, any of the assumptions
could prove inaccurate and, therefore, there can be no assurance that the
forward-looking statements included in this Report will prove to be accurate. In
light of the significant uncertainties inherent in the forward-looking statement
included herein, the inclusion of such information should not be regarded as a
representation by us or any other person that our objectives and plans will be
achieved.
Results of Operations
We operate in two industry segments: the manufacture and servicing of medical
(MRI) equipment, our traditional business which is conducted directly by Fonar,
and diagnostic facilities management services, which is conducted through Fonar'sFonars
wholly-owned subsidiary, Health Management Corporation of America, which we also
refer to as HMCA.
Trends in the thirdfirst quarter of fiscal 20092010 include an increase in product sales
revenues a decrease inand service and repair fees, anda decrease in management fees, as well as a decreasean
increase in our total costs and expenses, in particular in our selling, general and administrative expenses.cost related to
product sales. We will continue to focus on our marketing efforts to improve
sales performance in fiscal 2009.2010. In addition, we will monitor our cost cutting
program and will continue to reduce costs as necessary.
For the three month period ended March 31,September 30, 2009, as compared to the three
month period ended March 31,September 30, 2008, overall revenues from MRI product sales
increased 162%10.6% ($6.21.6 million compared to $2.3 million).
For the nine month period ended March 31, 2009, as compared to the nine
month period ended March 31, 2008, overall revenues from MRI product sales
increased 33.9% ($12.0 million compared to $8.9$1.4 million).
Service revenues for the three month period ended March 31,September 30, 2009, as
compared to the three month period ended March 31,September 30, 2008 decreasedincreased by 5.9%8.2%
($2.62.8 million compared to $2.8$2.6 million). Unrelated party service and repair fees
decreasedincreased by 8.9%8.3% ($2.32.8 million compared to $2.5 million) and related party
service and repair fees increased by 22.6% ($331,000 compared to $270,000). The
reason for the decrease in unrelated party service and repair fees was
attributable to several customers discontinuing operations because of economic
conditions.remained constant at $55,000. We anticipate that there
will be increases in service revenues as warranties on installed scanners expire
over time.
Service revenues for the nine month period ended March 31, 2009, as
compared to the nine month period ended March 31, 2008 decreased by 4.0% ($7.9
million compared to $8.2 million). Unrelated party service and repair fees
decreased by 6.8% ($6.9 million compared to $7.4 million) and related party
service and repair fees increased by 22.9% ($966,000 compared to $786,000).
There were approximately $3.4$1.4 million in foreign revenues for the first ninethree
months of fiscal 20092010 as compared to approximately $628,000$189,000 in foreign revenues
for the first ninethree months of fiscal 2008,2009, representing an increase in foreign
revenues of 434%644%. The Company is making a concerted effort to increase foreign
sales, most recently through its foreign distributors.
Overall, for the first ninethree months of fiscal 2009,2010, revenues for the medical
equipment segment increased by 18.0%23.6% to $21.6$5.0 million from $18.3$4.0 million for the
first ninethree months of fiscal 2008.2009. The revenues generated by HMCA decreased, by
15.3%8.7%, to $7.7$2.5 million for the first ninethree months of fiscal 20092010 as compared to
$9.1$2.8 million for the first ninethree months of fiscal 2008.2009.
We recognize MRI scanner sales revenues on the "percentage of completion" basis,
which means the revenues are recognized as the scanner is manufactured. Revenues
recognized in a particular quarter do not necessarily reflect new orders or
progress payments made by customers in that quarter. We build the scanner as the
customer meets certain benchmarks in its site preparation in order to minimize
the time lag between incurring costs of manufacturing and our receipt of the
cash progress payments from the customer which are due upon delivery.
Consequently, there can be a disparity between the revenues recognized in a
fiscal period and the number of product sales. Generally, the recognized revenue
results from revenues from a scanner sale are recognized in a fiscal quarter or
quarters following the quarter in which the sale was made.
Costs related to product sales increased by 48.6%14.9% from $2.2$1.4 million in the thirdfirst
quarter of fiscal 20082009 to $3.3$1.7 million in the thirdfirst quarter of 2009,2010, reflecting
an increase in product sales revenues. The increase in costs by 48.6%
was substantially less than the corresponding increase in MRI product sales
revenues of 162%, however, primarily because we were able to both procure parts
and components at lower costs and use parts and components in inventory having a
lower cost basis. Costs related to providing service decreased by 22.1% from
$1.3 million in the third quarter of fiscal 2008 to $1.0 million in fiscal 2009.
The increase in product sales revenues
resulted primarily from the Company'sCompanys progress in filling its backlog of orders.
Notwithstanding the increase in revenues from MRI product sales, costsCosts related to product salesproviding the first quarter of service decreased by 11.4%7.0% from
$8.6$1.0 million in the first nine
months of fiscal 2008 to $7.6 million in the first nine months of 2009 because
of our lower cost basis for parts and components. Costs related to providing
service decreased by 21.7% from $3.9 million in the first nine months of fiscal
2008 to $3.1 million in fiscal 2009.
Costs related to providing service and repairs decreased by 22.1% for the
third quarter of fiscal 2009 compared to the third quarter of$960,000 in fiscal 2008 and by
21.7% for the first nine months of fiscal 2009 compared to the first nine months
of fiscal 2008.2010. We
believe that an important factor in keeping service costs down is our ability to
monitor the performance of customers'customers scanners from our facilities in Melville,
New York, on a daily basis and to detect and repair any irregularities before
more serious problems result.
We also believe the low cost
of providing service reflects the high quality of our products.
Overall, the operating results for our medical equipment segment improved to an
operating incomeloss of $207,000$902,000 for the first ninethree months of fiscal 20092010 as compared
to an operating loss of $9.9$1.9 million for the first ninethree months of fiscal 2008.2009.
This improvement resulted from an increase in product sales revenues and decreases in costs related to sales, researchservice and
development and,
most significantly, selling, general and administrative expenses. The decrease
in costs related to sales resulted from our ability to procure parts and
components at lower costs and to use parts and components in inventory having a
lower cost basis. The decrease in research and development expenditures, and
selling, general and administrative expenses, resulted from our program of cost
cutting measures, which included consolidating HMCA's office space with Fonar's
office space, reductions in the size of our workforce, compensation and
benefits, as well as an across the board reduction of expenses.repair fees revenues.
HMCA revenues decreased in the thirdfirst quarter of fiscal 20092010 by 15.7%8.7% to $2.5
million from $2.9 million for the third quarter of fiscal 2008, and by
15.3% to $7.7$2.8 million for the first nine monthsquarter of fiscal 2009, from $9.1 million
for the first nine months of fiscal 2008, primarily
because of the sale of its 92.3% interest in a previously consolidated entity in
September 2008. We now manage ten sites, nine of which are equipped with FONAR
UPRIGHT(R) MRI scanners. HMCA experienced an operating loss of $593,000$519,000 for the
first ninethree months of fiscal 20092010 compared to operating lossincome of $759,000$12,000 for
the first ninethree months of fiscal 2008.2009.
HMCA cost of revenues decreasedincreased to $1.7 million for the third quarter of
fiscal 2009 as compared to $2.1 million for the third quarter of fiscal 2008.
HMCA cost of revenues for the first nine months of fiscal 2009 decreased to $5.4
million as compared to $6.1$2.0 million for the first nine monthsquarter of fiscal
2008.2010 as compared to $1.9 million for the first quarter of fiscal 2009. The
decreaseincrease in HMCA'sHMCAs cost of revenues was primarily the result of managing one
less scanning center asthe steps we have
been taking to improve HMCA revenues by our marketing efforts, which focus on
the unique capability of our Upright(R) MRI Scanners to scan patients in
different positions.
In 2009, the Obama administration announced its intentions for healthcare reform
in the United States. The plan contemplates providing healthcare coverage for
some 40 million uninsured Americans. The plan calls for, among other things,
more vigilant control of healthcare utilization, including diagnostic imaging
services. In November of 2009, the U.S. House of Representatives passed a
resulthealthcare reform bill. Whether the bill will be approved by the Senate and
ultimately become a law is uncertain at this time.
The use of radiology benefit managers, or RBMs has increased in recent years. It
is common practice for health insurance carriers to contract with RBMs to manage
utilization of diagnostic imaging procedures for their insureds. In many cases,
this leads to lower utilization of imaging procedures based on a determination
of medical necessity. The efficacy of RBMs is still a high controversial topic.
The Company cannot predict whether the current administrations healthcare plan
and the use of RBMs will negatively impact its business, but it is possible that
the Companys financial position and results of operations could be negatively
affected by increased utilization of RBMs.
While the Company has prepared certain estimates of the sale of HMCA's 92.3% interest in a
previously consolidated entity in September, 2008.
HMCA entered into an agreement in September, 2007 with Integrity Healthcare
Management, Inc. ("Integrity"), which is a wholly-owned subsidiary of Health
Diagnostics, LLC. Under the termsimpact of the agreement, Integrity supervisedabove
discussed changes and directed HMCA andproposed changes, it is not possible to fully quantify
their impact on its business. There can be no assurance that the managementimpact of these
changes will not be greater than estimated or that any future health care
legislation or reimbursement changes will not adversely affect the facilities including the performance of
billing and collections services. The existing management agreements between the
facilities and HMCA remained in place. Integrity was entitled to compensation of
an annual fee equal to one-half of the increase in the consolidated cash flow of
HMCA and the facilities over the period from July 1, 2006 through June 30, 2007.
This agreement was terminated as of the end of June 2008.
Commencing upon the termination of this agreement, we hired Health
Diagnostics, LLC, the parent company of Integrity, to perform all billing and
collection procedures for HMCA's clients on HMCA's behalf. HMCA agreed to pay 6%
of all adjusted deposits for these services. This agreement was terminated as of
April 30, 2009, as HMCA sought to cut expenses and exercise direct control of
the billing and collection of its clients' accounts.Companys
business.
The increase in our total net revenues of 39.5%10.4% from $8.1$6.8 million in the third quarter of fiscal 2008 to $11.3 million in the thirdfirst
quarter of fiscal 2009 to $7.5 million in the first quarter of fiscal 2010, was
accompanied by a decreasean increase of 2.8%3.3% in total costs and expenses from $10.8$8.6 million
in the thirdfirst quarter of fiscal 20082009 compared to $10.5$8.9 million in the thirdfirst
quarter of fiscal 2009.2010. As a result, our income (loss)loss from operations changed from a
loss of $2.7 million in the third quarter of fiscal 2008 to an
operating profit of $762,000 in the third quarter of fiscal 2009.
For the first nine months of fiscal 2009 the consolidated revenues
increased by 7.0% to $29.3 from $27.4 million for the first nine months of
fiscal 2008 while the total costs and expenses decreased by 22.1% to $29.7
million for the first nine months of fiscal 2009 from $38.1 million for the
first nine months of fiscal 2008. Our operating loss decreased from $10.7$1.8 million in the first nine monthsquarter of fiscal 20082009 to $386,000a loss of $1.4
million in the first nine
monthsquarter of fiscal 2009.2010.
Selling, general and administrative expenses decreased slightly by 36.0%1.0% to $10.0$3.2
million in the first ninethree months of fiscal 20092010 from $15.5$3.3 million in the first
ninethree months of fiscal 2008, largely as a result of our aggressive cost cutting
measures. There was no2009. The compensatory element of stock issuances, which
is included in selling, general and administrative expenses, inwas $18,000 for the
first ninethree months of fiscal 2009 or 2008.2010 as compared to $0 for the first three months
of fiscal 2009.
Research and development expenses decreased by 27%3.0% to $2.7 million$854,000 for the first
ninethree months of fiscal 20092010 as compared to $3.7 million$880,000 for the first ninethree months
of fiscal 2008.2009.
Interest expense in the first ninethree months of fiscal 2009 decreased by 46.7%2010 increased to $193,000 from $362,000$93,000
compared to $79,000 for the first ninethree months of fiscal 2008 because of
the repayment of existing debt.2009.
Inventories increased by 16.5%8.8% to $3.8$3.5 million at March 31,September 30, 2009 as compared
to $3.3$3.2 million at June 30, 20082009 representing the purchase of raw materials and
components in our inventory to fill orders.
Management fee and medical receivables decreased by 20.3%3.5% to $6.1$5.6 million at
March 31,September 30, 2009 from $7.6$5.8 million at June 30, 2008,2009, primarily due to
collections on the Company'sCompanys management fee receivables and the sale of a 92.3%
interest of a consolidated entity in September 2008, which included the
receivables of such entity.medical receivables.
The overall trends reflected in the results of operations for the first ninethree
months of fiscal 20092010 are an increase in revenues from product sales,service and repair fees,
as compared to the first ninethree months of fiscal 20082009 ($12.02.8 million for the first
ninethree months of fiscal 20092010 as compared to $8.9$2.6 million for the first ninethree
months of fiscal 2008)2009), and an increase in MRI equipment segment revenues
relative to HMCA revenues ($21.65.0 million or 73.8%66.2% from the MRI equipment segment
as compared to $7.7$2.5 million or 26.2%33.8% from HMCA, for the first ninethree months of
fiscal 2009,2010, as compared to $18.3$4.0 million or 66.8%59.2% from the MRI equipment segment
and $9.1$2.8 million or 33.2%40.8%, from HMCA, for the first ninethree months of fiscal
2008)2009). In
addition, unrelatedUnrelated party sales constituted 100% of our medical equipment product
sales for both the first ninethree months of fiscal 2009 at $12.0 million2010 and for
the first nine months of fiscal 2008 at $8.9 million.2009.
We are committed to continuingimproving the improvement in our operating results we experienced in the first
ninethree months in fiscal 2009.2010. Nevertheless, factors beyond our control, such as
the timing and rate of market growth which depend on economic conditions,
including the availability of credit, payor reimbursement rates and policies,
and unexpected expenditures or the timing of such expenditures, make it
impossible to forecast future operating results. We believe we are pursuing the
correct policies which should prove successful in improving the Company'sCompanys
operating results.
Our FONAR UPRIGHT(R) MRI, and Fonar-360(TM) MRI scanners, together with our
works-in-progress, are intended to significantly improve our competitive
position.
Our FONAR UPRIGHT(R) MRI scanner, which operates at 6000 gauss (.6 Tesla) field
strength, allows patients to be scanned while standing, sitting, reclining and
in multiple flexion and extension positions. It is common in visualizing the
spine that abnormalities are visualized in some positions and not others. This
enables surgical corrections that heretofore would be unaddressable for lack of
visualizing the symptom causing the pathology. A floor-recessed elevator brings
the patient to the height appropriate for the targeted image region. A
custom-built adjustable bed will allow patients to sit or lie on their backs,
sides or stomachs at any angle. Full-range-of-motion studies of the joints in
virtually any direction are possible and another promising feature for sports
injuries.
Recently, this capability of the FONAR UPRIGHT(R) technology has demonstrated
its key value on patients with the Arnold-Chiari syndrome, which is believed to
affect 200,000 to 500,000 Americans. In this syndrome, brain stem compression
and subsequent severe neurological symptoms occur in these patients, when
because of weakness in the support tissues within the skull, the brain stem
descends and is compressed at the base of the skull in the foramen magnum, which
is the circular bony opening at the base of the skull where the spinal cord
exits the skull. Conventional lie-down MRI scanners cannot make an adequate
evaluation of the pathology since the patient's pathology is most visible and
the symptoms most acute when the patient is scanned in the upright
weight-bearing position.
The UPRIGHT(R) MRI has also demonstrated its value for patients suffering from
scoliosis. Scoliosis patients have been typically subjected to routine x-ray
exams for years and must be imaged upright for an adequate evaluation of their
scoliosis. Because the patient must be standing for the exam, an x-ray machine
has been the only modality that could provide that service. The UPRIGHT(R) MRI
is the only MRI scanner which allows the patient to stand during the MRI exam.
Fonar has developed a new RF receiver and scanning protocol that for the first
time allows scoliosis patients to obtain diagnostic pictures of their spines
without the risks of x- rays.x-rays. A recent study by the National 'Cancer Institute
(2000) of 5,466 women with scoliosis reported a 70% increase in breast cancer
resulting from 24.7 chest x-rays these patients received on the average in the
course of their scoliosis treatment. The UPRIGHT(R) MRI examination of scoliosis
enables the needed imaging evaluation of the degree of spine scoliosis without
exposing the patient to the risk of breast cancer from x-radiation. Currently
scoliosis affects more than 3,000,000 American women.
In addition, the University of California, Los Angeles (UCLA) reported their
results of their study of 1,302 patients utilizing the FONAR UPRIGHT(R)
Multi-Position(TM) MRI at the 22nd Annual Meeting of the North American Spine
Society on October 23, 2007. The UCLA study showed the superior ability of the
Dynamic(TM) FONAR UPRIGHT(R) MRI to detect spine pathology, including
spondylolisthesis, disc herniations and disc degneration, as compared to
visualizations of the spine produced by traditional single position static MRIs.
The UCLA study by MRI of 1,302 back pain patients when they were UPRIGHT(R) and
examined in a full range of flexion and extension positions made possible by
FONAR'sFONARs new UPRIGHT(R) technology established that significant "misses"misses of
pathology were occurring with static single position MRI imaging. At L4-5, the
vertebral level responsible for 49.8% of lumbar disc herniations, 35.1% of the
spondylolistheses (vertebral instabilities) visualized by Dynamic(TM)
Multi-Position(TM) MRI were being missed by static single position MRI (510
patients). Since this vertebral segment is responsible for the majority of all
disc herniations, the finding may reveal a significant cause of failed back
surgeries. The UCLA study further showed the "miss-rate"miss-rate of vertebral
instabilities by static only MRI was even higher, 38.7%, at the L3-4 vertebral
segment. Additionally the UCLA study showed that MRI examinations of the
cervical spine that did not perform extension images of the neck "missed"missed disc
bulges 23.75% of the time (163 patients).
The UCLA study further reported that they were able to quantitatively measure
the dimensions of the central spinal canal with the "highest accuracy"highest accuracy using the
FONAR UPRIGHT(R) Multi-Position(TM) MRI thereby enabling the extent of spinal
canal stenosis that existed in patients to be measured. Spinal canal stenosis
gives rise to the symptom complex intermittent neurogenic claudication manifest
as debilitating pain in the back and lower extremities, weakness and
difficulties in ambulation and leg paresthesias. Spinal canal stenosis is a
spinal compression syndrome separate and distinct from the more common nerve
compression syndrome of the spinal nerves as they exit the vertebral column
through the bony neural foramen.
The FONAR UPRIGHT(R) MRI can also be useful for MRI directed emergency
neuro-surgical procedures as the surgeon would have unhindered access to the
patient'spatients head when the patient is supine with no restrictions in the vertical
direction. This easy-entry, mid-field-strength scanner could prove ideal for
trauma centers where a quick MRI-screening within the first critical hour of
treatment will greatly improve patients'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'sFonars patented Iron-Frame(TM) technology which allows the Company'sCompanys engineers
to control, contour and direct the magnet'smagnets lines of flux in the patient gap
where wanted and almost none outside of the steel of the magnet where not
wanted. Consequently, this scanner allows surgeons and other interventional
physicians to walk inside the magnet and achieve 360 degree access to the
patient to perform interventional procedures.
The Fonar 360(TM) is presently marketed as a diagnostic scanner and is sometimes
referred to as the Open Sky(TM) MRI. In its Open Sky(TM) version, the Fonar
360(TM) serves as an open patient friendly scanner which allows 360 degree
surgical access to the patient on the scanner bed. To optimize the
patient-friendly character of the Open Sky(TM) MRI, the walls, floor, ceiling
and magnet poles are decorated with landscape murals. The patient gap is twenty
inches and the magnetic field strength, like that of the FONAR UPRIGHT(R), is
0.6 Tesla.
In the future, we expect the Fonar 360(TM) to function as an interventional MRI.
The enlarged room sized magnet and 360o360 access to the patient afforded by the
Fonar 360(TM) permits surgeons to walk into the magnet and perform surgical
interventions on the patient under direct MR image guidance. Most importantly
the exceptional quality of the MRI image and its capacity to exhibit tissue
detail on the image, can then be obtained real time during the procedure to
guide the interventionalist. Thus surgical instruments, needles, catheters,
endoscopes and the like could be introduced directly into the human body and
guided directly to a malignant lesion using the MRI image. The number of
inoperable lesions could be significantly reduced by the availability of this
new FONAR technology. Most importantly treatment can be carried directly to the
target tissue.
The first Fonar 360(TM) MRI scanner, installed at the Oxford- NuffieldOxford-Nuffield Orthopedic
Center in Oxford, United Kingdom, is now carrying a full diagnostic imaging
caseload. In addition, however, development of the works in progress Fonar
360(TM) MRI image guided interventional technology is actively progressing.
Fonar software engineers have completed and installed their 2nd generation
tracking software at Oxford-Nuffield which is designed to enable the surgeons to
insert needles into the patient and accurately advance them, under direct visual
image guidance, to the target tissue, such as a tumor, so that therapeutic
agents can be injected.
The Company expects marked demand for its most commanding MRI products, the
FONAR UPRIGHT(R) MRI and the Fonar 360(TM) because of their exceptional features
in patient diagnosis and treatment. These scanners additionally provide improved
image quality and higher imaging speed because of their higher field strength of
..60.6 Tesla. The geometry of the FONAR UPRIGHT(R) MRI as compared to a single
coil, or multiple coils on only one axis and its transverse magnetic field
enables the use of two detector rf coils operating in quadrature which increases
the FONAR UPRIGHT(R) MRI signal to noise ratio by 40%, providing a signal to
noise ratio equal to a .84T recumbent only MRI scanner.
Liquidity and Capital Resources
Cash, cash equivalents and marketable securities decreasedincreased from $2.4$1.2 million at
June 30, 20082009 to $1.6$1.4 million at March 31,September 30, 2009. Marketable securities
approximated $18,000$27,000 as of March 31,September 30, 2009, as compared to $1.1
million$23,000 at June
30, 2008.2009.
Cash used in operating activities for the first ninethree months of fiscal 20092010 was
$5.7 million.$402,000. Cash used in operating activities was attributable to a
decreasean increase in
customer advancesaccounts payable of $5.6 million, a decrease$269,000, an increase in billings in excess of costs and
estimated earnings on uncompleted contracts of $641,000$509,000 and a decrease in costs
and estimated earnings in excess of billings on uncompleted contracts of
$264,000 offset by an increase in accounts, management fee and medical receivablesinventories of $1.1 million
offset by a decrease in notes receivable of $385,000$280,000 and the net incomeloss of
$1.1$1.7 million.
Cash provided byused in investing activities for the first ninethree months of fiscal 20092010 was
$6.1
million.$200,000. The principal source of cash from investing activities during the
first ninethree months of fiscal 2009 consisted mainly of proceeds from the sale
of a consolidated subsidiary of $2.3 million, proceeds of $2.0 million from the
prepayment by a debtor of a portion of a note receivable and sale of marketable
securities of $1.1 million, offset by capitalized software and
patent costs of $584,000.$193,000.
Cash used in financing activities for the first ninethree months of fiscal 20092010 was
$141,000.$56,000. The principal uses of cash in financing activities during the first
ninethree months of fiscal 20092010 consisted of repayment of principal on long-
termlong-term
debt and capital lease obligations of $243,000,$57,000, and repayment of notes receivable
from employee stockholders of $125,000 and distributions to holders
of minority interests of $23,000.$1,000.
The Company's contractual obligations and the periods in which they are
scheduled to become due are set forth in the following table:
(000s OMITTED)
Due in
less Due Due Due
Contractual Than 1 in 2-3 in 4-5 after 5
Obligation Total year years years years
- -------------- ----------- ---------- ---------- ---------- ------------------- --------- --------- --------- ---------
Long-term debt $ 545928 $ 22221 $ --175 $ --- $ 523532
Capital lease
Obligations 342 119 223 -- --291 128 163 - -
Operating
leases 11,512 1,731 3,732 3,517 2,532
----------- ---------- --------Leases 11,529 2,011 4,081 3,446 1,991
Stipulation
Agreements 588 432 156
--------- ------------------- --------- --------- ---------
Total cash
Obligations $ 12,39913,336 $ 1,8722,792 $ 3,9554,575 $ 3,5173,446 $ 3,055
========== ========== ========2,523
========= =================== ========= ========= =========
Total liabilities decreasedincreased by 17.1%2.6% to $32.6$32.0 million at March 31,September 30, 2009 from
$39.3$31.2 million at June 30, 2008.2009. We experienced an decrease in long-term debt and
capital leases from $757,000$759,000 at June 30, 20082009 to $746,000$731,000 at March 31,September 30, 2009
and a decreasean increase in accounts payable from $4.0$3.7 million at June 30, 20082009 to $3.7$4.0
million at March 31,September 30, 2009, along with a decreasean increase in billings in excess of
costs and estimated earnings on uncompleted contracts from $5.8$2.0 million at June
30, 20082009 to $5.1$2.5 million at March 31,September 30, 2009, and a decreasean increase in customer
advances from $14.3$9.2 million at June 30, 20082009 to $8.7$9.3 million at March 31,September 30,
2009. Unearned revenue on service contracts increased from $5.2$5.5 million at June
30, 20082009 to $5.7$5.6 million at March 31,September 30, 2009.
As of March 31,September 30, 2009, the total of $8.0$8.4 million in other current liabilities
included primarily accrued salaries and payroll taxes of $1.1 million, accrued
interest of $792,000, accrued royalties of $623,000 and excise$947,000 and sales taxes of $2.7$2.5 million.
Our working capital deficit decreased from $16.0remained constant at $10.8 million as of June 30,
2008 to $12.5 million as of March 31,2009 and September 30, 2009. This resulted from decreasean increase in current assets
($18.3 million at June 30, 2009 as compared to $19.2 million at September 30,
2009) particularly an increase in the current portion of notes receivable of
$1.1 million ($518,000 at June 30, 2009 as compared to $1.7 million at September
30, 2009), notwithstanding an increase in current liabilities ($38.029.1 million at
June 30, 20082009 as compared to $31.4$30.0 million at March 31, 2009, particularly a decreaseSeptember 30, 2009) resulting
primarily from an increase of approximately $297,000 in customer advancesthe current portion of
$5.6 millionaccounts payable ($14.33.5 million at June 30, 20082009 as compared to $8.7$3.8 million at
March 31,September 30, 2009), and a decreasean increase of $510,000 in billings in excess of costs
and estimated earnings on uncompleted contracts from $5.8($2.0 million at June 30, 2008 to $5.1 million at
March 31, 2009; notwithstanding a decrease in current assets ($22.0 million at
June 30, 2008 compared to $19.0 million at March 31, 2009) resulting primarily
from a decrease in management fee receivable of $881,000 ($6.4 million at June
30, 2008 compared to $5.5 million at March 31, 2009) and a decrease in current
portion of notes receivable ($2.5 million at June 30, 20082009
as compared to $509,000 at March 31, 2009), offset by an increase in accounts receivable of
$667,000 ($5.2$2.5 million at JuneSeptember 30, 2008 as compared to $5.8 million at March 31,
2009) and an increase in inventories of approximately $537,000 ($3.3 million at
June 30, 2008 as compared to $3.8 million at March 31, 2009).
Fonar has not committed to making additionalany significant capital expenditures in the
20092010 fiscal year.
Our business plan calls for a continuing emphasis on providing our customers
with enhanced equipment service and maintenance capabilities and delivering
state-of-the-art, innovative and high quality equipment upgrades at competitive
prices.
Our principal source of liquidity has been derived from revenues, as well
as by the sale of marketable securities and cash provided by notes receivable.
Also, in September 2008, the Company sold its 92.3% interest in a consolidated
subsidiary and to a related third party and received proceeds of approximately
$2.3 million. In addition, during the third quarter of fiscal 2009, the Company
received $1.3 million from loans it made against the cash value of certain life
insurance policies. At March 31, 2009, we had a working capital deficit of $12.5
million. For the nine months ended March 31, 2009, we had a net income of $1.1
million which included non-cash charges of $2.4 million.
The Company is focusingcontinues to focus its efforts on increased marketing campaigns and distribution
programs to
increasestrengthen the demand for Fonar's products.its products and services. Management anticipates that
Fonar'sits capital resources will improve as Fonar'sif Fonars MRI scanner products gain wider
market recognition and acceptance resulting in increased product sales. If
we are not successful with our current marketing efforts to increase sales, then
we could experience a shortfall in the cash necessary to sustain operations at
their current levels.
Although sales levels remained weak in fiscal 2009, the Company has been
profitable for two consecutive quarters; we are continuing to focus our efforts
on increased marketing campaigns, in particular, by expanding Fonar's
utilization of internet advertising as a vehicle for promoting our products and
their unique features to the medical community and displaying the high quality
visualization they achieve of pathologies that can not be seen by recumbent only
MRI technology. Management anticipates that Fonar's capital resources will
improve if Fonar's MRI scanner products gain wider market recognition and
acceptance resulting in increased product sales. If we are not successful with
our marketing efforts to increase sales and weak demand continues, we will
experience a shortfall in cash over the next twelve months. If necessary, the
Company will implement its plan to fund such a deficit which includes further
reductions in operating expenses, sales of certain assets and loans from related
parties together in an amount sufficient to continue as a going concern through
March 31, 2010. Current
economic credit conditions have contributed to a slowing business environment.
Given such liquidity and credit constraints in the markets, the business has and
may continue to suffer, should the credit markets not improve in the near
future. The direct impact of these conditions is not fully known. However, there
can be no assurance that wethe Company would be able to secure additional funds if
needed and that if such funds were available, whether the terms or conditions
would be acceptable to us.
NASDAQthe Company. In such case, the further reduction in
operating expenses as well as possible sale of other operating subsidiaries
might need to be substantial in order for the Company to generate positive cash
flow to sustain the operations of the Company.
At September 30, 2009, the Company had granteda working capital deficiency of
approximately $10.8 million and a stockholders deficiency of approximately $4.7
million. For the three months ended September 30, 2009, the Company incurred a
net loss of approximately $1.7 million, which included non-cash charges of
approximately $914,000. The Company has funded its cash flow deficit for the
three months ended September 30, 2009 through cash provided by operations.
On October 27, 2009, subsequent to the end of the first fiscal quarter of 2010,
to improve our liquidity the Company entered into an agreement with Mountain
Crest Ventures LLC to assign the promissory note issued by Health Plus
Management Services, LLC in connection with a Asset Purchase Agreement which
closed in July, 2005. The Company received $1,580,862, which represented the
remaining principal balance less a discount of $350,000. Mountain Crest Ventures
LLC retains all rights under the original promissory note to collect all
remaining payments due. The Company recorded the $350,000 discount in the
financial statements for the three months ended September 30, 2009.
Management anticipates that Fonars capital resources will improve if (1) Fonars
MRI scanner products gain wider market recognition and acceptance resulting in
increased product sales, (2) service and maintenance revenues increase as the
warranties on scanners expire and (3) HMCA revenues can be increased through the
Companys vigorous marketing efforts. In addition, Management is exploring the
possibility of equity and/or loan financing to improve liquidity. If we are not
successful with our marketing efforts to increase revenues and are unable to
raise debt or equity capital, we will experience a shortfall in cash, and it
will be necessary to further reduce operating expenses to attempt to avoid the
need to curtail our operations. Current economic credit conditions have
contributed to a slowing business environment. The precise impact of these
conditions can not be fully predicted. There can be no assurance that we would
be able to secure additional funds if needed.
The accompanying financial statements have been prepared in accordance with
accounting principals generally accepted in the United States of America and
assume that the Company will continue as a going concern. The Company has
suffered recurring losses from operations, continues to generate negative cash
flows from operating activities and had negative working capital at September
30, 2009. These conditions raise substantial doubt about the Companys ability to
continue as a going concern. The accompanying financial statements do not
include any adjustments that might result from the outcome of this uncertainty.
Fonar an extensionwas able to April 9, 2009 to evidence
compliance with the minimum stockholders' equity requirement formaintain its continued listing on the NASDAQ Capital Market. Although Fonar was unable to raise the
equity financing necessary to do so, Fonar's common stock continues to be listed
pending its appeal to the NASDAQ Listing and Hearing Review Council. Fonar is
requesting an extension until after the filing of its form 10-KMarket by
demonstrating a net income for fiscal 2009 to demonstrate compliance with one or morein the amount of $1.1 million, well
in excess of the minimum continued listing requirements.
FONAR CORPORATION AND SUBSIDIARIESrequirement of $500,000.
Item 3. Quantitative and Qualitative Disclosures About Market Risk
The Company maintains its funds in liquid accounts. None of our investments are
in fixed rate instruments.
All of our revenue, expense and capital purchasing activities are transacted in
United States dollars.
Item 4.4T. Controls and Procedures
(a) Evaluation of disclosureDisclosure Controls and Procedures
Disclosure controls and procedures.
The Company maintainsprocedures (as defined in Rule 13(a)-15(e)) are controls
and other procedures that are designed to ensure that information required to be
disclosed by a public company in the reports that it files or submits under the
Securities Exchange Act, of 1934 is recorded, processed, summarized and reported within the time
periods specified in the SECs rules and forms of the
Securities and Exchange Commission. Based upon their evaluation of thoseforms. Disclosure controls and
procedures performed as ofinclude, without limitation, controls and procedures designed to
ensure that information required to be disclosed by a public company in the
end ofreports that it files or submits under the period covered by this
report,Exchange Act is accumulated and
communicated to the companys management, including its principal executive and
acting principal financial officerofficers, or persons performing similar functions, as
appropriate to allow for timely decisions regarding required disclosure.
Disclosure controls and procedures include many aspects of internal control over
financial reporting.
In connection with the Company concluded thatpreparation of this Quarterly Report on Form 10-Q for the
quarter ended September 30, 2009, management, with the participation of our
Chief Executive Officer and Chief Financial Officer, has evaluated the
effectiveness of our disclosure controls and procedures pursuant to Rule 13a-15
under the Exchange Act and have determined that such controls and procedures
were effective.
(b) Changeeffective as of September 30, 2009.
Changes in internal controls.Internal Control Over Financial Reporting
There have beenwere no changes in our internal control over financial reportingcontrols or in other factors that occurredcould
significantly affect these controls, during the most recent fiscal quarter ended September 30,
2009, that have materially affected, or are reasonably likely to materially
affect, our internal control over financial reporting.
FONAR CORPORATION AND SUBSIDIARIES
PART II - OTHER INFORMATION
Item 1 - Legal Proceedings:There were no material changes in litigation for the
first ninethree months of fiscal 2009.2010.
Item 2 - Unregistered Sales of Equity Securities and Use of Proceeds: None
Item 3 - Defaults Upon Senior Securities: None
Item 4 - Submission of Matters to a Vote of Security Holders: None
Item 5 - Other Information: None
Item 6 - Exhibits and Reports on Form 8-K: Exhibits Exhibit 31.1 Certification
See Exhibits Exhibit 32.1 Certification See Exhibits Report on Form 8-K
containing the Companys Earnings Report for fiscal 2009. See Report on Form
8-K dated October 5, 2009, Commission File No. 000-10248
FONAR CORPORATION AND SUBSIDIARIES
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
FONAR CORPORATION
(Registrant)
By: /s/Raymond V. Damadian
----------------------
Raymond V. Damadian
President & Chairman
Dated:May 18, November 23, 2009