ITEM 1. BUSINESS GENERAL
Fonar Corporation, sometimes referred to as the "Company" or "Fonar", is a Delaware corporation which was incorporated on July 17, 1978. Our address is 110 Marcus Drive, Melville, New York 11747 and our telephone number is 631-694-2929. Fonar also maintains a WEB site at www.Fonar.com. Fonar provides copies of its filings with the Securities and Exchange Commission on Forms 10-K, 10-Q and 8-K and amendments to these reports to stockholders on request.
We conduct our business in two segments. The first, conducted directly through Fonar, is referred to as our medical equipment segment. The second, conducted through our wholly owned subsidiary Health Management Corporation of America, is referred to as the physician management and diagnostic services segment.
MEDICAL EQUIPMENT SEGMENT
Fonar is engaged in the business of designing, manufacturing, selling and servicing magnetic resonance imaging, also referred to as "MRI" or "MR", scanners which utilize MRI technology for the detection and diagnosis of human disease. Fonar's founders built the first scanner in 1977 and Fonar introduced the first commercial MRI scanner in 1980. Fonar is the originator of the iron-core non-superconductive and permanent magnet technology.
Fonar's iron frame technology made Fonar the originator of "open" MRI scanners. We introduced the first "open" MRI in 1980. Since that time we have concentrated on further application of our "open" MRI, introducing most recently the Upright(TM) Multi-positional(TM) MRI scanner (also referred to as the "Upright(TM)" or "Stand-Up(TM)" MRI scanner) and the Fonar 360(TM) MRI scanner.
The product we are now most vigorously promoting is our Upright(TM) MRI. The Upright(TM) MRI is unique in the industry in that it allows patients to be scanned in a fully weight-bearing condition, such as standing, sitting or bending in any position that causes symptoms. This means that an abnormality or injury, such as a slipped disk can be visualized where it may not be visualized with the patient lying down. We are introducing the name "Upright(TM)" as an alternative to "Stand-UP(TM)" because of the multiplicity of positions in which the patient may be scanned where the patient is not standing.
PHYSICIAN MANAGEMENT AND DIAGNOSTIC SERVICES SEGMENT
Health Management Corporation of America, which we sometimes refer to as "HMCA", was formed by Fonar in March 1997 as a wholly-owned subsidiary in order to enable us to expand into the business of providing comprehensive management services to medical providers. HMCA provides management services, administrative services, office space, equipment, repair, maintenance service and clerical and other non-medical personnel to medical providers. Since July 28, 2005, following the sale of HMCA's physical therapy and rehabilitation business, HMCA has elected to provide its services solely to diagnostic imaging centers.
See Note 21 to the Consolidated Financial Statements for separate financial information respecting our medical equipment and physician and diagnostic management services segments.
FORWARD LOOKING STATEMENTS.
Certain statements made in this Annual Report on Form 10-K are "forward-looking statements", within the meaning of the Private Securities Litigation Reform Act of 1995, regarding the plans and objectives of Management for future operations. Such statements involve known and unknown risks, uncertainties and other factors that may cause our actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. These forward-looking statements are based on current expectations that involve numerous risks and uncertainties. Our plans and objectives are based, in part, on assumptions involving the expansion of business. These assumptions involve judgments with respect to, among other things, future economic, competitive and market conditions and future business decisions, all of which are difficult or impossible to predict accurately and many of which are beyond our control. Although we believe that our assumptions underlying the forward-looking statements are reasonable, any of the assumptions could prove inaccurate and, therefore, there can be no assurance that the forward-looking statements included in this Annual Report will prove to be accurate. In light of the significant uncertainties inherent in our forward-looking statements, the inclusion of such information should not be regarded as a representation by us or any other person that our objectives and plans will be achieved.
RECENT DEVELOPMENTS AND OVERVIEW.
Our products and works-in-progress are intended to significantly improve our competitive position. Our current products are the Upright(TM) MRI and the Fonar 360(TM).
The Upright(TM) MRI permits, for the first time, MRI diagnoses to be made in the weight-bearing state. The Upright(TM) MRI is the only MRI scanner which allows patients to be scanned while standing, sitting or reclining, either horizontally or at an angle. This means that an abnormality or injury, such as a slipped disk, will be able to be scanned under full weight-bearing conditions and, more often than not, in the position in which the patient experiences pain. A patient handling system built into the floor brings the patients to the desired height in the scanner. An adjustable bed allows the patients to stand, sit or lie on their backs, sides or stomachs at any angle. The Upright(TM) MRI may also be useful for MRI guided interventional procedures.
More recently a new application of the Fonar Upright(TM) technology is in the evaluation and diagnosis of patients with the Arnold-Chiari syndrome believed to affect from 200,000 to 500,000 Americans. In this syndrome brain stem compression and entrapment of the brain at the base of the skull in the foramen magnum, which is the circular bony opening at the base of the skull where the spinal cord exits the skull. Classic symptoms of the Chiari syndrome include the "drop attack", where the erect patient unexpectedly experiences an explosive rush or nervous discharge at the base of the brain which rushes down the body to the extremities, causing the patient to collapse in a transient neuromuscular paralysis which then subsides when the patient is in a horizontal position.
The Fonar Upright(TM) MRI has recently demonstrated its key value on two patients with Chiari syndrome establishing that the conventional lie-down MRI scanners cannot make an adequate evaluation of their pathology since the patient's pathology is most visible and symptoms are most acute when the patient is upright. It is critical to have an image of the patient in an upright position so that the neurosurgeons can fully evaluate the extent of the brain stem compression which is occurring so they can choose the most appropriate surgical approach for the operative repair.
Another milestone in the sale and utilization of Fonar's Upright(TM) technology is the sale in September, 2006 of an Upright(TM) MRI scanner to the largest orthopedic hospital in the Netherlands, the St. Maartenskliniek. St. Maartenskliniek has over 300 in-patient beds and an extensive outpatient clinic program that diagnosis and treats 25,000 patients with orthopedic problems annually. In placing their order, St. Maartenskliniek announced from the point of view of their internationally recognized "Spine Center" that "once Fonar made available upright weight-bearing MRI imaging technology, owning one for the St. Maartenskliniek "Spine Center" was not optional but mandatory. For our hospital to continue to engage in spine surgery without it, once this new technology became available, was unacceptable. Once the means were available to make certain we were getting the complete picture of the patient's spine pathology before undertaking surgery, so that we could be certain we were not performing surgery based on a wrong diagnosis and running the risk of doing the wrong surgery, we did not regard the utilization of this new technology, from our patient's perspective as optional. It was mandatory."
We are vigorously promoting sales of the Upright(TM) MRI which we regard as our most promising product. The market for the Upright(TM) shows strong progress. Revenues recognized from the sale of Upright(TM) MRI scanners increased in fiscal 2007 by 5.6% over fiscal 2006 from approximately $10.5 million in fiscal 2006 to approximately $11.0 million in fiscal 2007 although revenues from the sale of Upright(TM) MRI scanners had decreased in 2006 by 85.4% from approximately $71.7 million in fiscal 2005. The following chart shows the revenues attributable to our different model scanners for the fiscal years ended June 30, 2005, June 30, 2006 and June 30, 2007. Note that we recognize revenue on a percentage of completion basis. Accordingly, revenue is recognized as each sub-assembly of a scanner is manufactured. Consequently the revenues for a fiscal period do not necessarily relate to orders placed in that period.
Model Revenues Recognized ----------------------------------------- Fiscal 2005 Fiscal 2006 Fiscal 2007 ------------- ----------- ----------- ----------- Upright(TM) $71,666,053 $10,452,069 $11,041,251 Fonar 360(TM) $ 764,031 $ 383,589 $ 62,379 Other $ 0 $ 0 $ 0
The Fonar 360(TM) includes the Open Sky(TM) MRI. We received our first order for a Fonar 360(TM) scanner in the first quarter of fiscal 2005. The magnet frame is incorporated into the floor, ceiling and sidewalls of the scan room and is open. Consequently, physicians and family members can walk inside the magnet to approach the patient. The Open Sky(TM) version of the Fonar 360(TM) is decoratively designed so that it is incorporated into the panoramic landscape that decorates the walls of the scan room. The ability of the Fonar 360(TM) to give physicians direct 360 degree access to patients and the availability of MRI compatible interventional instruments such as needles, catheters, probes, scalpels and forceps, will also enable the Fonar 360(TM) to be used for image guided interventions. Our earlier primary product, the QUAD(TM) MR scanner, utilized a electromagnet and was accessible from four sides. The QUAD(TM) was the first "open" MRI scanner at high field.
Fonar's showcase installation of the first Fonar 360(TM) MRI scanner was completed at the Oxford Nuffield Orthopedic Center in Oxford, United Kingdom. Oxford-Nuffield had two objectives in the choice of the Fonar 360(TM) MRI. The first was to have an open mid-field MRI imaging scanner to meet their medical imaging needs. The second was to have an open scanner that would enable direct image guided surgical intervention. The Oxford-Nuffield scanner is carrying a full diagnostic imaging load daily.
Additionally, development of the works in progress Fonar 360(TM) MRI image guided interventional technology is actively progressing. Fonar software engineers have completed and installed their 2nd generation tracking software at Oxford-Nuffield which is designed to enable the surgeons to insert needles into the patient and accurately advance them under direct visual image guidance to the target tissue, such as a tumor, so that therapeutic agents can be injected. The software is now installed and being tested by Oxford-Nuffield's surgical teams. Proceeding to the next step of injecting test substances and therapeutic agents into target tissues is expected to commence in the near future.
Health Management Corporation of America ("HMCA"), a wholly-owned subsidiary of Fonar, currently is managing 12 diagnostic imaging centers located principally in New York and Florida. During the beginning of fiscal 2006 HMCA also managed six physical therapy and rehabilitation practices located in New York. HMCA sold the portion of its business engaged in the management of physical therapy and rehabilitation practices in July of 2005. MEDICAL EQUIPMENT SEGMENT
PRODUCTS
Fonar's principal products are the Upright(TM) MRI and the Fonar 360(TM).
The Upright(TM) MRI is a whole-body open MRI system that enables positional MRI (pMRI(TM)) applications, such as weight-bearing MRI studies. Operating at a magnetic field strength of 0.6 Tesla, the scanner is a powerful, diagnostically versatile and cost-effective open MRI that provides a broad range of clinical capabilities and a complete set of imaging protocols. Patients can be scanned standing, bending, sitting, upright at an intermediate angle or in any of the conventional recumbent positions. This multi-positional MRI system accommodates an unrestricted range of motion for flexion, extension, lateral bending, and rotation studies of the cervical (upper)and lumbar (lower) spine. Previously difficult patient scanning positions can be achieved using the system's MRI-compatible, three-dimensional, motorized patient handling system. Patients, lying horizontally, are placed into the magnet in the conventional manner. The system's lift and tilt functions then deliver the targeted anatomical region to the center of the magnet. The ceiling and floor are recessed to accommodate the full vertical travel of the table. True image orientation is assured, regardless of the rotation angle, via computer read-back of the table's position. Spines and extremities can be scanned in weight-bearing states; brains can be scanned with patients either standing or sitting.
Recently, this capability of the Fonar Upright(TM) technology has demonstrated its key value on patients with the Arnold-Chiari syndrome, which is believed to affect 200,000 to 500,000 Americans. In this syndrome, brain stem compression and subsequent severe neurological symptoms occur in these patients, when because of weakness in the support tissues within the skull, the brain stem descends and is compressed at the base of the skull in the foramen magnum, which is the circular bony opening at the base of the skull where the spinal cord exits the skull. Conventional lie-down MRI scanners cannot make an adequate evaluation of the pathology since the patient's pathology is most visible and the symptoms most acute when the patient is scanned in the upright weight-bearing position.
The Upright(TM) MRI is exceptionally open, making it the most non-claustrophobic whole-body MRI scanner. Patients can walk into the magnet, stand or sit for their scans and then walk out. From the patient's point of view, the magnet's front-open and top-open design provides an unprecedented degree of comfort because the scanner allows the patient an unobstructed view of the scanner room from inside the magnet, and there is nothing in front of one's face or over one's head. The only thing in front of the patient's face during the scan is a very large (42") panoramic TV (included with the scanner) mounted on the wall. The bed is tilted back five degrees to stabilize a standing patient. Special coil fixtures, a patient seat, Velcro straps, and transpolar stabilizing bars are available to keep the patient comfortable and motionless throughout the scanning process.
Full-range-of-motion studies of the joints in virtually any direction will be possible, an especially promising feature for sports injuries. Full range of motion cines, or movies, of the lumbar spine will be achieved under full body weight.
The Upright(TM) MRI will also be useful for MRI guided interventional procedures as the physician would have unhindered access to the patient with no restrictions in the vertical direction.
This easy-entry, mid-field-strength scanner should be ideal for trauma centers where a quick MRI screening within the first critical hour of treatment will greatly improve patients' chances for survival and optimize the extent of recovery.
The Fonar 360(TM) is an enlarged room sized magnet in which the floor, ceiling and walls of the scan room are part of the magnet frame. This is made possible by Fonar's patented Iron-Frame(TM) technology which allows our engineers to control, contour and direct the magnet's lines of flux in the patient gap where wanted and almost none outside of the steel of the magnet where not wanted. Consequently, this scanner allows 360 degree access to the patient, and physicians and family members are able to enter the scanner and approach the patient.
The Fonar 360(TM) is presently marketed as a diagnostic scanner and is sometimes referred to as the Open Sky(TM) MRI. In its Open Sky(TM) capacity, the Fonar 360(TM) serves as an open patient-friendly scanner which allows 360 degree access to the patient on the scanner bed.
To optimize the patient-friendly character of the Open Sky(TM) MRI, the walls, floor, ceiling and magnet poles are decorated with landscape murals. The patient gap is twenty inches and the magnetic field strength, like that of Fonar's earlier QUAD(TM) MRI scanner, is 0.6 Tesla.
We also expect to enable the Fonar 360(TM) to function as an MRI guided interventional scanner, for the purpose of performing intra-operative, interventional and therapeutic procedures with MR compatible instrumentation. In this capacity, the enlarged room sized magnet and 360 degree access to the patient afforded by the Fonar 360(TM) would permit full-fledged support teams to walk into the magnet and perform MRI guided interventions on the patient inside the magnet. Most importantly, the exceptional quality of the MRI image and its exceptional capacity to exhibit tissue detail on the image, by virtue of the nuclear resonance signal's extraordinary capacity to create image contrast, can then be obtained real time to guide the physician during the MRI guided intervention. Thus MRI compatible instruments, needles, catheters, endoscopes and the like can be introduced directly into the human body and guided to the malignant lesion or other pathology by means of the MRI image. Surgically inoperable lesions could be accessed through MRI guided catheters and needles making it possible to deliver the treatment agent directly to the targeted tissue.
The first Fonar 360(TM) MRI scanner, installed at the Oxford-Nuffield Orthopedic Center in Oxford, United Kingdom, is now carrying a full diagnostic imaging caseload. In addition, however, development of the works in progress Fonar 360(TM) MRI image guided interventional technology is actively progressing. Fonar software engineers have completed and installed their 2nd generation tracking software at Oxford-Nuffield which is designed to enable the surgeons to insert needles into the patient and accurately advance them, under direct visual image guidance, to the target tissue, such as a tumor, so that therapeutic agents can be injected. The software is now being tested by Oxford-Nuffield's surgical teams. Proceeding to the next step of injecting test substances and therapeutic agents into the target tissues is expected to commence in the near future.
With current treatment methods, therapy must always be restricted in the doses that can be applied to the malignant tissue because of the adverse effects on the healthy tissues. Thus chemotherapies must be limited at the first sign of toxic side effects. The same is the case with radiation therapy. Fonar expects that with the Fonar 360(TM) treatment agents may be administrated directly to the malignant tissue through small catheters or needles, thereby allowing much larger doses of chemotherapy, x-rays, laser ablation, microwave and other anti-neoplastic agents to be applied directly and exclusively to the malignant tissue with more effective results. Since the interventional procedure of introducing a treatment needle or catheter under image guidance will be minimally invasive, the procedure can be readily repeated should metastases occur elsewhere, with minimum impact on the patient beyond a straightforward needle injection. The presence of the MRI image during treatment will would enable the operator to make assessments during treatment whether the treatment is being effective.
In addition to the patient comfort and new applications, such as MRI directed interventions, made possible by our scanners' open design, the Upright(TM) and Fonar 360(TM) scanners are designed to maximize image quality through an optimal combination of signal-to-noise (S/N) and contrast-to-noise (C/N) ratios. The technical improvements realized in these scanners' design over their predecessors also include increased image-processing speed and diagnostic flexibility.
MRI directed interventions are made possible by the scanners' ability to supply images to a monitor positioned next to the patient, enabling the operator to view in process an interventional procedure from an unlimited number of angles. The openness of Fonar's scanners would enable a physician to perform a wide range of interventional procedures inside the magnet.
In the case of breast imaging the access by a physician permits an image guided biopsy to be performed easily which is essential once suspicious lesions are spotted by any diagnostic modality. In addition to being far superior to x-ray in detecting breast lesions because of the MRI's ability to create the soft tissue contrast needed to see them, where x-ray is deficient in its ability to generate the needed contrast between cancer and normal tissue, there is not the painful compression of the breast characteristic of X-ray mammography.
The Upright(TM) MRI and Fonar 360(TM) scanners share much of the same fundamental technology and offer the same speed, precision and image quality. Fonar's scanners initiated the new market segment of high-field open MRI in which the Fonar Upright(TM) MRI is one of the market leaders. High-field open MRIs operate at significantly higher magnetic field strengths and, therefore, produce more of the MRI image-producing signal needed to make high-quality MRI images (measured by signal-to-noise ratios, S/N).
Like Fonar's previous principal product, the QUAD(TM) scanner, the Upright(TM) MRI and Fonar 360(TM) scanners utilize a 6000 gauss (0.6 Tesla field strength) iron core electromagnet. The QUAD(TM) was the first open MRI scanner at high field. The greater field strength of the 6000 gauss magnet, as compared to lower field open MRI scanners that operate at 3,000 gauss (0.3 Tesla) when enhanced by the electronics already utilized by Fonar's scanners, produces images of higher quality and clarity. Fonar's 0.6 Tesla open scanner magnets are among the highest field "open MRI" magnets in the industry.
The Upright(TM) MRI and Fonar 360(TM) scanners are designed to maximize image quality through an optimal combination of signal-to-noise (S/N) and contrast-to-noise (C/N) ratios. The technical improvements realized in the scanners' design over their lower field predecessors also include increased image-processing speed and diagnostic flexibility.
Several technological advances have been engineered into the Upright(TM) MRI and Fonar 360(TM) scanners for extra improvements in S/N, including: new high-S/N Organ Specific(TM) receiver coils; new advanced front-end electronics featuring high-speed, wide-dynamic-range analog-to-digital conversion and a miniaturized ultra-low-noise pre-amplifier; high-speed automatic tuning, bandwidth-optimized pulse sequences, multi-bandwidth sequences, and off-center FOV imaging capability.
In addition to the signal-to-noise ratio, however, the factor that must be considered when it comes to image quality is contrast, the quality that enables reading physicians to clearly distinguish adjacent, and sometimes minute, anatomical structures from their surroundings. This quality is measured by contrast-to-noise ratios (C/N). Unlike S/N, which increases with increasing field strength, relaxometry studies have shown that C/N peaks in the mid-field range and actually falls off precipitously at higher field strengths. The Upright(TM) MRI and Fonar 360(TM) scanners operate squarely in the optimum C/N range.
The Upright(TM) MRI and Fonar 360(TM) provide various features allowing for versatile diagnostic capability. For example, SMART(TM) scanning allows for same-scan customization of up to 63 slices, each slice with its own thickness, resolution, angle and position. This is an important feature for scanning parts of the body that include small-structure sub-regions requiring finer slice parameters. There is also Multi-Angle Oblique(TM) (MAO) imaging, and oblique imaging.
The console for these scanners includes a mouse-driven, multi-window interface for easy operation and a 19-inch, 1280 x 1024-pixel, 20-up, high-resolution image monitor with features such as electronic magnifying glass and real-time, continuous zoom and pan.
Prior to the introduction of the Upright(TM) MRI, Fonar 360(TM) and QUAD(TM) scanners, the Ultimate(TM) 7000 scanner, introduced in 1990, was the Company's principal product. The Ultimate(TM) scanner replaced the Company's traditional principal products, the Beta(TM) 3000 scanner (which utilized a permanent magnet) and the Beta(TM) 3000M scanner (which utilized an iron core electromagnet). All of the Company's current and earlier model scanners create cross-sectional images of the human body.
During fiscal 2007, sales of our Upright(TM) MRI scanners accounted for approximately 33.2% of our total revenues and 51.9% of our medical equipment revenues, as compared to 31.6% of total revenues and 53.0% of medical equipment revenues in fiscal 2006 and 68.3% of total revenues and 88.2% of medical equipment revenues in fiscal 2005. These sales show the market penetration being achieved by the Upright(TM) MRI scanner.
During fiscal 2007, sales of our Fonar 360(TM) scanner accounted for 0.2% of total revenues and 0.3% of medical equipment revenues. During fiscal 2006 sales of our Fonar 360(TM) scanner accounted for 1.2% of total revenues and 1.9% of medical equipment revenues and during fiscal 2005 sales of our Fonar 360(TM) scanner accounted for 0.7% of total revenues and 0.9% of medical equipment revenues.
Our principal selling, marketing and advertising efforts have been focused on the Upright(TM) MRI, which we believe is a particularly unique product, being the only MRI scanner which is both open and allows for weight bearing imaging. Since we perceive that the Upright(TM) MRI is successfully penetrating the market and enabled us to achieve profitability in fiscal 2005, we expect to continue our focus on the Upright(TM) MRI in the immediate future, notwithstanding the losses incurred in fiscal 2006 and fiscal 2007. We are optimistic that the Fonar 360(TM) and our other products and works in progress will also contribute materially to increased product sales.
The materials and components used in the manufacture of our products (circuit boards, computer hardware components, electrical components, steel and plastic) are generally available at competitive prices. We have not had difficulty acquiring such materials.
WORKS-IN-PROGRESS
All of our products and works-in-progress seek to bring to the public MRI products that are expected to provide important advances against serious disease.
MRI takes advantage of the nuclear resonance signal elicited from the body's tissues and the exceptional sensitivity of this signal for detecting disease. Much of the serious disease of the body occurs in the soft tissue of vital organs. The principal diagnostic modality currently in use for detecting disease, as in the case of x-ray mammography, are diagnostic x-rays. X-rays discriminate soft tissues, such as healthy breast tissue and cancerous tissue poorly, because the x-ray particle traverses the various soft tissues almost equally thereby causing target films to be nearly equally exposed by x-rays passing through adjacent soft tissues and creating healthy and cancerous shadows on the film that differ little in brightness. The image contrast between cancerous and healthy breast tissue is poor, making the detection of breast cancers by the x-ray mammogram less than optimal and forcing the mammogram to rely on the presence or absence of microscopic stones called "microcalcifications" instead of being able to "see" the breast cancer itself. If microcalcifications are not present to provide the missing contrast, then the breast cancer goes undetected. They frequently are not present. The maximum contrast available by x-ray with which to discriminate disease is 4%. Brain cancers differ from surrounding healthy brain by only 1.6% while the contrast in the brain by MRI is 25 times greater at 40%. X-ray contrasts among the body's soft tissues are maximally 4%. Their contrast by MRI is 32.5 times greater (130%).
On the other hand the soft tissue contrasts with which to distinguish cancers on images by MRI are up to 180%. In the case of cancer these contrasts can be even more marked making cancers readily visible and detectable anywhere in the body. This is because the nuclear resonance signals from the body's tissues differ so dramatically. Liver cancer and healthy liver signals differ by 180% for example. Thus there is some urgency to bring to market an MRI based breast scanner that can overcome the x-ray limitation and assure that mammograms do not miss serious lesions. The added benefit of MRI mammography relative to x-ray mammography is the elimination of the need for the patient to disrobe and the painful compression of the breast typical of the x-ray mammogram. The patient is scanned in her street clothes in MRI mammography. Moreover MRI mammogram scans the entire chest wall including the axilla for the presence of nodes which the x-ray mammogram cannot reach.
We view our Upright(TM) MRI as having the potential for being an ideal breast examination machine as it permits the patient to be seated for the examination, which would allow easy access for an MRI guided breast biopsy when needed. The Fonar 360(TM) MRI scanner would also be ideal for breast examinations.
PRODUCT MARKETING
The principal markets for the Company's scanners are private scanning centers and hospitals.
Fonar's internal sales force is approximately 19 persons. Our internal sales force handles the domestic market, although we also have two non-exclusive domestic independent sales representatives. We continue to use independent manufacturer's representatives and distributors for foreign markets. In addition to its internal domestic sales force, Fonar and General Electric Medical Systems, a division of General Electric Company, have entered into an arrangement pursuant to which General Electric Medical Systems is an independent manufacturer's representative for Fonar's Upright(TM) MRI scanner in the domestic market as well. Neither General Electric nor any of Fonar's other competitors, however, are entitled to make the Upright(TM) MRI scanner. Following the fiscal year end, in August 2007, Fonar engaged the services of a second independent sales representative to focus on spine surgeons or groups of spine surgeons pre-approved by Fonar who have a pre-existing relationship with the sales representative.
In addition, Fonar's website includes an interactive product information desk for reaching customers. We plan to commence a program for providing demonstrations of our products to potential customers on an international basis.
Fonar has exhibited its new products at the annual meeting of the Radiological Society of North America ("RSNA") in Chicago since November 1995 and plans to attend the RSNA meeting in November 2007 and future years. The RSNA meeting is attended by radiologists from all over the world. Most manufacturers of MRI scanners regularly exhibit at this meeting.
Fonar has targeted orthopedic surgeons and neurosurgeons, particularly spine surgeons, as important markets for the Upright(TM) MRI. Accordingly, Fonar has for several years now exhibited at the annual meetings of The American Academy of Orthopaedic Surgeons (AAOS); the North American Spine Society (NASS); the American Association of Neurological Surgeons (AANS); and the Congress of Neurological Surgeons (CNS). In addition, in 2007, Fonar attended the Global Health Care Expansion Congress and the Abu Dahabi International Surgical Conference abroad.
Fonar's success in targeting surgeons was most evident in the sale, in September 2006, of an Upright(TM) MRI scanner to the largest orthopedic hospital in the Netherlands, the St. Maartenskliniek in Nijmegen. In addition to being a key sale to a prestigious hospital, the medical conclusions reached and stated by the buyer and the buyer's intention to conduct research and publish articles concerning the Upright(TM) technology, are a vital component to Fonar's objective to prove to the medical community at large, insurers, governmental agencies and others the benefits, if not necessity of Upright(TM) scanning. A Director of St. Maartenskliniek and the Chairman of Spine Surgery stated that "We at St. Maartenskliniek, the biggest orthopedic hospital in the Netherlands, are very much looking forward to this new technology from Fonar which will enable us to evaluate the spine anatomy in the fully weight bearing state and in multiple positions. We expect these new multi-position capabilities to lead to more accurate diagnosis and better surgery outcomes for patients. Once our active research program has discovered the benefits of this new Fonar technology for patients, we intend to publish the results in a lot of peer reviewed scientific journals." The Chairman stated further "that once Fonar made available upright weight-bearing MRI imaging technology, owning one for the St. Maartenskliniek "Spine Center" was not optional but mandatory. For our hospital to continue to engage in spine surgery without it, once this new technology became available, was unacceptable".
We have launched an exciting new advertising campaign, directed at physicians. It has already led to many inquires about purchase and to some sales of the Upright(TM) MRI scanner. In order to increase Fonar's presence in the medical market and to tell the story of the Upright(TM) MRI with its Multi-Position(TM) diagnostic capability well, the campaign features two-page color advertisements. The advertising is directed at three target audiences, and each of the three is being reached through the leading medical journals that are addressed to that audience.
1) Neurosurgeons and Orthopaedic Surgeons: These are the surgeons who can most benefit from the superior diagnostic benefits of the Fonar Upright(TM) MRI with its Multi-Position(TM) diagnostic ability. Advertisements to them currently appear in the journal Spine, The Journal of Neurosurgery, and the Journal of the American Academy of Orthopedic Surgery.
2) Radiologists: This segment of the campaign is aimed at the physicians who now have a wonderful new modality to offer their referring physicians. The advertisements are appearing in Radiology and Diagnostic Imaging.
3) All Physicians: This effort is to the total physician audience, so that the vast number of doctors who send patients for MRI's are aware of the diagnostic advantages of the Fonar Upright(TM) Multi-Position(TM) MRI. The advertisements appear in the Journal of the American Medical Association, which has a readership of over 350,000 physicians. This new advertising campaign has featured a series of compelling messages. One advertisement points out that the AMA book, Guides to the Evaluation of Permanent Impairment, indicates that diagnosis must be performed upright in flexion and extension. Another advertisement is educational and headlined, "Discover the power of Upright Imaging". Fonar realizes that peer-to-peer communications is the most powerful way to speak to physicians, so the campaign uses testimonials from surgeons and radiologists. The first such advertisement featured five surgeons and two radiologists, explaining the Multi-Position(TM) diagnostic benefits of the Fonar Upright(TM) MRI scanner to them. The latest advertisement features a leading radiologist, telling why he bought 12 Fonar Upright(TM) MRI scanners and plans to buy more.
In addition, we have an extensive advertising effort on Google and Yahoo Search Marketing. Enter relevant terms, such as "mri" or "mri for back pain", and an ad for Fonar will very likely appear in the paid search listings on the right side of the results page or along the top of it.
We are directing our MRI marketing efforts to meet the demand for high field open MRI scanners. Fonar plans to devote its principal efforts to marketing the Upright(TM) MRI, which is the only scanner in the industry that has the unique capability of scanning patients under weight-bearing conditions and in various positions of pain or other symptoms. In addition we will continue to market our Fonar 360(TM) MRI scanners. Utilizing a 6000 gauss (0.6 Tesla field strength) iron core electromagnet, the Upright(TM) MRI and Fonar 360(TM) scanner magnets are among the highest field "open MRI" scanners in the industry.
We also will seek to introduce new MRI applications for our scanners such as MRI-directed interventions.
Our areas of operations are principally in the United States. During the fiscal year ended June 30, 2007, 7.3% of the Company's revenues were generated by foreign sales, as compared to 10.1% and 7.1% for fiscal 2006 and 2005, respectively.
We are seeking to promote foreign sales and have sold scanners in various foreign countries. Foreign sales, however, have not yet proved to be a significant source of revenue.
SERVICE AND UPGRADES FOR MRI SCANNERS
Our customer base of installed scanners has been and will continue to be an additional source of income, independent of direct sales.
Income is generated from the installed base in two principal areas namely, service and upgrades. Service and maintenance revenues from our external installed base were approximately $5.8 million in fiscal 2005, $8.6 million in fiscal 2006 and $10.0 million in fiscal 2007. We expect service revenues to continue to increase as warranties expire on previously sold scanners, and the customers then enter into service contracts.
We also anticipate that our new scanners will result in upgrades income in future fiscal years. The potential for upgrades income, particularly in the form of new patient supporting upright imaging fixtures and receiver coils, originates in the versatility and productivity of the new Upright Imaging(TM) technology. New medical uses for MRI technology are constantly being discovered and are anticipated for the Upright Imaging(TM) technology as well. New features can often be added to the scanner by the implementation of little more than versatile new software packages. For example, software can be added to existing MRI angiography applications to synchronize angiograms with the cardiac cycle. By doing so the dynamics of blood vessel filling and emptying can be visualized with movies. Such enhancements are attractive to end users because they extend the useful life of the equipment and enable the user to avoid obsolescence and the expense of having to purchase new equipment. At the present time, however, upgrade revenue is not significant. We had approximately $40,000 upgrade revenue in fiscal 2005, and upgrade revenues of approximately $82,000 in fiscal 2006. We had no upgrade revenues in fiscal 2007.
Service and upgrade revenues are expected to increase as sales of scanners and the size of the customer base increases.
RESEARCH AND DEVELOPMENT
During the fiscal year ended June 30, 2007, we incurred expenditures of $6,328,265, $636,167 of which was capitalized, on research and development, as compared to $7,581,898 $714,253 of which was capitalized and $6,752,755, $745,994 of which was capitalized, during the fiscal years ended June 30, 2006 and June 30, 2005, respectively.
Research and development activities have focused principally, on the development and enhancement of the Upright(TM) and Fonar 360(TM) MRI scanners. The Upright(TM) MRI and Fonar 360(TM) involve significant software and hardware development as the new products represent entirely new hardware designs and architecture requiring a new operating software. Our research activity includes developing a multitude of new features for upright scanning made possible by the high speed processing power of its scanners. In addition, the Company's research and development efforts include the development of new software, such as its Sympulse(TM) software and hardware upgrade and the designing and continuing introduction of new receiver surface coils for the Upright(TM) MRI.
BACKLOG
Our backlog of unfilled orders at September 28, 2007 was approximately $49.2 million, as compared to $26.1 million at September 28, 2006. It is expected that a substantial portion of the existing backlog of orders will be filled within the 2008 fiscal year. Our contracts generally provide that if a customer cancels an order, the customer's initial down payment for the MRI scanner is nonrefundable.
PATENTS AND LICENSES
We currently have numerous patents in effect which relate to the technology and components of the MRI scanners. We believe that these patents, and the know-how we have developed, are material to our business.
Dr. Damadian granted Fonar an exclusive world-wide license, to make, use and sell apparatus covered by certain domestic and foreign patents in his name relating to MRI technology. No patents covered by this license are in effect any longer.
One of the patents, issued in the name of Dr. Damadian and covered by said license, was United States patent No. 3,789,832, Apparatus and Method for Detecting Cancer in Tissue, also referred to as the "1974 Patent". The development of the Beta(TM) 3000 was based upon the 1974 Patent, and we believe that the 1974 Patent was the first of its kind to utilize MR to scan the human body and to detect cancer. The 1974 Patent was extended beyond its original 17-year term and expired in February, 1992.
We have significantly enhanced our patent position within the industry and now possesses a substantial patent portfolio which provides us, under the aegis of United States patent law, "the exclusive right to make, use and sell" many of the scanner features which Fonar pioneered and which are now incorporated in most MRI scanners sold by the industry. The Company has 134 patents issued and approximately 90 patents pending. A number of Fonar's existing patents specifically relate to protecting Fonar's position in the high-field iron frame open MRI market. The patents further enhance Dr. Damadian's pioneer patent, the 1974 Patent, that initiated the MRI industry and provided the original invention of MRI scanning. The 134 issued patents extend to various times up to 2025.
We have a license agreement granting us a license to utilize the MRI technology covered by the existing patent portfolio of a patent holding company. We also have patent cross-licensing agreements with other MRI manufacturers.
PRODUCT COMPETITION
MRI SCANNERS
A majority of the MRI scanners in use in hospitals and outpatient facilities and at mobile sites in the United States are based on high field air core magnet technology while the balance are based on open iron frame magnet technology. Fonar's open iron frame MRI scanners are competing principally with high-field air core scanners. Fonar's open MRI scanners, however, utilizing a 6,000 gauss or 0.6 Tesla field strength, iron core electromagnet, were the first "open" MR scanners at high field strength.
Fonar believes that its MRI scanners have significant advantages as compared to the high-field air core scanners of its competitors. These advantages include:
1. There is no expansive fringe magnetic field. High field air core scanners require a more expensive shielded room than is required for the iron frame scanners. The shielded room required for the iron frame scanners is intended to prevent interference from external radio frequencies.
2. They are more open and quiet.
3. They can scan the trauma victim, the cardiac arrest patient, the respirator-supported patient, and premature and newborn babies. This is not possible with high- field air core scanners because their magnetic field interferes with conventional life-support equipment.
The principal competitive disadvantage of our products is that they are not "high field strength", 1.0 Tesla +, magnets. As a general principle, the higher field strength can produce a faster scan. In some parts of the body a faster scan can be traded for a clearer picture. Although we believe that the benefits of "openness" provided by our scanners compensate for the lower field strength, certain customers will still prefer the higher field strength.
Fonar faces competition within the MRI industry from such firms as General Electric Company, Philips N.V., Toshiba Corporation, Hitachi Corporation and Siemens A.G. Most competitors have marketing and financial resources more substantial than those available to us. They have in the past, and may in the future, heavily discount the sales price of their scanners. Such competitors sell both high field air core and iron frame products. Based on the Frost and Sullivan data contained in their publication, Fonar had a 10% market share in the low-field segment of the 2005 market in the United States. It should be noted that although Frost and Sullivan define .6 Tela (the field strength of Fonar's magnets) as "low-field", the market place generally and Fonar define it as "mid-field" and in the category of open MRI scanners, Fonar's .6 Tesla magnets are among the highest field strength open magnets. Fonar introduced the first "Open MRI" in 1980. "Open MRI" was made possible by Fonar's introduction of an MRI magnet built on an iron frame. Thus the magnetic flux generating apparatus of the magnet, magnet coils or permanent magnet bricks, was built into a frame of steel. The steel frame provided a return path for the magnetic lines of force and thereby kept the magnetic lines of force contained within the magnet. This enabled Fonar, from 1980 on, to show that the Fonar magnet was the only magnet that allowed the patients to stretch out their arms, the only "open" MRI.
The iron frame, because it could control the magnetic lines of force and place them where wanted and remove them from where not wanted, such as in the Fonar 360(TM) where physicians and staff are standing, provide a much more versatile magnet design than is possible with air core magnets. Air core magnets contain no iron but consist entirely of turns of current carrying wire.
For an 11 year period from 1983-1994, Fonar's large competitors, with one exception, generally rejected Fonar's "open" design but by now all have added the iron frame "open" magnet to their MRI product lines. One reason for this market shift, in addition to patient claustrophobia, is the awareness that the open magnet designs permit access to the patient to perform MRI guided procedures, a field which is now growing rapidly and is called "interventional MRI."
The Fonar 360(TM) scanner explicitly addresses this growing market reception of MRI guided interventions, and the first of these scanners was sold to a hospital in England. Fonar's Upright(TM) magnet also addresses the growing market reception of MRI guided interventions. Although not enabling a full interventional theater as the Fonar 360(TM) does, the iron frame Upright(TM) MRI design permits ready access to the patient and enables a wide range of interventional procedures such as biopsies and needle or catheter delivered therapies to be performed under MRI image guidance. The "tunnel" air core superconductive scanners do not permit access to the patient while the patient is inside the scanner.
Fonar expects to be a leader in domestic open MRI market for several reasons. In MRI, scanning speed and image quality is controlled by the strength of the magnetic field. Fonar's Upright(TM) and Fonar 360(TM) scanners operate at 0.6 Tesla, which make them among the highest field strength open MRI scanners. Furthermore, the Upright(TM) MRI is the only MRI which allows patients to be scanned under weight-bearing conditions. High field MRI manufacturers convinced the marketplace for Fonar, and the marketplace accepts, that higher field strength translates directly into superior image quality and faster scanning speeds. No companies possess the Upright(TM) MRI or Fonar 360(TM) scanners, and Fonar possesses the pioneer patents on "open MRI" technology.
OTHER IMAGING MODALITIES
Fonar's MRI scanners also compete with other diagnostic imaging systems, all of which are based upon the ability of energy waves to penetrate human tissue and to be detected by either photographic film or electronic devices for presentation of an image on a television monitor. Three different kinds of energy waves - X-ray, gamma and sound - are used in medical imaging techniques which compete with MRI medical scanning, the first two of which involve exposing the patient to potentially harmful radiation. These other imaging modalities compete with MRI products on the basis of specific applications.
X-rays are the most common energy source used in imaging the body and are employed in three imaging modalities:
1. Conventional X-ray systems, the oldest method of imaging, are typically used to image bones and teeth. The image resolution of adjacent structures that have high contrast, such as bone adjacent to soft tissue, is excellent, while the discrimination between soft tissue organs is poor because of the nearly equivalent penetration of x-rays.
2. Computerized Tomography, also referred to as "CT", systems couple computers to x-ray instruments to produce cross-sectional images of particular large organs or areas of the body. The CT scanner addresses the need for images, not available by conventional radiography, that display anatomic relationships spatially. However, CT images are generally limited to the transverse plane and cannot readily be obtained in the two other planes, sagittal and coronal. Improved picture resolution is available at the expense of increased exposure to x-rays from multiple projections. Furthermore, the pictures obtained by this method are computer reconstructions of a series of projections and, once diseased tissue has been detected, CT scanning cannot be focused for more detailed pictorial analysis or obtain a chemical analysis.
3. Digital radiography systems add computer image processing capability to conventional x-ray systems. Digital radiography can be used in a number of diagnostic procedures which provide continuous imaging of a particular area with enhanced image quality and reduced patient exposure to radiation.
Nuclear medicine systems, which are based upon the detection of gamma radiation generated by radioactive pharmaceuticals introduced into the body, are used to provide information concerning soft tissue and internal body organs and particularly to examine organ function over time.
Ultrasound systems emit, detect and process high frequency sound waves reflected from organ boundaries and tissue interfaces to generate images of soft tissue and internal body organs. Although the images are substantially less detailed than those obtainable with x-ray methods, ultrasound is generally considered harmless and therefore has found particular use in imaging the pregnant uterus.
X-ray machines, ultrasound machines, digital radiography systems and nuclear medicine compete with the MRI scanners by offering significantly lower price and space requirements. However, Fonar believes that the quality of the images produced by its MRI scanners is generally superior to the quality of the images produced by those other methodologies.
GOVERNMENT REGULATION
FDA Regulation
The Food and Drug Administration in accordance with Title 21 of the Code of Federal Regulations regulates the manufacturing and marketing of Fonar's MRI scanners. The regulations can be classified as either pre-market or post-market. The pre-market requirements include obtaining marketing clearance, proper device labeling, establishment registration and device listing. Once the products are on the market, Fonar must comply with post-market surveillance controls. These requirements include the Quality Systems Regulation, or "QSR", also known as Current Good Manufacturing Practices or CGMPs, and Medical Device Reporting, also referred to as MDR regulations. The QSR is a quality assurance requirement that covers the design, packaging, labeling and manufacturing of a medical device. The MDR regulation is an adverse event-reporting program.
Classes of Products
Under the Medical Device Amendments of 1976 to the Federal Food, Drug and Cosmetic Act, all medical devices are classified by the FDA into one of three classes. A Class I device is subject only to general controls, such as labeling requirements and manufacturing practices; a Class II device must comply with certain performance standards established by the FDA; and a Class III device must obtain pre-market approval from the FDA prior to commercial marketing.
Fonar's products are Class II devices. Class I devices are subject to the least regulatory control. They present minimal potential for harm to the user and are often simpler in design than Class II or Class III devices. Class I devices are subject to "General Controls" as are Class II and Class III devices. General Controls include:
1. Establishment registration of companies which are required to register under 21 CFR Part 807.20, such as manufacturers, distributors, re-packagers and re-labelers.
2. Medical device listing with FDA of devices to be marketed.
3. Manufacturing devices in accordance with the Current Good Manufacturing Practices Quality System Regulation in 21 CFR Part 820.
4. Labeling devices in accordance with labeling regulations in 21 CFR Part 801 or 809.
5. Submission of a Premarket Notification, pursuant to 510(k), before marketing a device.
Class II devices are those for which general controls alone are insufficient to assure safety and effectiveness, and existing methods are available to provide such assurances. In addition to complying with general controls, Class II devices are also subject to special controls. Special controls may include special labeling requirements, guidance documents, mandatory performance standards and post-market surveillance.
We received approval to market our Beta(TM) 3000 and Beta(TM) 3000M scanners as Class III devices on September 26, 1984 and November 12, 1985. On July 28, 1988, the Magnetic Resonance Diagnostic Device which includes MR Imaging and MR Spectroscopy was reclassified by the FDA to Class II status. Consequently, Fonar's products are now classified as Class II products. On July 26, 1991, Fonar received FDA clearance to market the Ultimate(TM) Magnetic Resonance Imaging Scanner as a Class II device. Fonar received FDA clearance to market the QUAD(TM) 7000 in April 1995 and the QUAD(TM) 12000 in November 1995. On March 16, 2000, Fonar received FDA clearance to market the Fonar 360(TM) for diagnostic imaging, the Open Sky(TM) version, and on October 3, 2000 received FDA clearance for the Upright(TM) MRI.
Premarketing Submission
Each person who wants to market Class I, II and some III devices intended for human use in the U.S. must submit a 510(k) to FDA at least 90 days before marketing unless the device is exempt from 510(k) requirements. A 510(k) is a pre-marketing submission made to FDA to demonstrate that the device to be marketed is as safe and effective, that is, substantially equivalent, SE, to a legally marketed device that is not subject to pre-market approval, PMA. Applicants must compare their 510(k) device to one or more similar devices currently on the U.S. market and make and support their substantial equivalency claims.
The FDA is committed to a 90-day clearance after submission of a 510(k), provided the 510(k) is complete and there is no need to submit additional information or data.
The 510(k) is essentially a brief statement and description of the product. As Fonar's scanner products are Class II products, there are no pre-market data requirements and the process is neither lengthy nor expensive.
An investigational device exemption, also referred to as IDE, allows the investigational device to be used in a clinical study pending FDA clearance in order to collect safety and effectiveness data required to support the Premarket Approval, also referred to as PMA, application or a Premarket Notification pursuant to 510(k), submission to the FDA. Clinical studies are most often conducted to support a PMA.
For the most part, however, we have not found it necessary to utilize IDE's. The standard 90 day clearance for our new MRI scanner products classified as Class II products makes the IDE unnecessary, particularly in view of the time and effort involved in compiling the information necessary to support an IDE.
Quality System Regulation
The Quality Management System is applicable to the design, manufacture, administration of installation and servicing of magnetic resonance imaging scanner systems. The FDA has authority to conduct detailed inspections of manufacturing plants, to establish Good Manufacturing Practices which must be followed in the manufacture of medical devices, to require periodic reporting of product defects and to prohibit the exportation of medical devices that do not comply with the law.
Medical Device Reporting Regulation
Manufacturers must report all MDR reportable events to the FDA. Each manufacturer must review and evaluate all complaints to determine whether the complaint represents an event which is required to be reported to FDA. Section 820.3(b) of the Quality Systems regulation defines a complaint as, "any written, electronic or oral communication that alleges deficiencies related to the identity, quality, durability, reliability, safety, effectiveness, or performance of a device after it is released for distribution."
A report is required when a manufacturer becomes aware of information that reasonably suggests that one of their marketed devices has or may have caused or contributed to a death, serious injury, or has malfunctioned and that the device or a similar device marketed by the manufacturer would be likely to cause or contribute to a death or serious injury if the malfunction were to recur.
Malfunctions are not reportable if they are not likely to result in a death, serious injury or other significant adverse event experience.
A malfunction which is or can be corrected during routine service or device maintenance still must be reported if the recurrence of the malfunction is likely to cause or contribute to a death or serious injury if it were to recur.
We have established and maintained written procedures for implementation of the MDR regulation. These procedures include internal systems that:
provide for timely and effective identification, communication and evaluation of adverse events;
provide a standardized review process and procedures for determining whether or not an event is reportable; and
provide procedures to insure the timely transmission of complete reports.
These procedures also include documentation and record keeping requirements for:
information that was evaluated to determine if an event was reportable;
all medical device reports and information submitted to the FDA;
any information that was evaluated during preparation of annual certification reports; and
systems that ensure access to information that facilitates timely follow up and inspection by FDA.
FDA Enforcement
FDA may take the following actions to enforce the MDR regulation:
FDA-Initiated or Voluntary Recalls
Recalls are regulatory actions that remove a hazardous, potentially hazardous, or a misbranded product from the marketplace. Recalls are also used to convey additional information to the user concerning the safe use of the product. Either FDA or the manufacturer can initiate recalls.
There are three classifications, i.e., I, II, or III, assigned by the Food and Drug Administration to a particular product recall to indicate the relative degree of health hazard presented by the product being recalled.
Class I
Is a situation in which there is a reasonable probability that the use of, or exposure to, a violative product will cause serious adverse health consequences or death.
Class II
Is a situation in which use of, or exposure to, a violative product may cause temporary or medically reversible adverse health consequences or where the probability of serious adverse health consequences is remote.
Class III
Is a situation in which use of, or exposure to, a violative product is not likely to cause adverse health consequences.
Fonar has initiated four voluntary recalls. Three of the recalls were Class II and one was Class III. The recalls involved making minor corrections to the product in the field. Frequently, corrections which are made at the site of the device are called field corrections as opposed to recalls.
Civil Money Penalties
The FDA, after an appropriate hearing, may impose civil money penalties for violations of the FD&C Act that relate to medical devices. In determining the amount of a civil penalty, FDA will take into account the nature, circumstances, extent, and gravity of the violations, the violator's ability to pay, the effect on the violator's ability to continue to do business, and any history of prior violations. The civil money penalty may not exceed $15,000 for each violation and may not exceed $1,000,000 for all violations adjudicated in a single proceeding, per person.
Warning Letters
FDA issues written communications to a firm, indicating that the firm may incur more severe sanctions if the violations described in the letter are not corrected. Warning letters are issued to cause prompt correction of violations that pose a hazard to health or that involve economic deception. The FDA generally issues the letters before pursuing more severe sanctions.
Seizure
A seizure is a civil court action against a specific quantity of goods which enables the FDA to remove these goods from commercial channels. After seizure, no one may tamper with the goods except by permission of the court. The court usually gives the owner or claimant of the seized merchandise approximately 30 days to decide a course of action. If they take no action, the court will recommend disposal of the goods. If the owner decides to contest the government's charges, the court will schedule the case for trial. A third option allows the owner of the goods to request permission of the court to bring the goods into compliance with the law. The owner of the goods is required to provide a bond or, security deposit, to assure that they will perform the orders of the court, and the owner must pay for FDA supervision of any activities by the company to bring the goods into compliance.
Citation
A citation is a formal warning to a firm of intent to prosecute the firm if violations of the FD&C Act are not corrected. It provides the firm an opportunity to convince FDA not to prosecute.
Injunction
An injunction is a civil action filed by FDA against an individual or company. Usually, FDA files an injunction to stop a company from continuing to manufacture, package or distribute products that are in violation of the law.
Prosecution
Prosecution is a criminal action filed by FDA against a company or individual charging violation of the law for past practices.
Foreign and Export Regulation
We obtain approvals as necessary in connection with the sales of our products in foreign countries. In some cases, FDA approval has been sufficient for foreign sales as well. Our standard practice has been to require either the distributor or the customer to obtain any such foreign approvals or licenses which may be required.
Legally marketed devices that comply with the requirements of the Food Drug & Cosmetic Act require a Certificate to Foreign Government issued by the FDA for export. Other devices that do not meet the requirements of the FD&C Act but comply with the laws of a foreign government require a Certificate of Exportability issued by the FDA. All products which we sell have FDA clearance and would fall into the first category.
Foreign governments have differing requirements concerning the import of medical devices into their respective jurisdictions. The European Union, also referred to as EU, made up of 27 individual countries, has some essential requirements described in the EU's Medical Device Directive, also referred to as MDD. In order to export to one of these countries, we must meet the essential requirements of the MDD and any additional requirements of the importing country. The essential requirements are similar to some of the requirements mandated by the FDA. In addition the MDD requires that we enlist a Notified Body to examine and assess our documentation, a Technical Construction File, and verify that the product has been manufactured in conformity with the documentation. The notified body must carry out or arrange for the inspections and tests necessary to verify that the product complies with the essential requirements of the MDD, including safety performance and Electromagnetic Compatibility, also referred to as EMC. Also required is a Quality System, ISO-9001, assessment by the Notified Body. We were approved for ISO 9001 certification for its Quality Management System in April, 1999.
We received clearance to sell the QUAD(TM) scanners in the EU in May, 1999. Clearances for the Fonar 360(TM) and Upright(TM) MRI scanners were obtained in May, 2002.
Other countries such as China and Russia require that their own testing laboratories perform an evaluation of our devices. This requires that we must bring the foreign agency's personnel to the USA to perform the evaluation at our expense before exporting.
Some countries, including many in Latin America and Africa, have very few regulatory requirements.
Because our export sales are not material at this point, foreign regulation does not have a material effect on us. In any case, we do not believe that foreign regulation will deter its efforts to penetrate foreign markets.
Reimbursement to Medical Providers for MRI Scans
Effective November 22, 1985, the Department of Health and Human Services authorized reimbursement of MRI scans under the Federal Medicare program. In addition, most private insurance companies have authorized reimbursement for MRI scans.
Anti-Kickback and Self-Referral Legislation
Proposed and enacted legislation at the State and Federal levels has restricted referrals by physicians to medical and diagnostic centers in which they or their family members have an interest. In addition, regulations have been adopted by the Secretary of Health and Human Services which provide limited "safe harbors" under the Medicare Anti-Kickback Statute. These safe harbors describe payments and transactions which are permitted between an entity receiving reimbursement under the Medicare program and those having an interest in or dealings with the entity. Although the Company cannot predict the overall effect of the adoption of these regulations on the medical equipment industry, the use and continuation of limited partnerships, where investors may be referring physicians, to own and operate MRI scanners could be greatly diminished.
HEALTH MANAGEMENT CORPORATION OF AMERICA PHYSICIAN AND DIAGNOSTIC SERVICES MANAGEMENT BUSINESS
Health Management Corporation of America, formed under the name U.S. Health Management Corporation and referred to as "HMCA", was organized by us in March 1997. HMCA is a wholly-owned subsidiary which engages in the business of providing comprehensive management services to imaging facilities. The services we provide include development, administration, leasing of office space, facilities and medical equipment, provision of supplies, staffing and supervision of non-medical personnel, legal services, accounting, billing and collection and the development and implementation of practice growth and marketing strategies.
HMCA currently manages 12 MRI facilities. In April 2003, HMCA sold the portion of its business which managed primary care medical practices, and in July 2005, HMCA sold the portion of its business engaged in the management of physical therapy and rehabilitation practices. This was the result of HMCA's decision to focus on management of MRI facilities, the business in which HMCA is most experienced. For the 2007 fiscal year, the revenues HMCA recognized from the MRI facilities were $11.9 million. No revenues were recognized from physical therapy and rehabilitation practices. For the 2006 fiscal year, the revenues HMCA recognized from the MRI facilities were $12.7 million and the revenues recognized from the physical therapy and rehabilitation practices were $648,000 for total revenues of $13.3 million. For the fiscal 2005 year, the revenues HMCA recognized from the MRI facilities were $14.0 million and the revenues recognized from the physical and rehabilitation practices were $9.7 million, for total revenues of $23.7 million.
HMCA GROWTH STRATEGY
HMCA's growth strategy focuses on upgrading and expanding the existing facilities it manages and expanding the number of facilities it manages for its clients. Our most important effort in this regard has been to promote and facilitate the replacement of existing MRI scanners with new Fonar Upright(TM) MRI scanners. Presently, we have Upright(TM) MRI scanners at all of the MRI facilities we manage with the exception of the one in Garden City, New York and the one in Dublin, Georgia.
In connection with its focus on managing MRI facilities, HMCA decided to sell its business of managing physical therapy and rehabilitation practices. The sale was completed on July 28, 2005, at the beginning of the 2006 fiscal year.
The sale was made pursuant to an asset purchase agreement. The assets sold consisted principally of the management agreements with the physical therapy and rehabilitation facilities, the assignment of other agreements and rights utilized in our physical therapy and rehabilitation facility management business, the physical therapy equipment, a portion of the accounts receivable and office furnishings and equipment we provided to the physical therapy and rehabilitation facilities.
The sale was made to Health Plus Management Services, L.L.C. There is no material relationship between Health Plus and Fonar, HMCA, or any of their respective subsidiaries, directors or officers or associates of any such person. The two principals of Health Plus were employed by HMCA up to the time of the closing of the transaction. In consideration for the termination of their employment agreements, these two individuals each became entitled to receive $800,000. In addition, each became entitled to receive $200,000 for billing and collection services to be provided on behalf of HMCA with respect to a portion of the accounts receivable of certain physical therapy and rehabilitation facilities which arose during the period when we were engaged in the management of those facilities. The $1,000,000 payable was paid in shares of Fonar common stock.
The purchase price under the asset purchase agreement was $6.6 million, payable pursuant to a promissory note in 120 monthly installments commencing on August 28, 2005. The first twelve installments are interest only and the remaining 108 payments will consist of equal installments of principal and interest in the amount of $76,014 each. The note is subject to prepayment provisions to the extent Health Plus resells all or part of the assets and business or utilizes the assets sold as collateral in any debt financing.
PHYSICIAN AND DIAGNOSTIC MANAGEMENT SERVICES
HMCA's services to the facilities it manages encompass substantially all of their business operations. Each facility is controlled, however, by the physician owner, not HMCA, and all medical services are performed by the physicians and other medical personnel under the physician owner's supervision. HMCA is the management company and performs services of a non-professional nature. These services include:
1. Offices and Equipment. HMCA identifies, negotiates leases for and/or provides office space and equipment to its clients. This includes technologically sophisticated medical equipment. HMCA also provides improvements to leaseholds, assistance in site selection and advice on improving, updating, expanding and adapting to new technology.
2. Personnel. HMCA staffs all the non-medical positions of its clients with its own employees, eliminating the client's need to interview, train and manage non-medical employees. HMCA processes the necessary tax, insurance and other documentation relating to employees.
3. Administrative. HMCA assists in the scheduling of patient appointments, purchasing of medical supplies and equipment and handling of reporting, accounting, processing and filing systems. It prepares and files the physician portions of complex forms to enable its clients to participate in managed care programs and to qualify for insurance reimbursement. We assist the clients to implement programs and procedures to ensure full and timely regulatory compliance and appropriate cost reimbursement under no-fault insurance and workers' compensation guidelines, as well as compliance with other applicable governmental requirements and regulations, including HIPAA and other privacy requirements.
4. Billing and Collections. HMCA is responsible for the billing and collection of revenues from third-party payors including those governed by no-fault and workers' compensation statutes.
5. Cost Saving Programs. Based on available volume discounts, HMCA seeks to obtain favorable pricing for medical supplies, equipment, contrast agents, such as gadolinuim, and other inventory for its clients.
6. Diagnostic Imaging and Ancillary Services. HMCA can offer access to diagnostic imaging equipment through diagnostic imaging facilities it manages. The Company may expand the ancillary services offered in its network to include CT-scans and x-rays, if it is determined that such additions may be useful to clients.
7. Marketing Strategies. HMCA is responsible for developing marketing plans for its clients.
8. Expansion Plans. HMCA assists the clients in developing expansion plans including the opening of new or replacement facilities where appropriate.
HMCA advises clients on all aspects of their businesses, including expansion where it is a reasonable objective, on a continuous basis. HMCA's objective is to free physicians from as many non-medical duties as is practicable. Practices can treat patients more efficiently if the physicians can spend less time on business and administrative matters and more time practicing medicine.
HMCA provides its services pursuant to negotiated contracts with its clients. While HMCA believes it can provide the greatest value to its clients by furnishing the full range of services appropriate to that client, HMCA would also be willing to enter into contracts providing for a more limited spectrum of management services.
The facilities enter into contracts with third party payors, including managed care companies. Neither HMCA's clients nor HMCA participate in any capitated plans or other risk sharing arrangements. Capitated plans are those HMO programs where the provider is paid a flat monthly fee per patient.
In the case of contracts with the MRI facilities, fees were charged by HMCA during fiscal 2007 based on the number of procedures performed. In the case of the physical therapy and rehabilitation practices we previously managed, flat fees were charged on a monthly basis. Fees are subject to adjustment on an annual basis, but must be based on mutual agreement. The per procedure charges to the MRI facilities during fiscal 2007 ranged from $275 to $500 per MRI scan. Commencing in fiscal 2008, however, eight of the MRI facilities will be charged a flat fee, pursuant to the new contracts entered into by HMCA following the sale of said MRI facilities at the end of fiscal 2007 by Dr. Raymond Damadian to Dr. Robert Diamond. Dr. Diamond has been reading scans for HMCA managed facilities for more than seven years.
As of June 22, 2007, Dr. Robert Diamond purchased the stock of the professional corporations owning the eight New York sites managed by HMCA, previously owned by Dr. Raymond V. Damadian, the President, Chairman of the Board and principal stockholder of Fonar. In connection with the sale, new management agreements were substituted for the existing management agreements, providing, however, for the same management services. The fees in fiscal 2008, however, will be flat monthly fees in the aggregate amount of $732,250 per month.
Dr. Damadian still owns the four MRI facilities in Georgia and Florida managed by HMCA. No MRI facilities or other medical facilities are owned by HMCA.
For the purpose of improving the performance of HMCA and the facilities, HMCA entered into an agreement in September, 2007 with Integrity Healthcare Management, Inc., also referred to as "Integrity", which is owned by an unrelated party. Under the terms of the agreement, Integrity will supervise and direct HMCA and the management of the facilities. The existing management agreements between the facilities and HMCA will remain in place. Integrity will receive as compensation an annual fee equal to one-half of the increase in the consolidated cash flow of HMCA and the facilities over the period from July 1, 2006 through June 30, 2007. The term of the agreement is on an automatically renewable year to year basis, but may be terminated by either party without cause at the end of any year.
HMCA MARKETING
HMCA's marketing strategy is to expand the business and improve the facilities which it manages. HMCA will seek to increase the number of locations of those facilities where market conditions are promising and to promote growth of its clients' patient volume and revenue.
DIAGNOSTIC IMAGING FACILITIES AND OTHER ANCILLIARY SERVICES
Diagnostic imaging facilities managed by HMCA provide diagnostic imaging services to patients referred by physicians who are either in private practice or affiliated with managed care providers or other payor groups. The facilities are operated in a manner which eliminates the admission and other administrative inconveniences of in-hospital diagnostic imaging services. Imaging services are performed in an outpatient setting by trained medical technologists under the direction of physicians. Following diagnostic procedures, the images are reviewed by the interpreting physicians who prepare a report of these tests and their findings. These reports are transcribed by HMCA personnel and then delivered to the referring physician.
HMCA develops marketing programs in an effort to establish and maintain profitable referring physician relationships and to maximize reimbursement yields. These marketing approaches identify and target selected market segments consisting of area physicians with certain desirable medical specialties and reimbursement yields. Corporate and facility managers determine these market segments based upon an analysis of competition, imaging demand, medical specialty and payor mix of each referral from the local market. HMCA also directs marketing efforts at managed care providers.
Managed care providers have become an important factor in the diagnostic imaging industry. To further its position, HMCA will seek to expand the imaging modalities offered at its managed diagnostic imaging facilities.
HMCA COMPETITION
The physician and diagnostic management services field is highly competitive. A number of large hospitals have acquired medical practices and this trend may continue. HMCA expects that more competition will develop. Many competitors have greater financial and other resources than HMCA.
With respect to the diagnostic imaging facilities managed by HMCA, the outpatient diagnostic imaging industry is highly competitive. Competition focuses primarily on attracting physician referrals at the local market level and increasing referrals through relationships with managed care organizations. HMCA believes that principal competitors for the diagnostic imaging centers are hospitals and independent or management company-owned imaging centers. Competitive factors include quality and timeliness of test results, ability to develop and maintain relationships with managed care organizations and referring physicians, type and quality of equipment, facility location, convenience of scheduling and availability of patient appointment times. HMCA believes that it will be able to effectively meet the competition in the outpatient diagnostic imaging industry by installing the new Fonar Upright(TM) MRI scanners at its most promising facilities.
GOVERNMENT REGULATION APPLICABLE TO HMCA
FEDERAL REGULATION
Stark Law
Under the federal Self-Referral Law, also referred to as the "Stark Law", which is applicable to Medicare and Medicaid patients, and the self-referral laws of various States, certain health practitioners, including physicians, chiropractors and podiatrists, are prohibited from referring their patients for the provision of designated health services, including diagnostic imaging and physical therapy services, to any entity with which they or their immediate family members have a financial relationship, unless the referral fits within one of the specific exceptions in the statutes or regulations. Statutory exceptions under the Stark Law include, among others, direct physician services, in-office ancillary services rendered within a group practice, space and equipment rental and services rendered to enrollees of certain prepaid health plans. Some of these exceptions are also available under the State self-referral laws. HMCA believes that it and its clients are in compliance with these laws.
Anti-kickback Regulation
Under the federal Anti-kickback statute, which is applicable to Medicare and Medicaid, it is illegal, among other things, for a provider of MRI services to pay or offer money or other consideration to induce the referral of MRI scans. Neither HMCA nor its clients engage in this practice.
In fiscal 2007, approximately 20.1% of the revenues of HMCA's clients were attributable to Medicare and 1.6% were attributable to Medicaid. In fiscal 2006, approximately 18.2% of the revenues of HMCA's clients were attributable to Medicare and 1.1% were attributable to Medicaid. In fiscal 2005, approximately 9.9% of HMCA's revenues were attributable to Medicare and 0.5% were attributable to Medicaid.
State Regulation
In addition to the federal self-referral law and federal Anti-kickback statute, many States, including those in which HMCA and its clients operate, have their own versions of self-referral and anti-kickback laws. These laws are not limited in their applicability, as are the federal laws, to specific programs. HMCA believes that it and its clients are in compliance with these laws.
Various States prohibit business corporations from practicing medicine. Various States also prohibit the sharing of professional fees or fee splitting. Consequently, HMCA leases space and equipment to clients and provides clients with a range of non-medical administrative and managerial services for agreed upon fees. HMCA does not engage in the practice of medicine or establish standards of medical practice or policies for its clients in any State even where permitted.
HMCA's clients generate revenue from patients covered by no-fault insurance and workers' compensation programs. For the fiscal year ended June 30, 2007 approximately 33.1% of our clients' receipts were from patients covered by no-fault insurance and approximately 4.8% of our client's receipts were from patients covered by worker's compensation programs. For the fiscal year ended June 30, 2006, approximately 43% of HMCA's clients' receipts were from patients covered by no-fault insurance and approximately 4.1% of HMCA's clients' receipts were from patients covered by workers compensation programs. For the fiscal year ended June 30, 2005 approximately 59.3% of HMCA's clients' receipts were from patients covered by no-fault insurance and approximately 6.2% of HMCA's clients' receipts were from patients covered by workers compensation programs. In the event that changes in these laws alter the fee structures or methods of providing service, or impose additional or different requirements, HMCA could be required to modify its business practices and services in ways that could be more costly to HMCA or in ways that decrease the revenues which HMCA receives from its clients.
HMCA believes that it and its clients are in compliance with applicable Federal, State and local laws. HMCA does not believe that such laws will have any material effect on its business.
EMPLOYEES
As of July 1, 2007, we employed 370 persons on a full-time and part-time basis. Of such employees, 41 were engaged in marketing and sales, 48 in research and development, 70 in production, 53 in customer support services, 158 in administration, including 65 on site at facilities and offices managed by HMCA and 49 performing billing, collection and transcription services for those facilities.
ITEM 1A.
ITEM 1A. RISK FACTORS
An investment in Fonar is highly speculative and subject to a high degree of risk. Therefore, you should carefully consider the risks discussed below and other information contained in this annual report before deciding to invest in shares of our common stock.
1. In the past we have experienced significant losses and may in the future incur losses.
For the fiscal years ended June 30, 2007 and June 30, 2006, we experienced net losses of $25.5 million and $30.0 million respectively and losses from operations of $25.5 million and $29.7 million, respectively.
As of June 30, 2007, our consolidated balance sheet reflected $1.5 million in cash and cash equivalents and $2.0 million in marketable securities out of total current assets of $23.0 million as compared to $4.6 million in cash and cash equivalents and $4.9 million in marketable securities out of total current assets of $38.9 million as of June 30, 2006, reflecting a decrease in cash, cash equivalents and marketable securities. As of June 30, 2007, we had a working capital deficit of $7.6 million as compared to a working capital surplus of $14.2 million as of June 30, 2006. We believe that we will be able to reduce our operating loss and generate operating income by continuing the marketing of our new MRI scanners, particularly our Upright(TM) MRI scanners.
2. Fonar is dependant on the success of its new products to become profitable.
Our ability to generate future operating profits will depend on our ability to market and sell our MRI products. The Upright(TM) MRI and Fonar 360 MRI scanners have been introduced into the market. Although we are optimistic that these scanners' features will make them competitive, and we perceive that the Upright(TM) MRI is successfully penetrating the market, notwithstanding lower sales in fiscal 2007 and 2006, there can be no assurance as to the degree, timing or continuation of market acceptance of these products. The product we are promoting most vigorously is the Upright(TM) MRI. We believe the Upright(TM) MRI is the most promising because it enables scans to be performed on patients in weight bearing positions, such as sitting, standing or lying at an intermediate angle or in any of the conventional recumbent positions. We sold on Fonar 360 MRI scanner in fiscal 2005.
3. We must compete in a highly competitive market against competitors with greater financial resources than we have.
The medical equipment industry is highly competitive and characterized by rapidly changing technology and extensive research and development. The market demand for a continuing supply of new and improved products requires that we be engaged continuously in research and development. New products also require continuous retooling or at least modifications to our manufacturing facilities, and our sales and marketing force must continuously adjust to new products and product features. This is highly expensive and companies with substantially greater financial resources than we have engage in the marketing of magnetic resonance imaging scanners which compete with the Company's scanners. Competitors include large, multinational companies or their affiliates such as General Electric Company, Siemens A.G., Philips N.V., Toshiba Corporation and Hitachi Corporation. There can be no assurance that Fonar's products will be able to successfully compete with products of its competitors.
4. HMCA's profitability depends on its ability to successfully perform billing and collection services for its clients.
HMCA performs billing and collection services for the facilities it manages. The viability of HMCA's clients and their ability to remit management fees to HMCA depends on HMCA's ability to collect the clients' receivables. Collectibility of these receivables can be adversely affected by the longer payment cycles and rigorous informational requirements of some insurance companies or other third party payors. Proper authorizations, referrals and confirmation of coverage for patients, as well as issues of medical necessity, need to be addressed prior to the rendering of service to assure prompt payment of claims. HMCA believes it is properly addressing billing and collection requirements and issues for its clients and that its collection rates are good. Nevertheless, the regulations and requirements applicable to medical billing and collections could change in the future and result in reduced or delayed collections.
5. The profitability of HMCA could be adversely affected if medical insurance reimbursement rates change.
All HMCA's revenue is now generated from providers of MRI services. Consequently, HMCA would be indirectly affected by changes in medical insurance reimbursement policies, referral patterns, no-fault and workers compensation reimbursement levels and other factors affecting the profitability of an MRI facility. There are currently 12 MRI facilities served by HMCA located in New York, Florida and Georgia. Approximately 33.1% of HMCA's clients' revenues in fiscal 2007, 43% of HMCA's clients' revenues in fiscal 2006 and 59.3% in fiscal 2005 were generated from no-fault claims. Approximately 4.8% of HMCA's clients' revenues were from workers' compensation claims in fiscal 2007 as compared to 4.1% in fiscal 2006 and 6.2% in fiscal 2005. In addition, in fiscal 2007, approximately 20.1% of the revenues of HMCA's clients were attributable to Medicare and 1.6% were attributable to Medicaid. In fiscal 2006, approximately 18.2% of the revenues of HMCA's clients were attributable to Medicare and 1.1% were attributable to Medicaid. In fiscal 2005, approximately 9.9% of the revenues of HMCA's clients were attributable to Medicare and 0.5% were attributable to Medicaid. The Deficit Reduction Act has had a negative but not material effect on the Medicare receipts of HMCA's clients. Future changes in the reimbursement levels for MRI, workers compensation, no fault reimbursement or Medicare, or changes in utilization policies for MRI also could adversely affect the ability of HMCA's clients to pay HMCA's fees. In addition, HMCA depends on the ability of its clients to attract and retain physicians and other professional staff.
6. Professional liability claims against HMCA or its clients may exceed insurance coverage levels.
Although HMCA does not provide medical services, it is possible that a patient suing one of HMCA's MRI facilities would also sue HMCA. All of HMCA's 12 currently managed MRI facilities carry professional liability insurance. In addition, physicians working for HMCA's clients, are required to maintain professional liability insurance in the minimum amount of $1,000,000/$3,000,000. Such insurance would not cover HMCA, which is not insured, and claims in excess of insurance coverage might also have to be satisfied by HMCA if it were named as a defendant.
7. We are dependent upon the services of Dr. Damadian.
Our success is greatly dependent upon the continued participation of Dr. Raymond V. Damadian, Fonar's founder, Chairman of the Board and President. Dr. Damadian has acted as our CEO since 1978 and will continue to do so for the foreseeable future. In addition to providing general supervision and direction, he provides active direction, supervision and management of our sales, marketing and research and development efforts. Loss of the services of Dr. Damadian would have a material adverse effect on our business. We do not have an employment or noncompetition agreement with Dr. Damadian. We do not currently carry "key man" life insurance on Dr. Damadian.
8. Dr. Raymond V. Damadian has voting control of Fonar; the management cannot be changed or the Company sold without his agreement.
Dr. Raymond V. Damadian, the President, Chairman of the Board and principal stockholder of Fonar is and will continue to be in control of Fonar and in a position to elect all of the directors of Fonar. As of September 14, 2007, there were outstanding 4,894,207 shares of common stock, having one vote per share, 158 shares of Class B common stock, having ten votes per share and 382,513 shares of Class C common stock, having 25 votes per share. Of these totals Dr. Damadian owns 120,302 shares of common stock and 382,447 shares of Class C common stock, giving him approximately 67% of the voting power of Fonar's voting stock. This means that the holders of the common stock other than Dr. Damadian will not be able to control decisions concerning any merger or sale of Fonar, the election of directors or the determination of business and management policy.
ITEM 1B.
ITEM 1B. UNRESOLVED STAFF COMMENTS. None
ITEM 2.
ITEM 2. PROPERTIES
Fonar leases approximately 135,240 square feet of office and plant space at its principal offices in Melville, New York and at two other locations in Melville and Farmingdale, New York at a current aggregate annual rental rate of $1,125,158, excluding utilities, taxes and other related expenses. The term of one of the leases includes options to renew up through 2008 and the terms of the other leases extend to 2013. Management believes that these premises are adequate for its current needs. HMCA leases approximately 16,850 square feet for its headquarters in Melville, New York at a current annual rental rate of $467,356. The term of the lease extends through September, 2009. In addition, HMCA maintains leased office premises for its clients having an aggregate annual rental rate of approximately $744,000 under leases having various terms.
ITEM 3.
ITEM 3. LEGAL PROCEEDINGS
There is no material litigation pending, or to its knowledge, threatened against the Company.
ITEM 4.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
On April 16, 2007, we held our annual meeting of stockholders. The matters before the meeting were 1. the election of directors, 2. to consider and act upon a proposal to grant the Board of Directors the authority to amend our certificate of incorporation to effect a reverse stock split of our issued and outstanding Common Stock, Class B Common Stock, Class C Common Stock and Class A Nonvoting Preferred Stock at a specific ratio to be determined by our Board of Directors within a range of one for ten and one for twenty-five, 3. to consider and act upon a proposal to grant the Board of Directors the authority to amend our certificate of incorporation to effect a reverse stock split of our authorized number of shares of Common Stock, Class B Common Stock, Class C Common Stock, Preferred Stock and Class A Nonvoting Preferred Stock at a specific ratio to be determined by our Board of Directors within a range of one for three and one for ten, 4. to ratify the selection of Marcum & Kliegman LLP as the Company's auditors for the fiscal year ended June 30, 2007, 5. to consider and act upon a stockholder proposal to limit certain management compensation, and 6. to transact such other business as may properly come before the meeting.
Following the meeting, effective April 16, 2007 we effected a reverse split of 1:25 for the issued and outstanding shares of all classes of our stock outstanding, and reduced the number of authorized shares of each class at the ratio of 1:5.
The table below lists the votes cast for, against or withheld, as well as abstentions and broker non-votes.
(1) Election of Directors:
FOR WITHHELD ---------- --------- Raymond V. Damadian 337,203,493 9,170,994 Claudette J.V. Chan 338,765,981 7,608,506 Robert J. Janoff 339,918,359 6,456,128 Charles N. O'Data 340,619,481 5,755,007 Robert Djerejian 340,609,356 5,765,131
(2) To grant the Board of Directors the authority to amend our certificate of incorporation to effect a reverse stock split of our issued and outstanding Common Stock, Class B Common Stock, Class C Common Stock and Class A Preferred Stock
FOR AGAINST ABSTAIN BROKER NON-VOTES - ----------- --------- ---------- ---------------- 252,564,221 7,501,483 39,498,471 86,269,284
(3) To grant the Board of Directors the authority to amend our certificate of incorporation to effect a reverse stock split of our authorized number of shares of Common Stock, Class B Common Stock, Class C Common Stock and Class A Non-voting Preferred Stock FOR AGAINST ABSTAIN BROKER NON-VOTES - ----------- ----------- ---------- ---------------- 253,091,115 6,973,109 40,979,203 86,269,284
(4) Ratification of Auditors Marcum & Kliegman LLP FOR AGAINST ABSTAIN BROKER NON-VOTES - ----------- ----------- ---------- ------------------ 342,809,546 2,898,567 66,374,437 0
(5) To limit certain management compensation FOR AGAINST ABSTAIN BROKER NON-VOTES - ----------- ----------- ---------- ---------------- 10,033,145 249,320,533 751,525 86,269,284
(6) To transact such other business as may properly come before the meeting FOR AGAINST ABSTAIN BROKER NON-VOTES - ----------- ----------- ---------- ---------------- 333,610,996 10,964,067 1,799,424 0
Part II
ITEM 5.
ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
Our Common Stock is traded in the Nasdaq SmallCap market under the National Association of Securities Dealers Automated Quotation System, also referred to as "NASDAQ", symbol FONR. The following table sets forth the high and low trades reported in NASDAQ System for the periods shown. The per share high and low bids have been adjusted to take effect of the reverse stock split effective April 16, 2007 for periods prior to that time.
Fiscal Quarter High Low - --------------------- ----- ----- January - March 2005 44.50 29.75 April - June 2005 35.50 28.50 July - September 2005 32.25 25.25 October - December 2005 28.00 16.75 January - March 2006 21.25 14.25 April - June 2006 20.00 6.50 July - September 2006 15.50 8.25 October - December 2006 12.50 9.50 January - March 2007 8.75 5.00 April - June 2007 7.50 4.01 July - September 21 2007 10.00 4.20
On August 30, 2007, we had approximately 4,470 stockholders of record of our Common Stock, 12 stockholders of record of our Class B Common Stock, 4 stockholders of record of our Class C Common Stock and 3,882 stockholders of record of our Class A Non-voting Preferred Stock.
At the present time, the only class of our securities for which there is a market is the Common Stock.
During fiscal 2006 we received notices from NASDAQ that our common stock would be delisted unless the market price recovered and increased for at least ten consecutive trading days to $1.00 per share. Originally the date by which this was required to occur was June 20, 2006, but since Fonar was then in compliance with NASDAQ's other continuing listing requirements, an extension of six months to December 20, 2006 was granted.
Since the market price of Fonar's Common Stock did not recover by said time, Fonar proposed to implement a reverse split of its Common Stock. A hearing was held in February 2007 which resulted in the NASDAQ Hearing Panel's approval of Fonar's plan, which was then presented to Fonar's stockholders at its Annual Meeting. Since the reverse split of all classes of Fonar's stock was effective, Fonar's Common Stock has regained compliance with NASDAQ's minimum price bid requirement. Fonar's Common Stock is the only class of its securities which is listed on NASDAQ.
We paid cash dividends in fiscal 1998 and the first three quarters of fiscal 1999 on monies we received from the enforcement of our patents. Except for these dividends, we have not paid any cash dividends. Except for these dividends, we expect that we will retain earnings to finance the development and expansion of our business.
Item 6.
Item 6. SELECTED FINANCIAL DATA
The following selected consolidated financial data has been extracted from our consolidated financial statements for the five years ended June 30, 2007. This consolidated selected financial data should be read in conjunction with our consolidated financial statements and the related notes included in Item 8 of this form.
(1) Amounts as of and for the year ended June 30, 2003 have been adjusted for the reclassification of discontinued operations.
ITEM 7.
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATION.
INTRODUCTION.
Fonar was formed in 1978 to engage in the business of designing, manufacturing and selling MRI scanners. In 1997, we formed a wholly-owned subsidiary, Health Management Corporation of America, also referred to as "HMCA", formerly known as U.S. Health Management Corporation, in order to expand into the physician and diagnostic management services business.
Fonar's principal MRI products are its Stand-Up(TM)/Upright(TM) MRI and Fonar 360(TM) MRI scanners. The Stand-Up(TM) MRI allows patients to be scanned for the first time under weight-bearing conditions. The Company has been aggressively seeking new sales. The Stand-Up(TM) MRI is the only MRI capable of producing images in the weight bearing state.
In fiscal 2005, we received our first order for a 360(TM) MRI scanner, bringing the total number of orders for our MRI scanners to 31 in fiscal 2005.
At 0.6 Tesla field strength, the Upright(TM) MRI and Fonar 360(TM) magnets are among the highest field open MRI scanners in the industry, offering non-claustrophobic MRI together with high-field image quality. Fonar's open MRI scanners were the first high field strength MRI scanners in the industry.
HMCA commenced operations in July, 1997 and generates revenues from providing comprehensive management services, including development, administration, accounting, billing and collection services, together with office space, medical equipment, supplies and non-medical personnel to its clients. Revenues are in the form of fees which are earned under contracts with MRI facilities and physical rehabilitation practices. Since April 2003, HMCA has not engaged in the management of primary care medical practices. Since July 2005, HMCA has engaged only in the management of MRI facilities, having sold the portion of its business engaged in the management of physical therapy and rehabilitation practices.
For the fiscal years ended June 30, 2007, June 30, 2006, 100% and 95.2%, respectively, of HMCA's revenues were derived from contracts with facilities and practices owned by Dr. Raymond V. Damadian, the President of Fonar and HMCA and principal stockholder of Fonar. The agreements with the MRI facilities are for one-year terms which renew automatically on an annual basis, unless terminated. The fees are based on the number of procedures performed and currently range from $275 to $500 per MRI scan. The fees are reviewed and if appropriate, adjusted on an annual basis by mutual agreement. Commencing with fiscal 2008, the MRI facilities will be charged a flat fee, pursuant to new contracts executed in connection with the sale of the MRI facilities by Dr. Raymond Damadian to Dr. Robert Diamond at the end of fiscal 2007.
Effective as of June 1, 2005 agreements were entered into with new practices with the new owners of the physical therapy and rehabilitation practices who had no affiliation with Dr. Damadian, Fonar or HMCA. These agreements were assigned in connection with the sale of the portion of HMCA's business managing physical therapy and rehabilitation practices. Historically, adjustments were made on the basis of changes in HMCA's costs, plus a percentage of costs. The monthly fees under these contracts with the physical rehabilitation practices ranged from approximately $110,000 to $205,000.
Critical Accounting Policies - ----------------------------
Our discussion and analysis of our financial condition and results of operations are based upon our consolidated financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States of America. The preparation of these consolidated financial statements requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosure of contingent assets and liabilities. On an on-going basis, we evaluate our estimates, including those related to investments, intangible assets, income taxes, contingencies and litigation. We base our estimates on historical experience and on various assumptions that we believe to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions.
We believe the following critical accounting policies affect our more significant judgments and estimates used in the preparation of our consolidated financial statements. We recognize revenue and related costs of revenue from sales contracts for our MRI scanners, under the percentage-of-completion method. Under this method, we recognize revenue and related costs of revenue, as each sub-assembly is completed. Amounts received in advance of our commencement of production are recorded as customer advances.
We record a valuation allowance to reduce our deferred tax assets to the amount that is more likely than not to be realized. As of June 30, 2007, we recorded a valuation allowance which reduced our deferred tax assets to equal our deferred tax liability.
We amortize our intangible assets, including patents, purchased management agreements and capitalized software development costs, over the shorter of the contractual/legal life or the estimated economic life. Our amortization life for patents, purchased management agreements and capitalized software development costs is 15 to 17 years, 20 years and 5 years, respectively.
We periodically assess the recoverability of long-lived assets, including property and equipment, intangibles and management agreements, when there are indications of potential impairment, based on estimates of undiscounted future cash flows. The amount of impairment is calculated by comparing anticipated discounted future cash flows with the carrying value of the related asset. In performing this analysis, management considers such factors as current results, trends, and future prospects, in addition to other economic factors.
RESULTS OF OPERATIONS. FISCAL 2007 COMPARED TO FISCAL 2006
In fiscal 2007, we experienced a net loss of $25.5 million on revenues of $33.2 million, as compared to a net loss of $30.0 million on revenues of $33.1 million for fiscal 2006. This represents an increase in revenues of 0.4%. This was due mostly to increased unrelated party sales and service revenues, which increased by 36.1% and 19.8% respectively. Related party product sales and management fees decreased by 94.9% and 10.7% respectively. In addition, total cost and expenses decreased by 6.6%. We have been reluctant to make drastic cuts to date because we anticipate that our sales results will improve and we will need to have maintained our current capacity. Our consolidated operating results improved by $4.2 million to an operating loss of $25.5 million for fiscal 2007 as compared to an operating loss of $29.7 million for fiscal 2006.
Discussion of Operating Results of Medical Equipment Segment Fiscal 2007 Compared to Fiscal 2006 - ------------------------------------------------------------
Revenues attributable to our medical equipment segment increased by 7.9% to $21.3 million in fiscal 2007 from $19.7 million in fiscal 2006, reflecting an increase in product sales revenues of 1.0%, from $11.1 million in fiscal 2006 to $11.3 million in fiscal 2007, and an increase in service revenue of 16.9%, from $8.6 million in fiscal 2006 to $10.0 million in fiscal 2007. This increase in revenues was attributable to an increase in sales of our Upright(TM) MRI to unrelated parties and increased service revenues. Notwithstanding the decrease in related party sales. We attribute the lower sales volumes in fiscal 2006 and 2007 primarily to a concern on the part of potential customers about MRI scan reimbursements from medical insurance, no-fault insurance, worker's compensation and Federal and State programs, most significantly Medicare and Medicaid. Even in our own management of MRI facilities by HMCA, we have noticed an increasing resistance to paying claims by insurers. Also of concern is the Deficit Reduction Act which is reducing Medicare funding available for MRI imaging.
We anticipate an improvement in our Upright(TM) MRI sales because the Upright(TM) MRI is unique in that it permits MRI scans to be performed on patients upright in the weight-bearing state and in multiple positions that correlate with symptoms. An important event in our ongoing effort to educate both the medical community and payors about the benefits, if not necessity, of utilizing Upright(TM) MRI scanning, occurred subsequent to the end of fiscal 2006 when we sold an Upright(TM) MRI scanner to the largest orthopedic hospital in the Netherlands, St. Maartenskliniek. Upon placing the order, the Chairman of Spine Surgery at St. Maartenskliniek expressed the view that for their hospital to continue to engage in spine surgery without Fonar's Upright(TM) MRI technology, now that it was available was "unacceptable" and that owning the scanner "was not optional, but mandatory". He further stated that "[o]nce our active research program has discovered the benefits of this new Fonar technology for patients, we intend to publish the results in a lot of peer reviewed scientific journals".
In addition, significant progress is being made in developing the Fonar 360(TM) MRI scanner so that it can be used in interventional procedures. At the Oxford-Nuffield site in the United Kingdom, where we installed the first Fonar 360(TM) MRI, Fonar software engineers have completed and installed our 2nd generation tracking software, which is designed to enable the surgeons to insert needles into the patient and accurately advance them under direct visual image guidance to the target tissue, such as a tumor, in order to inject therapeutic agents directly into the tissue.
The increase in service revenue is a result primarily of our increase scanner base, as scanners sold in previous years become service customers after the warranty period expires.
Product sales to unrelated parties increased by 36.1% in fiscal 2007 from $8.2 million in fiscal 2006 to $11.1 million in fiscal 2007. Product sales to related parties decreased by 94.9% in fiscal 2007 from $3.0 million in fiscal 2006 to $152,000 in fiscal 2007.
We believe that one of our principal challenges in achieving greater market penetration is attributable to the better name recognition and larger sales forces of our larger competitors such as General Electric, Siemens, Hitachi, Philips and Toshiba and the ability of some of our competitors to offer attractive financing terms through affiliates, such as G.E. Capital. Nevertheless, no other competitor offers a whole body weight bearing MRI scanner such as the Upright(TM) MRI, and the General Electric Medical Systems division of General Electric acts as a manufacturer's representative for the Stand-Up(TM) MRI.
We believe that our aggregate product sales to unrelated parties of Upright(TM) Scanners shows that we are successfully meeting that challenge.
The operating results for the medical equipment segment improved by $2.5 million from a loss of $24.7 million in fiscal 2006 to a loss of $22.2 million in fiscal 2007. This improvement is attributable most significantly to an increase in service revenue and to an increase in our scanner sales.
We recognized revenues of $11.0 million from the sale of our Upright(TM) MRI scanners in fiscal 2007. In fiscal 2006, we recognized revenues of $10.5 million from the sale of Upright(TM) MRI scanners and $383,589 from the balance due on the sale of our first Fonar 360(TM) MRI scanner in fiscal 2005.
Sales of MRI scanners to related parties, consisting of professional corporations and other entities in which Dr. Damadian or members of his family have an interest, represented approximately 0.5%, or $152,000, of our revenues in fiscal 2007, as compared to 9.0%, or $3.0 million, of our revenues in fiscal 2006. We believe concerns about payor reimbursements adversely affected these sales as well as sales to unrelated parties.
We had no license and royalty revenue in fiscal 2007 or in fiscal 2006.
Research and development expenses, net of capitalized costs, decreased by 17.1% to $5.7 million in fiscal 2007 as compared to $6.9 million in fiscal 2006. Our expenses for fiscal 2007 represented continued research and development of Fonar's scanners, Fonar's new hardware and software product, Sympulse(TM) and new surface coils to be used with the Stand-Up(TM) MRI scanner.
Discussion of Operating Results of Physician and Diagnostic Services Management Segment. Fiscal 2007 Compared to Fiscal 2006 - --------------------------------------------------------------------------------
Revenues attributable to the Company's physician and diagnostic services management segment, HMCA, decreased by 10.7% to $11.9 million in fiscal 2007 from $13.4 million in fiscal 2006. The decrease in revenues reflected decreases resulting from sale of HMCA's physical therapy and rehabilitation facility management business and delayed collections. HMCA manages only MRI facilities. Presently, ten of the 12 MRI facilities managed by HMCA have Upright(TM) MRI scanners and additional upgrades are planned.
Cost of revenues as a percentage of the related revenues for our physician and diagnostic services management segment increased from $9.4 million or 70.4% of related revenues for the year ended June 30, 2006 to $9.0 million, or 75.2% of related revenue for the year ended June 30, 2007. This resulted from our inability to benefit from reduced costs per scanner that would have resulted if there had been a higher volume of sales in fiscal 2007.
Operating results of this segment declined from an operating loss of $5.0 million in fiscal 2006 to operating loss of $3.2 million in fiscal 2007. We attribute the decline to HMCA's sale of its physical therapy and rehabilitation facility management business.
Discussion of Certain Consolidated Results of Operations Fiscal 2007 Compared to Fiscal 2006 - --------------------------------------------------------
Interest income and interest expense remained fairly constant in 2007 compared to 2006. We recognized interest income of $819,637 in 2007 as compared to $809,691 in fiscal 2006, representing an increase of 1.2%.
Interest expense of $279,912 was recognized in fiscal 2007, as compared to $281,903 in fiscal 2006, representing a decrease of 0.7%.
Notwithstanding that revenue increased by .4%, selling, general and administrative expenses, exclusive of compensatory element of stock issuances, increased by .9% to $24.2 million in fiscal 2007 from $24.0 million in fiscal 2006.
The decrease in compensatory element of stock issuances from approximately $1.9 million in fiscal 2006 to $121,000 in fiscal 2007 reflected the highly reduced use of Fonar's stock bonus plans to pay certain highly compensated employees and others in stock rather than in cash.
The higher provision for bad debt of $2.0 million in fiscal 2007 as compared to $1.5 million in fiscal 2006, reflected an increase in reserves of certain indebtedness by our physician and diagnostic services management segment.
We are enthusiastic about the future of our Upright(TM) MRI and Fonar 360(TM) scanners which bring a new plateau of openness to diagnostic MRI and are expected to bring a new frontier in performing MRI guided intervention. We believe our new products have begun to successfully penetrate the market, as reflected in the dramatic increase in product sales from approximately $6.1 million in fiscal 2001 to $11.6 million in fiscal 2002, to $24.9 million in fiscal 2003, to $43.0 million in fiscal 2004 and to $73.1 million in fiscal 2005, notwithstanding lower revenues of 11.1 million in fiscal 2006 and $11.3 million in fiscal 2007. In addition to our success with our Upright(TM) MRI, we received an order for our first Fonar 360(TM) in the first quarter of fiscal 2005.
Service and repair fees also have steadily increased, as reflected by the increase in service and repair fees from $2.2 million in fiscal 2002 to $2.5 million in fiscal 2003 to $3.2 million in fiscal 2004 to $5.8 million in fiscal 2005 to $8.6 million in fiscal 2006 and to $10.0 million in fiscal 2007.
Continuing our tradition as the originator of MRI, we remain committed to maintaining our position as a leading innovator of the industry through aggressive investing in research and development. In fiscal 2007 we continued our investment in the development of our new MRI scanners, together with software and upgrades, with an investment of $6,328,265 in research and development, $636,167 of which was capitalized, as compared to $7,581,898, $714,253 of which was capitalized, in fiscal 2006. The research and development expenditures were approximately 29.8% of revenues attributable to our medical equipment segment, and 19.1% of total revenues, in 2007 and 38.5% of medical equipment segment revenues, and 22.9% of total revenues in fiscal 2006. This represented a 17.1% decrease in research and development expenditures in fiscal 2007 as compared to fiscal 2006.
In summary, Fonar's trend of steadily increasing MRI scanner sales, most dramatically the increase in Upright(TM) MRI scanner sales revenues from fiscal 2001 through fiscal 2005, experienced a setback in fiscal 2006 and 2007. We anticipate that scanner sales revenues will improve due to the unique capability of the Upright(TM) MRI scanner to scan patients in weight-bearing positions and future sales of the Fonar 360(TM) for image guided interventional procedures and treatments. Service revenues have increased over the past five fiscal years.
The physician and diagnostic services management segment, HMCA, revenues decreased, from $23.6 million in fiscal 2005 to $13.4 in fiscal 2006 and then to $11.9 million in fiscal 2007. This is primarily attributable to the sale of HMCA's physical therapy and rehabilitation facility management business, which had generated revenues of $9.7 million in fiscal 2005.
We have been taking steps to improve HMCA revenues by closing unprofitable facilities and continuing our program of replacing the MRI scanners at the MRI facilities we manage with Upright(TM) MRI scanners and opening new facilities equipped with Upright(TM) MRI scanners.
Marketing expenditures are likely to increase, as the Company continues its efforts to promote sales.
In the beginning of fiscal 2006, in July of 2005, HMCA sold the portion of its business engaged in the management of physical therapy and rehabilitation facilities to Health Plus Management Services, L.L.C. for a purchase price of $6.6 million, payable pursuant to a promissory note payable in 120 monthly installments.
The first twelve installments are interest only and the remaining 108 payments will consist of equal installments of principal and interest in the amount of $76,014 each. The note is secured by a first lien on all of the assets of Health Plus, including its accounts receivable. The note is subject to prepayment provisions to the extent Health Plus resells all or part of the assets and business or utilizes the assets sold as collateral in any debt financing.
HMCA had recognized revenue from the management of physical therapy and rehabilitation facilities of approximately $9.7 million during both fiscal 2005 and 2004, but only $648,000 in fiscal 2006 due to the sale of this portion of HMCA's business in July, 2005. In 2007, HMCA received no revenue from the physical therapy and rehabilitation business. HMCA recognized a diminimus loss during the quarter ended September 30, 2005. In addition, HMCA recorded a one time charge to earnings during the quarter ended September 30, 2005 of $1.6 million related to the termination of the employment contracts of the two principal individuals involved in the management of the physical therapy and rehabilitation facilities.
RESULTS OF OPERATIONS. FISCAL 2006 COMPARED TO FISCAL 2005
In fiscal 2006, we experienced net loss of $30.0 million on revenues of $33.1 million, as compared to income of $1.0 million on revenues of $104.9 million for fiscal 2005. This represented a decrease in revenues of 68.5%. This was due mostly to decreased product sales and management fees. In addition, notwithstanding decreased revenues, total cost and expenses decreased by only 39.2%. We were reluctant to make drastic cuts because we anticipated that our sales results would improve and we wanted to maintain our manufacturing capacity. Our consolidated operating results decreased by $31.4 million to an operating loss of $29.7 million for fiscal 2006 as compared to an operating income of $1.7 million for fiscal 2005.
Discussion of Operating Results of Medical Equipment Segment Fiscal 2006 Compared to Fiscal 2005 - ------------------------------------------------------------
Revenues attributable to our medical equipment segment decreased by 75.7% to $19.7 million in fiscal 2006 from $81.3 million in fiscal 2005, reflecting a decrease in product sales revenues of 84.8%, from $73.1 million in fiscal 2005 to $11.1 million in fiscal 2006 offset by an increase in service revenue of 47.7%, from $5.8 million in fiscal 2005 to $8.6 million in fiscal 2006. This decline in revenues was attributable to a reduction in sales of our Upright(TM) MRI. The increase in service revenue was a result primarily of our increased scanner base, as scanners sold in previous years became service customers after the warranty period expired.
Product sales to unrelated parties decreased by 87.8% in fiscal 2006 from $66.9 million in fiscal 2005 to $8.2 million in fiscal 2006. Product sales to related parties decreased by 52.0% in fiscal 2006 from $6.2 million in fiscal 2005 to $3.0 million in fiscal 2006. Nevertheless, no other competitor offers a whole body weight bearing MRI scanner such as the Upright(TM) MRI, and the General Electric Medical Systems division of General Electric acts as a manufacturer's representative for the Upright(TM) MRI.
The operating results for the medical equipment segment declined by $25.5 million from an income of $752,000 in fiscal 2005 to a loss of $24.7 million in fiscal 2006. This improvement was attributable to our continuing increase in recognition of revenues on our scanner sales.
We recognized revenues of $10.5 million from the sale of our Upright(TM) MRI scanners and the balance of $383,589 from the sale of our first Fonar 360(TM) MRI scanner in fiscal 2006. In fiscal 2005, we recognized revenues of $71.7 million from the sale of Upright(TM) MRI scanners and $764,031 from the sale of our first Fonar 360(TM) MRI Scanner.
Sales of MRI scanners to related parties, consisting of professional corporations and other entities in which Dr. Damadian or members of his family have an interest represented approximately 9.0%, or $3.0 million, of our revenues in fiscal 2006, as compared to 5.9%, or $6.2 million, of our revenues in fiscal 2005.
License and royalty revenue declined to $0.0 in fiscal 2006 from approximately $2.3 million in fiscal 2005.
Research and development expenses, net of capitalized costs, increased by 14.3% to $6.9 million in fiscal 2006 as compared to $6.0 million in fiscal 2005. Our expenses for fiscal 2006 represented continued research and development of Fonar's scanners, Fonar's new hardware and software product, Sympulse(TM) and new surface coils to be used with the Upright(TM) MRI scanner.
Discussion of Operating Results of Physician and Diagnostic Services Management Segment. Fiscal 2006 Compared to Fiscal 2005 - --------------------------------------------------------------------------------
Revenues attributable to the Company's physician and diagnostic services management segment, HMCA, decreased by 43.4% to $13.4 million in fiscal 2006 from $23.6 million in fiscal 2005.
Cost of revenues as a percentage of the related revenues for our physician and diagnostic services management segment decreased from $14.5 million or 61.3% of related revenues for the year ended June 30, 2005 to $9.4 million, or 70.4% of related revenue for the year ended June 30, 2006.
Operating results of this segment declined from operating income of $912,000 in fiscal 2005 to an operating loss of $5.0 million in fiscal 2006. We attribute the decline to HMCA's sale of its physical therapy and rehabilitation facility management business.
Discussion of Certain Consolidated Results of Operations Fiscal 2006 Compared to Fiscal 2005 - --------------------------------------------------------
We recognized interest income of $809,691 in 2006 as compared to $546,648 in fiscal 2005, representing an increase of 48.1%. The increase was attributable primarily to an increase in interest rates on our investments in marketable securities.
Interest expense of $281,903 was recognized in fiscal 2006 increasing from $232,227 in fiscal 2005 and representing a decrease of 21.4%. The increase was attributable primarily to new capital lease obligations.
Notwithstanding that revenue decreased by 68.5%, selling, general and administrative expenses, exclusive of compensatory element of stock issuances, decreased by only 7.9% to $24.0 million in fiscal 2006 from $26.0 million in fiscal 2005. Essentially we declined not to cut payroll and other overhead expenditures since we anticipate that sales will improve and we will be in a better position if we maintain our capacity.
The decrease in compensatory element of stock issuances from approximately $3.1 million in fiscal 2005 to $1.9 million in fiscal 2006 reflected the continued but reduced use of Fonar's stock bonus plans to pay certain highly compensated employees and others in stock rather than in cash.
The higher provision for bad debt of $1.5 million in fiscal 2006 as compared to $164,000 in fiscal 2005, reflected an increase in reserves and write-offs of certain indebtedness by our physician and diagnostic services management segment. This reflected a higher level of concern over the ability of HMCA's clients to pay past management fees due to issues and the settlement of issues with Payors.
Service and repair fees also increased, as reflected by the increase in service and repair fees from $2.0 million in fiscal 2001 to $2.2 million in fiscal 2002 to $2.5 million in fiscal 2003 to $3.2 million in fiscal 2004 to $5.8 million in fiscal 2005 and $8.6 million in fiscal 2006.
In fiscal 2006 we continued our investment in the development of our MRI scanners, together with software and upgrades, with an investment of $7,581,898 in research and development, $714,253 of which was capitalized, as compared to $6,752,755, $745,994 of which was capitalized, in fiscal 2005. The research and development expenditures were approximately 38.5% of revenues attributable to our medical equipment segment, and 22.9% of total revenues, in 2006 and 8.3% of medical equipment segment revenues, and 6.4% of total revenues in fiscal 2005. This represented a 12.3% increase in research and development expenditures in fiscal 2006 as compared to fiscal 2005 and our significantly higher total revenues and medical equipment revenues which resulted from our greater emphasis on marketing and selling.
The physician and diagnostic services management segment, HMCA, revenues decreased from $23.6 million in fiscal 2005 to $13.4 million in fiscal 2006.
HMCA sold the portion of its business engaged in the management of physical therapy and rehabilitation facilities in July of 2005 to Health Plus Management Services, L.L.C. for a purchase price of $6.6 million, payable pursuant to a promissory note in 120 monthly installments.
The first twelve installments are interest only and the remaining 108 payments consist of equal installments of principal and interest in the amount of $76,014 each. The note is secured by a first lien on all of the assets of Health Plus, including its accounts receivable. The note is subject to prepayment provisions to the extent Health Plus resells all or part of the assets and business or utilizes the assets sold as collateral in any debt financing.
HMCA had recognized revenue from the management of physical therapy and rehabilitation facilities of approximately $9.7 million during both 2005 and 2004.
LIQUIDITY AND CAPITAL RESOURCES
Cash, cash equivalents and marketable securities decreased by 63.7% from $9.5 million at June 30, 2006 to $3.4 million at June 30, 2007.
Marketable securities approximated $2.0 million as of June 30, 2007, as compared to $4.9 million as of June 30, 2006. At June 30, 2007, we decreased our investments in U.S. Government obligations from approximately $2.4 million at June 30, 2006 to approximately $539,000, decreased our investments in corporate and government agency bonds from approximately $1.8 million at June 30, 2006 to approximately $1.3 million and decreased our investments in certificates of deposits, notes and equivalents from $575,000 at June 30, 2006 to $96,000.
Cash used in operating activities for fiscal 2007 approximated $3.9 million. Cash used in operating activities was attributable substantially to the net loss of 25.5 million and an increase in customer advances of $4.6 million and an increase in other current liabilities of $1.9 million, offset by a decrease in costs and estimated earnings in excess of billings of $3.0 million and a decrease in inventories of $2.6 million.
Cash provided by investing activities for fiscal 2007 approximated $1.5 million. The principal uses of cash from investing activities were purchases of property and equipment of $433,000, costs of capitalized software development of $636,000 and costs of patents and copyrights of $515,000. The principal source of cash provided by investing activities was the sale of approximately $3.1 million in marketable securities.
Cash used in financing activities for fiscal 2007 approximated $665,000. The principal sources of cash in financing activities were proceeds from the exercise of stock options and warrants of $50,000 and proceeds of $373,000 from sale of stock, offset by the repayment of borrowings and capital lease obligations of $192,000 and distributions to holders of minority interests of $1.1 million.
Total liabilities increased by 21.7% during fiscal 2007, from approximately $26.1 million at June 30, 2006 to approximately $31.8 million at June 30, 2007. The increase in total liabilities reflected principally an increase in billings in excess of costs and estimated earnings on uncompleted contracts of 16.8% from $3.0 million at June 30, 2006 to $3.5 million at June 30, 2007 and a increase in customer advances of 83.7% from $5.5 million at June 30, 2006 to $10.0 million at June 30, 2007, resulting from our increased backlog.
Our obligations and the periods in which they are scheduled to become due are set forth in the following table:
Due in Less Due Due Due than 1 in 1-3 in 4-5 after 5 Obligation Total Year years years years - -------------- ---------- ---------- ---------- ---------- ---------- Long-term debt $ 545,237 $ - $ - $ - $ 545,237
Capital lease Obligation $ 667,965 $ 257,639 $ 369,605 $ 40,721 $ -
Operating leases $6,613,337 $2,336,428 $2,484,909 $ 679,573 $1,112,427 - -------------- ---------- ---------- ---------- ---------- ---------- Total cash Obligations $7,826,539 $2,594,067 $2,854,514 $ 720,294 $1,657,664 ========== ========== ========== ========== ==========
As at June 30, 2007, our obligations included approximately $3.0 million in various state sales taxes.
Our principal source of liquidity has been derived from revenues, as well as cash provided by previous debt and equity financing. Management is expecting this to continue. At June 30, 2007, however, we had a working capital deficit of approximately $7.6 million as compared to a working capital surplus of $14.2 million at June 30, 2006. For the year ended June 30, 2007, we incurred a net loss of $25.5 million, which included non-cash charges of approximately $6.7 million.
In addition, in July 2007, we sold our 50% interest in a consolidated subsidiary and our 20% interest in a non-consolidated subsidiary, and received proceeds of approximately $4.8 million. Management believes we presently have sufficient resources available to fund the business as presently conducted through fiscal 2008.
Although sales levels remained weak in fiscal 2007, we are continuing to focus our efforts on increased advertising and marketing campaigns, and distribution programs to strengthen the demand for our products.
Our business plan includes an aggressive program for manufacturing and selling our open MRI scanners. In addition, we are enhancing our revenue by participating in the physician and diagnostic services management business through our subsidiary, HMCA and are upgrading the facilities which it manages, most significantly by the replacement of existing MRI scanners with new Upright(TM) MRI scanners. Presently, of the 12 MRI facilities managed by HMCA, 10 are equipped with Upright(TM) MRI scanners.
Our business plan also calls for a continuing emphasis on providing our customers with enhanced equipment service and maintenance capabilities and delivering state-of-the-art, innovative and high quality equipment upgrades at competitive prices. Fees for on-going service and maintenance from our installed base of scanners were $8.6 million for the year ended June 30, 2006 and $10.0 million for the year ended June 30, 2007.
Management anticipates that Fonar's capital resources will improve as Fonar's MRI scanner products gain wider market recognition and acceptance resulting in increased product sales.
If we are unable to sufficiently increase sales, then we will experience a shortfall in cash and it will be necessary to reduce overhead expenses, possibly substantially, or seek other sources of funds through the issuance of debt or equity financing in order to maintain sufficient funds available to conduct operations as now conducted subsequent to fiscal 2008.
Capital expenditures for fiscal 2007 approximated $1.6 million and substantially consisted of leasehold improvement costs for new HMCA managed facilities and other equipment, in the amount of $433,000, capitalized software costs of $636,000, and capitalized patent costs of $515,000.
Fonar has not committed to making capital expenditures in the 2008 fiscal year other than its intention to continue research and development expenditures at current levels. We believe that the above mentioned financial resources, anticipated cash flows from operations and potential financing sources, will provide the cash flows needed to achieve the sales, service and production levels necessary to support our operations.
ITEM 7A.
ITEM 7A. QUALITATIVE AND QUANTITATIVE DISCLOSURES ABOUT MARKET RISK
Fonar's investments in fixed rate instruments. None of the fixed rate instruments in which we invest extend beyond June 30, 2011. Below is a tabular presentation of the maturity profile of the fixed rate instruments held by us at June 30, 2007.
INTEREST RATE SENSITIVITY PRINCIPAL AMOUNT BY EXPECTED MATURITY WEIGHTED AVERAGE INTEREST RATE
Date Investments in Fixed Rate Weighted Average Instruments Interest Rate
6/30/08 $ 0 0% 6/30/09 $ 599,250 3.86% 6/30/10 $1,298,812 2.83% 6/30/11 $ 150,000 4.37%
Total: $2,048,062
Fair Value at 6/30/07 $1,944,921
All of our revenue, expense and capital purchasing activities are transacted in United States dollars.
See Note 13 to the consolidated Financial Statements for information on long-term debt.
Item 8.
Item 8.
FINANCIAL STATEMENTS FONAR CORPORATION AND SUBSIDIARIES INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
Page No. -------
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
CONSOLIDATED BALANCE SHEETS At June 30, 2007 and 2006
CONSOLIDATED STATEMENTS OF OPERATIONS For the Three Years Ended June 30, 2007, 2006 and 2005
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY For the Three Years Ended June 30, 2007, 2006 and 2005
CONSOLIDATED STATEMENTS OF CASH FLOWS For the Three Years Ended June 30, 2007, 2006 and 2005
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM -------------------------------------------------------
To the Board of Directors and Stockholders FONAR Corporation and Subsidiaries
We have audited the accompanying consolidated balance sheets of FONAR Corporation and Subsidiaries (the "Company") as of June 30, 2007 and 2006, and the related consolidated statements of operations, stockholders' equity and cash flows for each of the three years in the period ended June 30, 2007. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audits.
We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Company is not required to have, nor were we engaged to perform, an audit of internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the consolidated financial position of FONAR Corporation and Subsidiaries at June 30, 2007 and 2006, and the consolidated results of its operations and its cash flows for each of the three years in the period ended June 30, 2007, in conformity with accounting principles generally accepted in the United States of America.
During each of the three years in the period ended June 30, 2007, a significant portion of the Company's revenues was from related parties.
/s/Marcum & Kliegman LLP
New York, StateNew York September 24, 2007
FONAR CORPORATION AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS
ASSETS ------
June 30, -------------------------- 2007 2006 ------------ ------------
Current Assets: Cash and cash equivalents $ 1,469,821 $4,556,680 Marketable securities 1,979,309 4,937,842 Accounts receivable - net of allowances for doubtful accounts of $1,306,209 and $644,087 at June 30, 2007 and 2006, respectively 3,527,699 3,358,721 Accounts receivable - related parties - net of allowances for doubtful of $646,621 at June 30, 2007 and 2006 444,541 498,875 Medical receivables - net of allowances for doubtful accounts of $190,000 and $0 at June 30, 2007 and 2006, respectively 2,781,014 6,053,007 Management fee receivable - related medical practices - net of allowances for doubtful accounts of $4,203,486 and $3,053,486 at June 30, 2007 and 2006, respectively 6,449,465 7,322,739 Costs and estimated earnings in excess of billings on uncompleted contracts - 2,957,679 Inventories 4,465,924 7,077,059 Investment in sales-type lease - 279,028 Current portion of advances and notes to related medical practices 215,832 89,824 Current portion of note receivable less discount for below market interest 578,823 459,398 Prepaid expenses and other current assets 1,103,349 1,280,648 ---------- ---------- Total Current Assets 23,015,777 38,871,500
Property and Equipment - Net 5,159,085 6,667,420
Advances and Notes to Related Medical Practices - net of allowances for doubtful accounts of $364,791 at June 30, 2007 and 2006 473,822 676,421
Notes Receivable less discount for below market interest 5,527,845 5,718,670
Other Intangible Assets - Net 5,345,445 4,929,483
Other Assets 1,688,201 366,050 ------------ ------------ Total Assets $41,210,175 $57,229,544 ============ ============
See accompanying notes to consolidated financial statements.
FONAR CORPORATION AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS
LIABILITIES ----------- June 30, -------------------------- 2007 2006 ------------ ------------ Current Liabilities: Current portion of long-term debt and Capital leases $ 257,639 $ 233,751 Accounts payable 3,939,797 4,886,681 Other current liabilities 7,755,392 6,101,835 Unearned revenue on service contracts 4,606,867 4,238,543 Unearned revenue on service contracts - Related parties 460,422 543,757 Customer advances 10,039,072 5,463,891 Customer advances - related party 41,566 41,566 Income taxes payable - 8,088 Billings in excess of costs and estimated earnings on uncompleted contracts 3,480,689 2,978,789 Billings in excess of costs and estimated earnings on uncompleted contracts - related party - 137,409 ------------ ---------- Total Current Liabilities 30,581,444 24,634,310 ------------ ---------- Long-Term Liabilities: Due to related medical practices 92,663 92,663 Long-term debt and capital leases, less current portion 955,563 1,171,943 Other liabilities 150,539 214,971 ------------ ---------- Total Long-Term Liabilities 1,198,765 1,479,577 ------------ ---------- Total Liabilities 31,780,209 26,113,887 ------------ ---------- Commitments, Contingencies and Other Matters
See accompanying notes to consolidated financial statements.
FONAR CORPORATION AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS
STOCKHOLDERS' EQUITY --------------------
June 30, --------------------------- 2007 2006 ------------- -------------
Minority Interest $ 531,938 $ 696,860 ------------- ------------- Stockholders' Equity: Class A non-voting preferred stock - $.0001 par value; authorized - 1,600,000 and 8,000,000 shares at June 30, 2007 and 2006 respectively; issued and outstanding - 313,451 shares at June 30, 2007 and 2006 31 31 Preferred stock - $.001 par value; authorized - 2,000,000 and 10,000,000 shares at June 30, 2007 and 2006 respectively; issued and outstanding - none - - Common stock - $.0001 par value; authorized - 30,000,000 and 150,000,000 shares at June 30, 2007 and 2006 respectively; issued - 4,885,850 and 4,599,804 shares at June 30, 2007 and 2006, respectively; outstanding - 4,874,207 and 4,588,161 shares at June 30, 2007 and 2006, respectively 487 459 Class B common stock (10 votes per share) - $.0001 par value; authorized - 800,000 and 4,000,000 shares at June 30, 2007 and 2006 respectively; shares; issued and outstanding - 158 shares at June 30, 2007 and 2006 - - Class C common stock (25 votes per share) - $.0001 par value; authorized - 2,000,000 and 10,000,000 shares at June 30, 2007 and 2006 respectively; issued and outstanding - 382,513 shares at June 30, 2007 and 2006 38 38 Paid-in capital in excess of par value 172,071,727 168,424,269 Accumulated other comprehensive loss (103,604) (246,080) Accumulated deficit (161,871,507) (136,332,640) Notes receivable from employee stockholders (523,754) (751,890) Treasury stock, at cost - 11,643 shares of common stock at June 30, 2007 and 2006 (675,390) (675,390) ------------- ------------- Total Stockholders' Equity 8,898,028 30,418,797 ------------- ------------- Total Liabilities and Stockholders' Equity $ 41,210,175 $ 57,229,544 ============= =============
See accompanying notes to consolidated financial statements.
FONAR CORPORATION AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF OPERATIONS
For the Years Ended June 30, ----------------------------------------- 2007 2006 2005 ------------ ------------ ------------ Revenues Product sales - net $ 11,103,374 $ 8,161,158 $ 66,918,535 Product sales - related parties - net 152,237 2,983,281 6,210,302 Service and repair fees - net 9,081,043 7,581,674 5,017,478 Service and repair fees - related parties - net 933,335 981,942 780,634 Management and other fees - 647,999 893,419 Management and other fees - related medical practices - net 11,941,943 12,720,275 22,738,176 License fees and royalties - - 2,340,000 ------------ ------------ ------------ Total Revenues - Net 33,211,932 33,076,329 104,898,544 ------------ ------------ ------------ Costs and Expenses Costs related to product sales 12,267,225 9,132,140 43,686,340 Costs related to product sales - related parties 155,618 2,820,472 3,801,424 Costs related to service and repair fees 4,767,790 4,948,870 4,634,486 Costs related to service and repair Fees - related parties 490,026 640,954 721,047 Costs related to management and other fees - 527,392 547,717 Costs related to management and other fees - related medical practices 8,979,821 8,879,688 13,939,841 Research and development 5,692,098 6,867,645 6,006,761 Selling, general and administrative, inclusive of compensatory element of stock issuances of $120,818, $1,895,462, and $3,073,134 for the years ended June 30, 2007, 2006 and 2005, respectively 24,309,803 25,873,719 29,099,756 Provision for bad debts 2,002,122 1,472,635 164,293 Termination costs paid with common stock - 1,600,000 - Amortization of management agreements - 37,300 633,577 ------------ ------------ ------------ Total Costs and Expenses 58,664,503 62,800,815 103,235,242 ------------ ------------ ------------ (Loss) Income from Operations (25,452,571) (29,724,486) 1,663,302
See accompanying notes to consolidated financial statements.
FONAR CORPORATION AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF OPERATIONS
For the Years Ended June 30, ---------------------------------------- 2007 2006 2005 ------------ ------------ ------------ Other Income and (Expenses): Interest expense (279,912) (281,903) (232,277) Investment income 777,628 796,517 522,870 Interest income - related parties 42,009 13,174 23,778 Other income - net 289,929 327,000 152,178 Minority interests in income of partnerships ( 915,950) (1,039,625) (1,051,401) ------------ ------------ ------------ (Loss) Income Before Provision For Income Taxes (25,538,867) (29,909,323) 1,078,450
Provision for Income Taxes - 54,034 64,041 ------------ ------------ ------------ Net (Loss) Income $(25,538,867) $(29,963,357) $ 1,014,409 ============ ============ ============
Net (Loss)Income Available to Common Stockholders $(25,538,867) $(29,963,357) $ 943,768 ============ ============ ============
Basic Net (Loss) Earnings Per Common Share $(5.29) $(6.78) $ 0.23 ====== ====== ======
Diluted Earnings (Loss) Per Common Share $(5.29) $(6.78) $ 0.22 ====== ====== ====== Basic and Diluted (Loss) Earnings Per Share - Common C N/A N/A - ====== ====== ======
See accompanying notes to consolidated financial statements.
FONAR CORPORATION AND SUBSIDIARIES CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY FOR THE YEAR ENDED JUNE 30, 2007
Class A Non-Voting Common Stock Preferred -------------------------- Stock Shares Amount ---------- ------------ ------------ Balance - June 30, 2006 $ 31 4,588,161 $ 459
Net loss - - - Other comprehensive gains, net of tax: Unrealized gains on securities arising during the year, net of tax - - Cash surrender value of life insurance - - - Exercise of stock options - 3,680 - Compensatory element of stock options - - - Stock issued to employees under stock bonus plans - 5,030 - Issuance of stock for goods and services - 227,936 23 Issuance of stock for consulting services - 7,000 1 Sale of stock for cash - 43,600 4 Cancel shares from notes receivable - (1,200) - Payments on notes receivable from employee stockholders - - - ----------- ------------ ------------
Balance - June 30, 2007 $ 31 4,874,207 $ 487 =========== ============ ============
* On April 17, 2007, the Company effected a one-for twenty-five reverse split of its issued and outstanding Common Stock, treasury shares of the Common Stock, the Class B Common Stock, the Class C Common Stock, the Class A Non-Voting Preferred Stock and the Preferred Stock. The accompanying consolidated financial statements, notes and other references to share and per share data have been retroactively restated to reflect the reverse stock splits for all periods presented.
See accompanying notes to consolidated financial statements.
FONAR CORPORATION AND SUBSIDIARIES CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY FOR THE YEAR ENDED JUNE 30, 2007
Paid-in Class B Class C Capital in Common Common Excess of Stock Stock Par Value ----------- ------------ ------------- Shares -----------
Balance - June 30, 2006 158 $ 38 $168,424,269
Net loss
Other comprehensive gains, net of tax: Unrealized gains on securities arising During the year, net of tax Cash surrender value of life insurance - - 1,234,130 Exercise of stock options - - 49,680 Compensatory element of stock options - - 920 Stock issued to employees under stock bonus plans - - 41,698 Issuance of stock for goods and services - - 1,912,375 Issuance of stock for consulting services - - 78,199 Sale of stock for cash - - 372,756
Cancel shares from notes receivable - - (42,300)
Payments on notes receivable from Employee stockholders - - - ----------- ------------ ------------- Balance - June 30, 2007 158 $ 38 $172,071,727 =========== ============ =============
See accompanying notes to consolidated financial statements.
FONAR CORPORATION AND SUBSIDIARIES CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY FOR THE YEAR ENDED JUNE 30, 2007
Notes Receivable Accumulated From Other Treasury Employee Comprehensive Stock Stockholders Loss ----------- ------------ ------------ Balance - June 30, 2006 $ (675,390) $ (751,890) $ (246,080)
Net loss - - - Other comprehensive gains, net of tax: Unrealized gains on securities arising during the year, net of tax - - 142,476 Cash surrender value of life insurance - - - Exercise of stock options - - - Compensatory element of stock options - - - Stock issued to employees under stock bonus plans - - - Issuance of stock for goods and services - - - Issuance of stock for consulting services - - - Sale of stock for cash - - - Cancel shares for notes receivable - 42,300 - Payments on notes receivable from Employee stockholders - 185,836 - ----------- ------------ ------------
Balance - June 30, 2007 $ (675,390) $ (523,754) $ (103,604) =========== ============ ============
See accompanying notes to consolidated financial statements.
FONAR CORPORATION AND SUBSIDIARIES CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY FOR THE YEAR ENDED JUNE 30, 2007
Accumulated Comprehensive Deficit Total Income (Loss) -------------- ------------- -------------
Balance - June 30, 2006 $(136,332,640) $ 30,418,797 $ -
Net loss (25,538,867) (25,538,867) (25,538,867)
Other comprehensive gains, net of tax: Unrealized gains on securities arising during the year, net of tax - 142,476 142,476 Cash surrender value of life insurance - 1,234,130 - Exercise of stock options - 49,680 - Compensatory element of stock options - 920 - Stock issued to employees under stock bonus plans - 41,698 - - Issuance of stock for goods and services - 1,912,398 - Issuance of stock for consulting services - 78,200 - - Sale of stock for cash - 372,760 - - Cancel shares from notes receivable - - - Payments on notes receivable from employee stockholders - 185,836 - - -------------- ------------- ------------- Balance - June 30, 2007 $(161,871,507) $ 8,898,028 $(25,396,391) ============== ============= =============
See accompanying notes to consolidated financial statements.
FONAR CORPORATION AND SUBSIDIARIES CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY FOR THE YEAR ENDED JUNE 30, 2006
Class A Non-Voting Common Stock Preferred -------------------------- Stock Shares Amount ---------- ------------ ------------ Balance - June 30, 2005 $ 31 4,190,078 $ 419
Net loss - - - Other comprehensive loss, net of tax: Unrealized losses on securities arising during the year, net of tax - - - Exercise of stock options - 68,193 7 Compensatory element of stock options - - - Stock issued to employees under Stock bonus plans - 117,202 12 Issuance of stock for goods and services - 190,377 19 Issuance of stock for consulting services - 22,311 2 Payments on notes receivable from employee stockholders - - - ---------- ------------ ------------
Balance - June 30, 2006 $ 31 4,588,161 $ 459 ========== ============ ============
See accompanying notes to consolidated financial statements.
FONAR CORPORATION AND SUBSIDIARIES CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY FOR THE YEAR ENDED JUNE 30, 2006
Paid-in Class B Class C Capital in Common Common Excess of Stock Stock Par Value ----------- ------------ ------------ Shares ----------- Balance - June 30, 2005 158 $ 38 $159,940,597
Net loss
Other comprehensive loss, net of tax: Unrealized losses on securities arising during the year, net of tax Exercise of stock options - - 1,206,906 Compensatory element of stock options - - 109,936 Stock issued to employees under stock bonus plans - - 2,894,293 Issuance of stock for goods and services - - 3,781,319 Issuance of stock for consulting services - - 491,218 Payments on notes receivable from employee stockholders - - - ----------- ------------ ------------
Balance - June 30, 2006 158 $ 38 $168,424,269 =========== ============ ============
See accompanying notes to consolidated financial statements.
FONAR CORPORATION AND SUBSIDIARIES CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY FOR THE YEAR ENDED JUNE 30, 2006
Notes Receivable Accumulated From Other Treasury Employee Comprehensive Stock Stockholders Loss ----------- ------------ ------------ Balance - June 30, 2005 $ (675,390) $ (845,641) $ (182,250)
Net loss - - -
Other comprehensive loss, net of tax: Unrealized losses on securities arising during the year, net of tax - - (63,830) Exercise of stock options - (422,673) - Compensatory element of stock options - - - Stock issued to employees under stock bonus plans - - - Issuance of stock for goods and services - - - Issuance of stock for consulting services - - - Payments on notes receivable from employee stockholders - 516,424 - ----------- ------------ ------------ Balance - June 30, 2006 $ (675,390) $ (751,890) $ (246,080) =========== ============ ============
See accompanying notes to consolidated financial statements.
FONAR CORPORATION AND SUBSIDIARIES CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY FOR THE YEAR ENDED JUNE 30, 2006
Accumulated Comprehensive Deficit Total Income (Loss) -------------- ------------- ------------- Balance - June 30, 2005 $(106,369,283) $ 51,868,521 $ -
Net loss (29,963,357) (29,963,357) (29,963,357)
Other comprehensive loss, net of tax: Unrealized losses on securities arising during the year, net of tax - (63,830) (63,830) Exercise of stock options - 784,240 - Compensatory element of stock options - 109,936 - Stock issued to employees under stock bonus plans - 2,894,305 - Issuance of stock for goods and services - 3,781,338 - Issuance of stock for consulting services - 491,220 - Payments on notes receivable from employee stockholders - 516,424 - -------------- ------------- ------------- Balance - June 30, 2006 $(136,332,640) $ 30,418,797 $(30,027,187) ============== ============= =============
See accompanying notes to consolidated financial statements.
FONAR CORPORATION AND SUBSIDIARIES CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY FOR THE YEAR ENDED JUNE 30, 2005
Class A Non-Voting Common Stock Preferred -------------------------- Stock Shares Amount ---------- ------------ ------------ Balance - June 30, 2004 $ 31 3,936,555 $ 394
Net income - - -
Other comprehensive loss, net of tax: Unrealized losses on securities arising during the year, net of tax - - - Exercise of stock options - 1,979 - Exercise of callable warrants - 10,130 1 Stock issued to employees under stock bonus plans - 76,567 8 Issuance of stock for goods and services - 136,748 14 Issuance of stock for consulting services - 20,932 2 Net reduction in notes receivable from employee stockholders - - - Issuance of stock for notes receivable - employee stockholders - 7,159 - Conversion of Class B common stock - 8 - ---------- ------------ ------------ Balance - June 30, 2005 $ 31 4,190,078 $ 419 ========== ============ ============
See accompanying notes to consolidated financial statements.
FONAR CORPORATION AND SUBSIDIARIES CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY FOR THE YEAR ENDED JUNE 30, 2005
Paid-in Class B Class C Capital in Common Common Excess of Stock Stock Par Value ----------- ------------ ------------ Shares ----------- Balance - June 30, 2004 166 $ 38 $152,101,548
Net income - - -
Other comprehensive loss, net of tax: Unrealized losses on securities arising during the year, net of tax - - - Exercise of stock options - - 54,181 Exercise of callable warrants - - 200,066 Stock issued to employees under stock bonus plans - - 2,448,013 Issuance of stock for goods and services - - 4,288,443 Issuance of stock for consulting services - - 625,111 Net reduction in notes receivable from employee stockholders - - - Issuance of stock for notes receivable - employee stockholders - - 223,235 Conversion of Class B common stock (8) - - ----------- ------------ ------------ Balance - June 30, 2005 158 $ 38 $159,940,597 =========== ============ ============
See accompanying notes to consolidated financial statements.
FONAR CORPORATION AND SUBSIDIARIES CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY FOR THE YEAR ENDED JUNE 30, 2005
Notes Receivable Accumulated From Other Treasury Employee Comprehensive Stock Stockholders Loss ----------- ------------ ------------ Balance - June 30, 2004 $ (675,390) $ (842,634) $ (45,871)
Net income - - -
Other comprehensive loss, net of tax: Unrealized losses on securities arising during the year, net of tax - - (136,379) Exercise of stock options - - - Exercise of callable warrants - - - Stock issued to employees under stock bonus plans - - - Issuance of stock for goods and services - - - Issuance of stock for consulting services - - - Net reduction in notes receivable from employee stockholders - 220,228 - Issuance of stock for notes receivable - employee stockholders - (223,235) - Conversion of Class B common stock - - - ----------- ------------ ------------ Balance - June 30, 2005 $ (675,390) $ (845,641) $ (182,250) =========== ============ ============
See accompanying notes to consolidated financial statements.
FONAR CORPORATION AND SUBSIDIARIES CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY FOR THE YEAR ENDED JUNE 30, 2005
Accumulated Comprehensive Deficit Total Income (Loss) -------------- ------------- ------------- Balance - June 30, 2004 $(107,383,692) $ 43,154,424 $ -
Net income 1,014,409 1,014,409 1,014,409
Other comprehensive loss, net of tax: Unrealized losses on securities arising during the year, net of tax - (136,379) (136,379) Exercise of stock options - 54,181 - Exercise of callable warrants - 200,067 - Stock issued to employees under stock bonus plans - 2,448,021 - Issuance of stock for goods and services - 4,288,457 - Issuance of stock for consulting services - 625,113 - Net reduction in notes receivable from employee stockholders - 220,228 - Issuance of stock for notes receivable - employee stockholders - - - Conversion of Class B common stock - - - -------------- ------------- ------------- Balance - June 30, 2005 $(106,369,283) $ 51,868,521 $ 878,030 ============== ============= =============
See accompanying notes to consolidated financial statements.
FONAR CORPORATION AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS
For the Years Ended June 30, ---------------------------------------- 2007 2006 2005 ------------ ------------ ------------ CASH FLOWS FROM OPERATING ACTIVITIES Net (loss) income $(25,538,867) $(29,963,357) $ 1,014,409 Adjustments to reconcile net (loss) income to net cash used in operating activities: Minority interest in income of partnerships 915,950 1,039,625 1,051,401 Depreciation and amortization 2,675,831 3,286,865 3,991,752 Amortization of unearned license fee - - (2,340,000) Loss from sale of physical medicine management business - 143,598 - Gain on sale of equipment - (2,839) (28,105) Provision for bad debts 2,002,122 1,472,635 164,293 Compensatory element of stock issuances 120,818 3,495,462 3,073,134 Stock issued for costs and expenses 1,912,398 3,781,337 4,288,457 (Increase) decrease in operating assets, net: Accounts, management fee and medical receivable 2,028,501 659,240 (1,592,559) Notes receivable 71,400 22,000 (548,000) Costs and estimated earnings in excess of billings on uncompleted contracts 2,957,679 7,580,484 (8,714,916) Inventories 2,611,135 2,760,731 547,586 Principal payments received on sales-type lease 279,028 173,751 153,412 Prepaid expenses and other current assets 177,299 504,287 (213,385) Other assets (88,021) 39,716 (17,520) Advances and notes to related parties medical practices 76,591 36,986 256,774 Increase (decrease) in operating Liabilities, net: Accounts payable ( 946,884) (3,569,204) 3,100,044 Other current liabilities 1,938,546 (420,720) 3,328,598 Customer advances 4,575,181 3,830,908 (6,125,756) Billings in excess of costs and estimated earnings on uncompleted contracts 364,491 2,661,558 (2,482,265) Other liabilities (64,432) (55,401) (28,544) Due to related medical practices - (35,065) (26,629) Income taxes payable (8,088) (3,146) (14,597) ------------ ------------ ------------ NET CASH USED IN OPERATING ACTIVITIES (3,939,322) (2,560,549) (1,162,416) ------------ ------------ ------------
See accompanying notes to consolidated financial statements.
FONAR CORPORATION AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS
For the Years Ended June 30, ---------------------------------------- 2007 2006 2005 ------------ ------------ ------------ CASH FLOWS FROM INVESTING ACTIVITIES Purchases of marketable securities $ - $ (300,000) $(13,388,404) Sales of marketable securities 3,101,009 4,709,559 14,960,935 Purchases of property and equipment ( 432,721) (2,440,530) (2,204,290) Costs of capitalized software development (636,167) (714,254) (788,321) Proceeds from sale of equipment - 97,466 31,126 Cost of patents and copyrights (514,570) (443,431) (464,104) ------------ ------------ ------------ NET CASH PROVIDED BY (USED IN) INVESTING ACTIVITIES 1,517,551 908,810 (1,853,058) ------------ ------------ ------------ CASH FLOWS FROM FINANCING ACTIVITIES (Repayment of) proceeds from long-term debt - 555,152 (5,500,000) Decrease in restricted cash - - 5,500,000 Repayment of borrowings and capital lease obligations (192,492) (298,671) (444,653) Net proceeds from exercise of Stock options and warrants 49,680 784,240 254,248 Distributions to holders of minority interests (1,080,872) (865,329) (909,859) Net proceeds from sale of stock 372,760 - - Repayment of notes receivable from employee stockholders 185,836 516,424 158,352 ------------ ------------ ------------ NET CASH (USED IN) PROVIDED BY FINANCING ACTIVITIES ( 665,088) 691,816 ( 941,912) ------------ ------------ ------------ NET DECREASE IN CASH AND CASH EQUIVALENTS (3,086,859) (959,923) (3,957,386)
CASH AND CASH EQUIVALENTS - BEGINNING OF YEAR 4,556,680 5,516,603 9,473,989 ------------ ------------ ------------ CASH AND CASH EQUIVALENTS - $ 1,469,821 $ 4,556,680 $ 5,516,603 END OF YEAR ============ ============ ============
See accompanying notes to consolidated financial statements.
FONAR CORPORATION AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS JUNE 30, 2007
NOTE 1 - DESCRIPTION OF BUSINESS AND LIQUIDITY AND CAPITAL RESOURCES
Description of Business - -----------------------
FONAR Corporation (the "Company" or "FONAR") is a Delaware corporation, which was incorporated on July 17, 1978. FONAR is engaged in the research, development, production and marketing of medical scanning equipment, which uses principles of Magnetic Resonance Imaging ("MRI") for the detection and diagnosis of human diseases. In addition to deriving revenues from the direct sale of MRI equipment, revenue is also generated from its installed-base of customers through its service and upgrade programs.
FONAR, through its wholly-owned subsidiary Health Management Corporation of America ("HMCA"), provides comprehensive management services diagnostic imaging facilities. The services provided by the Company include development, administration, leasing of office space, facilities and medical equipment, provision of supplies, staffing and supervision of non- medical personnel, legal services, accounting, billing and collection and the development and implementation of practice growth and marketing strategies. As of June 30, 2007, HMCA manages 12 diagnostic imaging facilities located in the states of New York, Georgia and Florida.
Liquidity and Capital Resources - -------------------------------
The Company's principal source of liquidity has been derived from revenues, as well as cash provided by previous debt and equity financing. Management is expecting this to continue. At June 30, 2007, the Company had a working capital deficit of $7,565,667. For the year ended June 30, 2007, the Company incurred a net loss of $25,538,867, which included non-cash charges of approximately $6,711,000.
In July 2007, the Company sold its 50% interest in a consolidated subsidiary and 20% interest in a non-consolidated entity and received proceeds of approximately $4.8 million. Management believes they have sufficient resources available to fund the business through June 30, 2008.
Sales levels remain weak and the Company continues to focus its efforts on increased advertising and marketing campaigns, and distribution programs to strengthen the demand for Fonar's products. Management anticipates that Fonar's capital resources will improve as Fonar's MRI scanner products gain wider market recognition and acceptance resulting in increased product sales. If the Company is not successful with its current marketing efforts to increase sales, then the Company will experience a shortfall in cash necessary to sustain operations at their current levels. Should weak demand continue, the Company has determined it will be necessary to reduce overhead expenses or seek other sources of funds through the issuance of equity or debt financing in order to maintain sufficient funds available to operate subsequent to June 30, 2008. The reduction in overhead expenses might need to be substantial in order for the Company to streamline operations to an efficient level.
FONAR CORPORATION AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS JUNE 30, 2007
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Principles of Consolidation - ---------------------------
The consolidated financial statements include the accounts of FONAR Corporation, its majority and wholly-owned subsidiaries and partnerships. All significant intercompany accounts and transactions have been eliminated in consolidation.
Use of Estimates - ----------------
The preparation of the consolidated financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities in the consolidated financial statements and accompanying notes. The most significant estimates relate to accounts receivable allowances, intangible assets, income taxes, useful lives of property and equipment, contingencies, revenue recognition and litigation. In addition, healthcare industry reforms and reimbursement practices will continue to impact the Company's operations and the determination of contractual and other allowance estimates. Actual results could differ from those estimates.
Reverse Stock Split - -------------------
On April 17, 2007, the Company effected a one-for-twenty-five reverse split of its issued and outstanding Common Stock, treasury shares of the Common Stock, the Class B Common Stock, the Class C Common Stock, the Class A Non-Voting Preferred Stock and the Preferred Stock. At such time, the Company also reduced the number of its authorized shares available for issuance for each class of stock. The accompanying consolidated financial statements, notes and other references to share and per share data have been retroactively restated to reflect the reverse stock splits for all periods presented.
Investment in Marketable Securities - -----------------------------------
The Company accounts for its investments using Statement of Financial Accounting Standards ("SFAS") No. 115, "Accounting for Certain Investments in Debt and Equity Securities" ("SFAS No. 115"). This standard requires that certain debt and equity securities be adjusted to market value at the end of each accounting period. Unrealized market value gains and losses are charged to operations if the securities are traded for short-term profit. Otherwise, such unrealized gains and losses are charged or credited to comprehensive income (loss).
Management determines the proper classifications of investments in obligations with fixed maturities and marketable equity securities at the time of purchase and re-evaluates such designations as of each balance sheet date. At June 30, 2007 and 2006, all securities covered by SFAS No. 115 were designated as available for sale. Accordingly, these securities are stated at fair market value, with unrealized gains and losses reported in comprehensive income (loss). Realized gains and losses on sales of investments, as determined on a specific identification basis, are included in investment income in the accompanying Consolidated Statements of Operations.
FONAR CORPORATION AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS JUNE 30, 2007
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
Inventories - -----------
Inventories consist of purchased parts, components and supplies, as well as work-in-process, and are stated at the lower of cost determined on the first- in, first-out method or market.
Property and Equipment - ----------------------
Property and equipment procured in the normal course of business is stated at cost. Property and equipment purchased in connection with an acquisition is stated at its estimated fair value, generally based on an appraisal. Property and equipment is being depreciated for financial accounting purposes using the straight-line method over the shorter of their estimated useful lives, generally five to seven years, or the term of a capital lease, if applicable. Leasehold improvements are being amortized over the shorter of the useful life or the remaining lease term. Upon retirement or other disposition of these assets, the cost and related accumulated depreciation of these assets are removed from the accounts and the resulting gains or losses are reflected in the results of operations. Expenditures for maintenance and repairs are charged to operations. Renewals and betterments are capitalized. Maintenance and repair expenses totaled approximately $423,000, $434,000 and $738,000 for the years ended June 30, 2007, 2006 and 2005, respectively.
Management Agreements - ---------------------
Amounts allocated to management agreements, in connection with two acquisitions completed during the period from June 1997 through August 1998, were amortized using the straight-line method over the 20-year term of the agreements. These management agreements were sold on July 28, 2005 (see Notes 3 and 24).
Other Intangible Assets - -----------------------
1) Capitalized Software Development Costs
Capitalization of software development costs begins upon the establishment of technological feasibility. Technological feasibility for the Company's computer software is generally based upon achievement of a detail program design free of high risk development issues and the completion of research and development on the product hardware in which it is to be used. The establishment of technological feasibility and the ongoing assessment of recoverability of capitalized computer software development costs require considerable judgment by management with respect to certain external factors, including, but not limited to, technological feasibility, anticipated future gross revenue, estimated economic life and changes in software and hardware technology.
Amortization of capitalized software development costs commences when the related products become available for general release to customers. Amortization is provided on a product by product basis. The annual amortization is the greater of the amount computed using (a) the ratio that current gross revenue for a product bear to the total of current and anticipated future gross revenue for that product, or (b) the straight-line method over the remaining estimated economic life of the product.
FONAR CORPORATION AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS JUNE 30, 2007
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
Other Intangible Assets (Continued) - -----------------------
1) Capitalized Software Development Costs (Continued)
The Company periodically performs reviews of the recoverability of such capitalized software development costs. At the time a determination is made that capitalized amounts are not recoverable based on the estimated cash flows to be generated from the applicable software, any remaining capitalized amounts are written off.
2) Patents and Copyrights
Amortization is calculated on the straight-line basis over a period ranging from 15 to 17 years.
Long-Lived Assets - -----------------
The Company periodically assesses the recoverability of long-lived assets, including property and equipment and intangibles, when there are indications of potential impairment, based on estimates of undiscounted future cash flows. The amount of impairment is calculated by comparing anticipated discounted future cash flows with the carrying value of the related asset. In performing this analysis, management considers such factors as current results, trends, and future prospects, in addition to other economic factors.
Revenue Recognition - -------------------
Revenue on sales contracts for scanners, included in "product sales" in the accompanying consolidated statements of operations, is recognized under the percentage-of-completion method. The Company manufactures its scanners under specific contracts that provide for progress payments. Production and installation take approximately three to six months. The percentage of completion is determined by the ratio of costs incurred to date on completed sub-assemblies to the total estimated cost for each scanner. Contract costs include purchased parts and components, direct labor and overhead. Revisions in cost estimates and provisions for estimated losses on uncompleted contracts, if any, are made in the period in which such losses are determined. The asset, "Costs and Estimated Earnings in Excess of Billings on Uncompleted Contracts", represents revenues recognized in excess of amounts billed. The liability, "Billings in Excess of Costs and Estimated Earnings on Uncompleted Contracts", represents amounts billed in excess of revenues recognized.
Revenue on scanner service contracts is recognized on the straight-line method over the related contract period, usually one year.
Revenue from sales of other items is recognized upon shipment.
FONAR CORPORATION AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS JUNE 30, 2007
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
Revenue Recognition (Continued) - -------------------
Revenue from sales-type leases are recognized when collectibility of the minimum lease payments is reasonably predictable and no important uncertainties surround the amount of unreimbursable costs yet to be incurred by the Company as lessor under the lease. The minimum lease payments, plus the unguaranteed residual value accruing to the benefit of the Company as lessor, are recorded as the gross investment in the lease. The difference between the gross investment in the lease and the sum of the present value of the minimum lease payments and unguaranteed residual value, accruing to the Company's benefit as lessor, are recorded as unearned income.
Revenue under management and lease contracts is recognized based upon contractual agreements for management services rendered by the Company and leases of medical equipment primarily under various long-term agreements with related medical providers (the "PCs"). Through June 22, 2007, the PCs were primarily owned by Raymond V. Damadian, M.D., President and Chairman of the Board of FONAR. Commencing on June 23, 2007, eight New York based MRI facilities owned by six PCs were sold to an unrelated third party. Through June 30, 2007, the Company's agreements with the PCs stipulate fees for services rendered and equipment leased, are primarily calculated on activity based efforts at pre- determined rates per unit of activity. Commencing July 1, 2007, the contractual fees for services rendered to the New York based PCs were changed to annual fees. The fees in Fiscal 2008 will be a flat fee in the aggregate amount of $732,250 per month. All fees are re-negotiable at the anniversary of the agreements and each year thereafter.
Research and Development Costs - ------------------------------
Research and development costs are charged to expense as incurred. The costs of materials and equipment that are acquired or constructed for research and development activities, and have alternative future uses (either in research and development, marketing or production), are classified as property and equipment and depreciated over their estimated useful lives.
Advertising Costs - -----------------
Advertising costs are expensed as incurred. Advertising expense approximated $1,082,000, $936,000 and $1,604,000 for the years ended June 30, 2007, 2006 and 2005, respectively.
Shipping Costs - --------------
The Company's shipping and handling costs are included under costs related to product sales.
Income Taxes - ------------
Deferred tax assets and liabilities are determined based on the difference between the financial statement carrying amounts and tax bases of assets and liabilities using enacted tax rates in effect in the years in which the differences are expected to reverse.
FONAR CORPORATION AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS JUNE 30, 2007
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
Income Taxes (Continued) - ------------
Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized. Realization of the deferred income tax asset is depentent on generating sufficient taxable income in future years. Management believes it is more likely than not that the deferred income tax asset will not be realized.
Customer Advances - -----------------
Cash advances and progress payments received on sales orders are reflected as customer advances until such time as revenue recognition begins.
Minority Interest - -----------------
The Company records adjustments to minority interest for the allocable portion of income or loss that the minority interest holders are entitled based upon their portion of certain of the subsidiaries that they own. Distributions to holders of minority interests are adjusted to the respective minority interest holders' balance.
The Company suspends allocation of losses to minority interest holders when the minority interest balance for a particular minority interest holder is reduced to zero. Any excess loss above the minority interest holders' balance is not charged to minority interest as the minority interest holders have no obligation to fund such losses.
Stock Options and Warrants and Similar Equity Instruments and Earnings (Loss) Per Share - ----------------------------------------------------------------------------
Basic earnings (loss) per share ("EPS") is computed based on weighted average shares outstanding and excludes any potential dilution. In accordance with Emerging Issues Task Force ("EITF") 03-6, "Participating Securities and the Two-Class Method under FASB Statement No. 128" ("EITF") 03-6, in periods when there is net income, the Company uses the two-class method to calculate the effect of the Company's participating convertible securities on basic EPS, which include the Class A Non-voting Preferred stock, Class B common stock and Class C common stock, and the if-converted method is used to calculate the effect of participating convertible securities on diluted EPS. In addition, these participating convertible securities were not included in the computation of basic EPS for the years ended June 30, 2007 and 2006 because the participating securities did not have a contractual obligation to share in the losses of the Company.
FONAR CORPORATION AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS JUNE 30, 2007
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
Stock Options and Warrants and Similar Equity Instruments and Earnings (Loss) Per Share (Continued) - ----------------------------------------------------------------------------
Diluted EPS reflects the potential dilution from the exercise or conversion of all dilutive securities into common stock based on the average market price of common shares outstanding during the period. The number of common shares potentially issuable upon the exercise of certain options and warrants of approximately 26,000 as of June 30, 2005 has not been included in the computation of diluted EPS since the effect would be anti-dilutive. The number of common shares potentially issuable upon the exercise of options and warrants or conversion of the participating convertible securities that were excluded from the diluted EPS calculation, because they are antidilutive as a result of the net losses, was as follows: 278,932 and 284,328 as of June 30, 2007 and 2006, respectively.
Earnings (Loss) Per Share - -------------------------
FONAR CORPORATION AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS JUNE 30, 2007
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
Stock Options and Warrants and Similar Equity Instruments and Earnings (Loss) Per Share (Continued) - -----------------------------------------------------------------------------
In December 2004, the Financial Accounting Standards Board ("FASB") issued SFAS No. 123 (revised 2004), "Share-Based Payment", SFAS 123R. SFAS 123R requires the compensation cost relating to stock-based payment transactions be recognized in financial statements. That cost will be measured based on the fair value of the equity or liability instruments issued on the grant date of such instruments, and will be recognized over the period during which an individual is required to provide service in exchange for the award (typically the vesting period). SFAS 123R covers a wide range of stock-based compensation arrangements including stock options, restricted stock plans, performance-based awards, stock appreciation rights, and employee stock purchase plans. SFAS 123R replaces SFAS 123 and supersedes APB Opinion 25. The Company has adopted SFAS 123R as of July 1, 2005. As of June 30, 2006 all options were fully vested and during the year ended June 30, 2006 the Company granted to an employee 2,000 options to purchase common stock at an exercise price of $25.00. No additional compensation charge was required to be recorded because the value of these options was determined to be diminimus and therefore there was no impact on the condensed consolidated financial statements.
The Company adopted SFAS 123R using the modified prospective method, in which compensation cost is recognized beginning with the effective date (a) based on the requirements of SFAS 123R for all share-based payments granted after the effective date and (b) based on the fair value as measured under SFAS 123 for all awards granted to employees prior to the effective date of SFAS 123R that remain unvested on the effective date.
The adoption of SFAS 123R's fair value method did not have a significant impact on our result of operations. However, had the Company adopted SFAS 123R in prior periods, the impact of that standard would have approximated the impact of SFAS 123 as described in the following table. SFAS 123R also requires the benefits of tax deductions in excess of recognized compensation cost to be reported as a financing cash flow, rather that as an operating cash flow as required under current literature. It is unlikely that the Company will have near term benefits from tax deductions. This requirement will reduce net operating cash flows and increase net financing cash flows in periods after adoption. The Company cannot estimate what those amounts will be in the future because of various factors, including but not limited to the timing of employee exercises and whether the Company will be in a taxable position. At this time, there would be no tax impact related to the prior periods since the Company has a net loss.
For the period ending prior to July 1, 2005, as permitted under SFAS No. 148, "Accounting for Stock-Based Compensation-Transaction and Disclosure", which amended SFAS No. 123, "Accounting for Stock-Based Compensation", the Company had elected to continue to follow the intrinsic value method in accounting for its stock-based employee compensation arrangements as defined by Accounting Principles Board Opinion ("APB") No. 25. "Accounting for Stock Issued to Employees", and related interpretations including FASB Interpretation No. 44, "Accounting for Certain Transactions Involving Stock Compensation", an interpretation of APB No. 25. No stock-based employee compensation cost was reflected in operations, as all options granted under those plans had an exercise price equal to the market value of the underlying common stock on the date of grant.
FONAR CORPORATION AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS JUNE 30, 2007
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
Stock Options and Warrants and Similar Equity Instruments and Earnings (Loss) Per Share (Continued) - -----------------------------------------------------------------------------
The following table illustrates the effect on net income per share if the Company had applied the fair value recognition provisions of SFAS 123 to stock- based employee compensation:
June 30, ------------ Net Income Available to Common Stockholders, as Reported $ 943,768
Deduct: Total stock-based employee Compensation expense determined under fair value based method for all awards 216,362 ------------ Proforma Net Income $ 727,406 ============
Basic Net Earnings Per Share, as Reported $ 0.23 ======
Diluted Net Earnings Per Share, as Reported $ 0.22 ======
Basic Proforma Net Earnings Per Share $ 0.18 ======
Diluted Proforma Net Earnings Per Share $ 0.17 ======
The fair value of options at date of grant was estimated using the Black- Scholes fair value based method with the following weighted average assumptions:
June 30, -------- Expected life (years) 3 Interest rate 2.69% Annual rate of dividends 0% Volatility 40%
The weighted average fair value of the options at the date of grant, using the fair value based method, for the year ended June 30, 2005 was estimated at $18.50.
Cash and Cash Equivalents - -------------------------
The Company considers all short-term highly liquid investments with a maturity of three months or less when purchased to be cash or cash equivalents.
FONAR CORPORATION AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS JUNE 30, 2007
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
Concentration of Credit Risk - ----------------------------
Cash: The Company maintains its cash and cash equivalents with various financial institutions, which exceed federally insured limits throughout the year. At June 30, 2007, the Company had cash on deposit of approximately $1,145,000 in excess of federally insured limits.
Related Parties: Net revenues from related parties accounted for approximately 39%, 50% and 29% of the consolidated net revenues for the years ended June 30, 2007, 2006 and 2005, respectively.
Fair Value of Financial Instruments - -----------------------------------
The financial statements include various estimated fair value information at June 30, 2007, 2006 and 2005, as required by SFAS No. 107, "Disclosures about Fair Value of Financial Instruments". Such information, which pertains to the Company's financial instruments, is based on the requirements set forth in that Statement and does not purport to represent the aggregate net fair value to the Company.
The following methods and assumptions were used to estimate the fair value of each class of financial instruments for which it is practicable to estimate that value:
Cash and cash equivalents: The carrying amount approximates fair value because of the short-term maturity of those instruments.
Accounts receivable and accounts payable: The carrying amounts approximate fair value because of the short maturity of those instruments.
Investment in sales-type leases and investments, advances and notes to related medical practices: The carrying amount approximates fair value because the discounted present value of the cash flow generated by the related parties approximates the carrying value of the amounts due to the Company.
Long-term debt and notes payable: The carrying amounts of debt and notes payable approximate fair value due to the length of the maturities, the interest rates being tied to market indices and/or due to the interest rates not being significantly different from the current market rates available to the Company.
All of the Company's financial instruments are held for purposes other than trading.
Comprehensive Income (Loss) - ---------------------------
Comprehensive income (loss) generally includes all changes in equity during a period, except those resulting from investments by stockholders and distributions to stockholders.
FONAR CORPORATION AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS JUNE 30, 2007
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
Recent Accounting Pronouncements - --------------------------------
In February 2006, the FASB issued SFAS No. 155, "Accounting for Certain Hybrid Financial Instruments-An Amendment of FASB No. 133 and 140". The purpose of SFAS statement No. 155 is to simplify the accounting for certain hybrid financial instruments by permitting fair value re-measurement for any hybrid financial instrument that contains an embedded derivative that otherwise would require bifurcation. SFAS No.155 also eliminates the restriction on passive derivative instruments that a qualifying special-purpose entity may hold. SFAS No. 155 is effective for all financial instruments acquired or issued after the beginning of any entity's first fiscal year beginning after September 15, 2006. We believe that the adoption of this standard on July 1, 2007 will not have a material effect on our consolidated financial statements.
In March 2006, the FASB issued SFAS No. 156, "Accounting for Servicing of Financial Assets, an Amendment of SFAS No. 140 SFAS No. 156" requires separate recognition of a servicing asset and a servicing liability each time an entity undertakes an obligation to service a financial asset by entering into a servicing contract. This statement also requires that servicing assets and liabilities be initially recorded at fair value and subsequently adjusted to the fair value at the end of each reporting period. This statement is effective in fiscal years beginning after September 15, 2006. We believe that the adoption of this standard on July 1, 2007 will not have a material effect on our consolidated financial statements.
In June 2006, the FASB issued Interpretation No. 48, "Accounting of Uncertainty in Income Taxes-an interpretation of FASB Statement No. 109". This Interpretation prescribes a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return, and provides guidance on derecognition, classification, interest and penalties, accounting in interim periods, disclosure, and transition. This Interpretation is effective for fiscal years beginning after December 15, 2006. The Company is assessing the impact of this Interpretation on its consolidated financial statements, but does not expect it to have a material effect.
In September 2006, the FASB issued SFAS No. 157, "Fair Value Measurements", which defines fair value, establishes a framework for measuring fair value, and expands disclosures about fair value measurements. This standard applies under other accounting pronouncements that require or permit fair value measurements, but does not require any new fair value measurements. SFAS No. 157 will become effective for the Company in 2009. We are currently assessing the impact of SFAS No. 157; however, we do not believe the adoption of this standard will have a material effect on our consolidated financial statements.
FONAR CORPORATION AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS JUNE 30, 2007
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
Recent Accounting Pronouncements (Continued) - --------------------------------------------
In September 2006, the FASB issued SFAS No. 158, "Employers' Accounting for Defined Benefit Pension and Other Postretirement Plans", which requires us to recognize the funded status of our defined benefit plans in the consolidated balance sheets and changes in the funded status in comprehensive income. This standard also requires us to recognize the gains/losses, prior year service costs and transition assets/obligations as a component of other comprehensive income upon adoption, and provide additional annual disclosure. SFAS No. 158 does not affect the computation of benefit expense recognized in the consolidated statements of operations. The recognition and disclosure provisions are effective in 2007. In addition, SFAS No. 158 requires us to measure plan assets and benefit obligations as of the year-end balance sheet date effective in 2009. We do not believe the adoption of this standard will have a material effect on our consolidation statements.
In September 2006, the SEC staff issued Staff Accounting Bulletin ("SAB") No. 108, "Considering the Effects of Prior Year Misstatements when Quantifying Misstatements in Current Year Financial Statements". This guidance indicates that the materiality of a misstatement must be evaluated using both the rollover and iron curtain approaches. The iron curtain approach quantifies a misstatement based on the amount of the error in the balance sheet. SAB No. 108 is effective for our 2007 annual consolidated financial statements. The adoption of this standard did not have a material effect on our consolidated financial statements.
In February 2007, the FASB issued SFAS No. 159, "Fair Value Option for Financial Assets and Financial Liabilities". SFAS No. 159 provides companies with an option to report selected financial assets and liabilities at fair value. SFAS No. 159's objective is to reduce both complexity in accounting for financial instruments and the volatility in earnings caused by measuring related assets and liabilities differently. SFAS No. 159 also establishes presentation and disclosure requirements designed to facilitate comparisons between companies that choose different measurement attributes for similar types of assets and liabilities. SFAS No. 159 requires companies to provide additional information that will help investors and other users of financial statements to more easily understand the effect of the Company's choice to use fair value on its earnings. It also requires entities to display the fair value of those assets and liabilities for which the Company has chosen to use fair value on the face of the balance sheet. SFAS No. 159 is effective as of the beginning of an entity's first fiscal year beginning after November 15, 2007. Early adoption is permitted as of the beginning of the previous fiscal year provided that the entity makes that choice in the first 120 days of that fiscal year and also elects to apply the provisions of Statement 157. The Company did not early adopt SFAS No. 159. We are currently assessing the impact of SFAS No. 159; however we do not believe the adoption of this standard will have a material effect on our consolidated financial statements.
FONAR CORPORATION AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS JUNE 30, 2007
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
Recent Accounting Pronouncements (Continued) - -------------------------------------------
In March 2007, the FASB ratified the Emerging Issues Task Force (EITF) consensus on EITF Issue No. 06-10. "Accounting for Collateral Assignment Split Dollar Life Insurance". This EITF indicates that an employer should recognize a liability for postretirement benefits related to collateral assignment split-dollar life insurance arrangements. In addition, the EITF provides guidance for the recognition of an asset related to a collateral assignment split-dollar life insurance arrangement. The EIFT is effective for fiscal years beginning after December 15, 2007. The Company will adopt the EITF as required and management does not expect it to have any impact on the Company's results of operations, financial condition and liquidity.
In June 2006, the EITF reached a consensus on Issue No. 06-3 ("EITF 06-3") "Disclosure Requirements for Taxes Assessed by a Governmental Authority on Revenue-Producing Transactions". The consensus allows companies to choose between two acceptable alternatives based on their accounting policies for transactions in which the company collects taxes on behalf of a governmental authority, such as sales tax. Under the gross method, taxes collected are accounted for as a component of sales revenue with an offsetting expense. Conversely, the net method allows a reduction to sales revenue. If such taxes are reported gross an are significant, companies should disclose the amount of those taxes. The guidance should be applied to financial reports through retrospective application for all periods presented, if amounts are significant, for interim and annual reporting beginning after December 15, 2006 with early adoption is permitted. The adoption of this standard did not have a material effect on our consolidated financial statements.
Investment At Cost - ------------------
The Company has a 20% equity interest in an unconsolidated entity. The income on this investment is included under other income. This equity interest was sold to an unrelated third party on July 31, 2007 (See Note 25).
Reclassifications - -----------------
Certain prior year amounts have been reclassified to conform to the current year presentation. The reclassifications did not have any effect on reported net (losses) income for any periods presented.
NOTE 3 - MANAGEMENT AGREEMENTS
In connection with two acquisitions completed in June of 1997 and August of 1998, a portion of the purchase price was allocated to various long-term management agreements. These management agreements were sold on July 28, 2005 (see Note 24). Amortization of management agreements for the years ended June 30, 2007, 2006 and 2005 was $0, $37,300 and $633,577, respectively.
FONAR CORPORATION AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS JUNE 30, 2007
NOTE 3 - MANAGEMENT AGREEMENTS (Continued)
On May 23, 2005, HMCA and its subsidiary Dynamic Management Services, LLC ("Dynamic") terminated their management agreements with three related physical medicine practices, under which HMCA and Dynamic were managing six physical medicine facilities. Commensurate with this termination, HMCA and Dynamic entered into new management agreements with four unrelated medical practices to manage five of the same physical medicine facilities. Pursuant to the Termination and Replacement Agreements, the related medical practices assigned to HMCA and Dynamic medical receivables valued at $11,775,000 in consideration of management fees outstanding of $7,669,993 and termination fees of $4,105,007. The balance of the medical receivables as of June 30, 2007 was $2,781,014. The $4,105,007 was accounted for as a recovery of the capitalized management agreements.
On July 28, 2005, the Replacement Management Agreements, along with certain related assets, were sold (see Note 24).
NOTE 4 - MARKETABLE SECURITIES
The following is a summary of marketable securities at June 30, 2007 and 2006:
June 30, 2007 ---------------------------------------- Unrealized Fair Market Cost Loss Value ------------ ------------ ------------ Certificate of deposits $ 100,000 $ (4,035) $ 95,965 U.S. Government Obligations 548,062 (8,610) 539,452 Corporate and government agency bonds 1,400,000 (90,496) 1,309,504 Equities - other 34,851 (463) 34,388 ------------ ------------ ------------ $ 2,082,913 $ (103,604) $ 1,979,309 ============ ============ ============
June 30, 2006 ---------------------------------------- Unrealized Fair Market Cost Loss Value ------------ ------------ ------------ Certificate of deposits $ 600,000 $ (25,081) $ 574,919 U.S. Government Obligations 2,494,500 (58,357) 2,436,143 Corporate and government agency bonds 2,000,000 (152,315) 1,847,685 Equities - other 89,422 (10,327) 79,095 ------------ ------------ ------------ $ 5,183,922 $ (246,080) $ 4,937,842 ============ ============ ============
All debt securities are due within five years. At June 30, 2007, the amount of cost due within one year was $0.
FONAR CORPORATION AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS JUNE 30, 2007
NOTE 5 - MANAGEMENT FEE RECEIVABLE AND ACCOUNTS RECEIVABLE
The Company's customers are concentrated in the healthcare industry.
Management Fee Receivable - -------------------------
The Company's receivable from the related and non-related professional corporations ("P.C.s") substantially consists of fees outstanding under management agreements. Payment of the outstanding fees is dependent on collection by the P.C.s of fees from third party medical reimbursement organizations, principally insurance companies and health management organizations.
Collection by the Company of its management fee receivable may be impaired by the uncollectibility of PCs medical fees from third party payors, particularly insurance carriers covering automobile no-fault and workers compensation claims due to longer payment cycles and rigorous informational requirements. Approximately 38%, 47% and 66%, respectively, of the PCs 2007, 2006 and 2005 net revenues were derived from no-fault and personal injury protection claims. The Company considers the aging of its accounts receivable in determining the amount of allowance for doubtful accounts and contractual allowances. The Company generally takes all legally available steps, including legally prescribed arbitrations, to collect its receivables. Credit losses associated with the receivables are provided for in the consolidated financial statements and have historically been within management's expectations.
Certain no-fault insurers have raised issues concerning whether the Company's clients the "P.C.'s" are in compliance with certain laws, including, but not limited to, laws governing their corporate structure and/or licensing, their entitlement or standing to seek and/or obtain no-fault benefits, and/or laws prohibiting the corporate practice of medicine, fee-slitting and/or physician self referrals. To the extent any claims are asserted against the P.C.'s, the settlement of such claims could result in the P.C.'s waiving their rights to collect certain of their insurance claims. Management believes that the Company and the P.C.'s are not in violation of any of the above mentioned laws. Since the resolution or settlement of these claims with the insurance companies could have a material impact on the collection of management fees by the Company from its P.C.'s, the Company has provided reserves for uncollectable fees related to this matter.
On February 8, 2006, the Deficit Reduction Act of 2005 ("DRA") was signed into law by President George W. Bush. The DRA would result in caps on Medicare and Medicaid payment rates for most imaging services, including MRI and CT, furnished in physicians' offices and other non-hospital based settings. Under the cap, payments for these imaging services could not exceed the hospital outpatient payment rates for those services. This change is to apply to services furnished by the P.C.'s on or after January 1, 2007. Although the professional corporations managed by HMCA bill for scans on a "global basis", which means a single fee per scan, the limitation is applicable only to the technical component of the services, which is the payment or portion of the payment attributable to the non-professional services. If the fee for the technical component of the service (without including geographic adjustments) exceeds the hospital outpatient payment amount for the service (also without including geographic adjustments), under the Physician Fee Schedule, then the payment would be limited to the Physician Fee Schedule rate. Based on the Company's scan volumes for 2006, the Company estimates that the implementation of the reimbursement reduction contained in the DRA may have the impact of reducing the Company's management fee revenues by approximately $800,000 annually.
FONAR CORPORATION AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS JUNE 30, 2007
NOTE 5 - MANAGEMENT FEE RECEIVABLE AND ACCOUNTS RECEIVABLE (Continued)
Management Fee Receivable (Continued) - -------------------------------------
Currently, a statute in the State of Florida requires all drivers, licensed in the State of Florida, to carry a $10,000 no-fault insurance policy covering personal injury protection benefits. This statute is due to expire in October 2007 unless extended by legislative actions. Management does not believe that the expiration of this statute will have a material impact on the Company's consolidated financial position or results of consolidated operations in the future.
While the Company has prepared certain estimates of the impact of the above discussed changes and possible changes, it is not possible to fully quantify their impact on its business. There can be no assurance that the impact of these changes will not be greater than estimated or that any future health care legislation or reimbursement changes will not adversely affect the Company's business.
Net revenues from management and other fees charged to the related PCs accounted for approximately 36%, 38% and 22%, of the consolidated net revenues for the years ended June 30, 2007, 2006 and 2005, respectively.
HMCA entered into an agreement in September, 2007 with Integrity Healthcare Management, Inc., ("Integrity"). Under the terms of the agreement, Integrity will provide the billings and collections for HMCA's facilities as well as assist in the management of the facilities. The existing management agreements between the facilities and HMCA will remain in place. Integrity will receive as compensation an annual fee equal to one-half of the increase in the consolidated cash flow of HMCA and the facilities over the period from July 1, 2006 through June 30, 2007. The term of the agreement is one year with an automatic year to year renewal, but may be terminated by either party without cause at the end of any year.
Unaudited Financial Information of Unconsolidated Managed Medical Practices - ---------------------------------------------------------------------------
Audited financial information related to the unconsolidated related PCs managed by the Company is not available. Substantially all of these medical practices' books and records are maintained on a cash basis, they depreciate their equipment on an accelerated tax basis and have a December 31 year end.
Summarized unaudited income statement data for the years ended December 31, 2006 and 2005 related to the unconsolidated medical practices managed by the Company are as follows:
(000's omitted)
2006 2005 -------- --------
Patient Revenue - Net $ 18,244 $ 17,863 ======== ======== Income from Operations (Income Tax - Cash Basis) $ 496 $ 257 ======== ======== Net Loss (Income Tax - Cash Basis) $ (312) $ (506) ======== ========
FONAR CORPORATION AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS JUNE 30, 2007
NOTE 5 - MANAGEMENT FEE RECEIVABLE AND ACCOUNTS RECEIVABLE (Continued)
Accounts Receivable - -------------------
Credit risk with respect to the Company's accounts receivable related to product sales and service and repair fees is limited due to the customer advances received prior to the commencement of work performed and the billing of amounts to customers as sub-assemblies are completed. Service and repair fees are billed on a monthly or quarterly basis and the Company does not continue providing these services if accounts receivable become past due. The Company controls credit risk with respect to accounts receivable from service and repair fees through its credit evaluation process, credit limits, monitoring procedures and reasonably short collection terms. The Company performs ongoing credit authorizations before a product sales contract is entered into or service and repair fees are provided. Bad debt expense has been within management's expectations and, generally, the Company does not require collateral or other security to support accounts receivable.
NOTE 6 - COSTS AND ESTIMATED EARNINGS ON UNCOMPLETED CONTRACTS AND CUSTOMER ADVANCES
1) Information relating to uncompleted contracts as of June 30, 2007 and 2006 is as follows:
As of June 30, ------------------------- 2007 2006 ----------- ------------ Costs incurred on uncompleted contracts $ 2,136,262 $14,034,496 Estimated earnings 938,549 2,284,685 ----------- ----------- 3,074,811 16,319,181 Less: Billings to date 6,555,500 16,477,700 ----------- ----------- $(3,480,689) $ (158,519) =========== ===========
FONAR CORPORATION AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS JUNE 30, 2007
NOTE 6 - COSTS AND ESTIMATED EARNINGS ON UNCOMPLETED CONTRACTS AND CUSTOMER ADVANCES (Continued)
Included in the accompanying consolidated balance sheets under the following captions:
As of June 30, -------------------------- 2007 2006 ------------ ------------ Costs and estimated earnings in excess of billings on uncompleted contracts $ - $ 2,957,679 Costs and estimated earnings in excess of billings on uncompleted contracts - related party - - Less: Billings in excess of costs and estimated earnings on uncompleted contracts 3,480,689 2,978,789 Less: Billings in excess of costs and estimated earnings on uncompleted contracts - related party - 137,409 ------------ ----------- $(3,480,689) $ (158,519) ============ ===========
2) Customer advances consist of the following:
As of June 30, 2007 -------------------------------------- Related Total Parties Other ------------ ------------ ----------- Total advances $16,636,138 $ 41,566 $16,594,572 Less: Advances on contracts under construction 6,555,500 - 6,555,500 ------------ ------------ ----------- $10,080,638 $ 41,566 $10,039,072 ============ ============ ===========
As of June 30, 2006 -------------------------------------- Related Total Parties Other ----------- ------------ ----------- Total advances $21,983,157 $ 1,491,566 $20,491,591 Less: Advances on contracts under construction 16,477,700 1,450,000 15,027,700 ----------- ------------ ----------- $ 5,505,457 $ 41,566 $ 5,463,891 =========== ============ ===========
FONAR CORPORATION AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS JUNE 30, 2007
NOTE 6 - COSTS AND ESTIMATED EARNINGS ON UNCOMPLETED CONTRACTS AND CUSTOMER ADVANCES (Continued)
2) Customer advances consist of the following (continued):
NOTE 7 - INVENTORIES
Inventories included in the accompanying consolidated balance sheets consist of:
As of June 30, ----------------------- 2007 2006 ---------- ---------- Purchased parts, components and supplies $3,284,569 $5,315,368 Work-in-process 1,181,355 1,761,691 ---------- ---------- $4,465,924 $7,077,059 ========== ==========
NOTE 8 - INVESTMENT IN SALES-TYPE LEASE
During the year ended June 30, 2001, the Company entered into a $1,050,000 lease agreement with a third party for an MRI scanner, which is considered a sales-type lease. The lease is payable in 75 monthly installments of $18,389 each, plus at the end of the 75-month lease, the lessee can elect to continue the lease for an additional two years, at a monthly payment of $18,389, including interest at 12.5% per annum, or pay a lump sum of $200,000. The lease was paid in full during the year ended June 30, 2007.
The Company's investment in a sales-type lease as at June 30, 2007 and 2006 is as follows:
As of June 30, ------------------------ 2007 2006 ---------- ----------
Net minimum lease payments receivable $ - $ 291,945 Less: Unearned income - 12,917 ---------- ---------- Net investment in sales-type leases $ - $ 279,028 ========== ========== Current portion $ - $ 279,028 Non-current portion - - ---------- ---------- $ $ 279,028 ========== ==========
FONAR CORPORATION AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS JUNE 30, 2007
NOTE 9 - PROPERTY AND EQUIPMENT
Property and equipment, at cost, less accumulated depreciation and amortization, at June 30, 2007 and 2006, is comprised of:
As of June 30, ------------------------ 2007 2006 ----------- ----------- Diagnostic equipment under capital leases $ 780,150 $ 780,150 Diagnostic equipment 2,816,325 3,213,259 Research, development and demonstration equipment 9,368,963 9,178,402 Machinery and equipment 3,582,539 3,582,539 Furniture and fixtures 2,155,818 2,124,453 Equipment under capital leases 1,504,123 1,504,123 Leasehold improvements 5,453,829 5,341,840 Building 939,614 924,114 ----------- ---------- 26,601,361 26,648,880 Less: Accumulated depreciation and amortization 21,442,276 19,981,460 ----------- ----------- $ 5,159,085 $ 6,667,420 =========== ===========
Depreciation and amortization of property and equipment for the years ended June 30, 2007, 2006 and 2005 was $1,941,056, $2,518,116 and $2,651,310, respectively.
Equipment under capital leases has a net book value of $484,889 and $689,352 at June 30, 2007 and 2006, respectively.
NOTE 10 - OTHER INTANGIBLE ASSETS
Other intangible assets, net of accumulated amortization, at June 30, 2007 and 2006 are comprised of:
As of June 30, ---------------------- 2007 2006 ---------- ---------- Capitalized software development Costs $5,148,979 $4,512,812 Patents and copyrights 4,093,673 3,579,103 ---------- ---------- 9,242,652 8,091,915 Less: Accumulated amortization 3,897,207 3,162,432 ---------- ---------- $5,345,445 $4,929,483 ========== ==========
FONAR CORPORATION AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS JUNE 30, 2007
NOTE 10 - OTHER INTANGIBLE ASSETS (Continued)
Information related to the above intangible assets for the years ended June 30, 2007, 2006 and 2005 is as follows:
2007 2006 2005 ---------- ---------- ----------
Balance - Beginning of Year $4,929,483 $4,503,247 $3,957,687
Amounts capitalized 1,150,737 1,157,685 1,252,425 ) Amortization (734,775) (731,449) (706,865) ---------- ---------- ---------- Balance - End of Year $5,345,445 $4,929,483 $4,503,247 ========== ========== ==========
Amortization of patents and copyrights for the years ended June 30, 2007, 2006 and 2005 amounted to $124,015, $110,493 and $95,613, respectively.
Amortization of capitalized software development costs for the years ended June 30, 2007, 2006 and 2005 was $610,760, $620,956 and $611,252, respectively.
The estimated amortization of patents and copyrights and capitalized software development costs for the five years ending June 30, 2012 is as follows:
Capitalized Software For the Years Patents and Development Ending June 30, Total Copyrights Costs --------------- ---------- ----------- ----------- 2008 $ 709,369 $ 127,830 $ 581,539 2009 539,346 132,108 407,238 2010 467,866 124,358 343,508 2011 461,810 167,404 294,406 2012 374,498 162,931 211,567 Thereafter 2,792,556 560,995 2,231,561 ---------- ----------- ---------- $5,345,445 $1,275,626 $4,069,819 ========== =========== ==========
The weighted average amortization period for other intangible assets is 9.4 years and has no residual value.
FONAR CORPORATION AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS JUNE 30, 2007
NOTE 11 - NOTES RECEIVABLE
Notes receivable as of June 30, 2007 and 2006 consist of the following:
June 30, 2007 June 30, 2006 ------------- ------------- Note Receivable - Sale of assets (Note 24) $ 6,105,662 $ 6,600,000 Note Receivable - (a) 65,000 95,000 Note Receivable - (b) 375,000 - Note Receivable - Other 5,000 5,000 ------------- -------------
Total Notes Receivable 6,550,662 6,700,000
Discount of note receivable ( 443,994) (521,932)
------------- ------------- Net Notes Receivable $ 6,106,668 $ 6,178,068 ============= ============= Current Portion $ 578,823 $ 459,398 Long-Term Portion $ 5,527,845 $ 5,718,670
a) The note receivable represents a note due from a customer for the purchase of a system. The note is payable over two years. The balance of this note receivable as of June 30, 2007 and 2006 is $65,000 and 95,000, respectively.
b) The note receivable represents a note due from a customer for the purchase of an Upright MRI system. The note is payable in 48 consecutive equal monthly payments.
NOTE 12 - CAPITAL STOCK
Common Stock - ------------
Cash dividends payable on the common stock shall, in all cases, be on a per share basis, one hundred twenty percent (120%) of the cash dividend payable on shares of Class B common stock and three hundred sixty percent (360%) of the cash dividend payable on a share of Class C common stock.
On April 17, 2007, the Company amended its certificate of incorporation decreasing the number of authorized shares of Common Stock from 150,000,000 to 30,000,000, Class B Common Stock from 4,000,000 to 800,000, Class C Common Stock from 10,000,000 to 2,000,000, Class A Non-voting Preferred Stock from 8,000,000 to 1,600,000 and Preferred stock from 10,000,000 to 2,000,000.
On August 9, 2005, the Company filed a Registration Statement on Form S-3 to register 400,000 shares of the Company's common stock to be issued for various costs and expenses of the Company. As of June 30, 2007, no shares of common stock of FONAR were available for future grant under this plan.
FONAR CORPORATION AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS JUNE 30, 2007
NOTE 12 - CAPITAL STOCK (Continued)
Class B Common Stock - --------------------
Class B common stock is convertible into shares of common stock on a one-for- one basis. Class B common stock has 10 votes per share. There were 158 of such shares outstanding at June 30, 2007 and 2006.
Class C Common Stock - --------------------
On April 3, 1995, the stockholders ratified a proposal creating a new Class C common stock and authorized the exchange offering of three shares of Class C common stock for each share of the Company's outstanding Class B common stock. The Class C common stock has 25 votes per share, as compared to 10 votes per share for the Class B common stock and one vote per share for the common stock. The Class C common stock was offered on a three-for-one basis to the holders of the Class B common stock. Although having greater voting power, each share of Class C common stock has only one-third of the rights of a share of Class B common stock to dividends and distributions. Class C common stock is convertible into shares of common stock on a three-for-one basis.
Class A Non-Voting Preferred Stock - ----------------------------------
On April 3, 1995, the stockholders ratified a proposal consisting of the creation of a new class of Class A non-voting preferred stock with special dividend rights and the declaration of a stock dividend on the Company's common stock consisting of one share of Class A non-voting preferred stock for every five shares of common stock. The stock dividend was payable to holders of common stock on October 20, 1995. Class A non-voting preferred stock issued pursuant to such stock dividend approximates 313,000 shares.
The Class A non-voting preferred stock is entitled to a special dividend equal to 3-1/4% of first $10 million, 4-1/2% of next $20 million and 5-1/2% on amounts in excess of $30 million of the amount of any cash awards or settlements received by the Company in connection with the enforcement of five of the Company's patents in its patent lawsuits, less the revised special dividend payable on the common stock with respect to one of the Company's patents.
The Class A non-voting preferred stock participates on an equal per share basis with the common stock in any dividends declared and ranks equally with the common stock on distribution rights, liquidation rights and other rights and preferences (other than the voting rights).
FONAR CORPORATION AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS JUNE 30, 2007
NOTE 12 - CAPITAL STOCK (Continued)
Options - -------
The Company has stock option plans, which provide for the awarding of incentive and non-qualified stock options to employees, directors and consultants who may contribute to the success of the Company. The options granted vest either immediately or ratably over a period of time from the date of grant, typically three or four years, at a price determined by the Board of Directors or a committee of the Board of Directors, generally the fair value of the Company's common stock at the date of grant. The options must be exercised within ten years from the date of grant.
FONAR's 1993 Incentive Stock Option Plan (the "FONAR 1993 Plan"), adopted on March 26, 1993, terminated on March 25, 2003. There are 2,360 options that were issued under the FONAR 1993 Plan that remain outstanding.
FONAR's 1997 Nonstatutory Stock Option Plan (the "FONAR 1997 plan"), adopted on May 9, 1997, terminated on May 8, 2007. There are 84,178 options that were issued under the FONAR 1997 Plan that remain outstanding.
FONAR's 2002 Incentive Stock Option Plan (the "FONAR 2002 Plan"), adopted on July 1, 2002, is intended to qualify as an incentive stock option plan under Section 422A of the Internal Revenue Code of 1954, as amended. The FONAR 2002 Plan permits the issuance of stock options covering an aggregate of 100,000 shares of common stock of FONAR. The options have an exercise price equal to the fair market value of the underlying stock on the date the option is granted, are nontransferable, are exercisable for a period not exceeding ten years and expire upon the voluntary termination of employment. The FONAR 2002 Plan will terminate on June 30, 2012. As of June 30, 2007, options to purchase 50,943 shares of common stock of FONAR were available for future grant under this plan and 22,732 shares remain outstanding.
FONAR's 2005 Incentive Stock Option Plan (the "FONAR 2005 Plan"), adopted on February 16, 2005, is intended to qualify as an incentive stock option plan under Section 422A of the Internal Revenue Code of 1954, as amended. The FONAR 2005 Plan permits the issuance of stock options covering an aggregate of 80,000 shares of common stock of FONAR. The options have an exercise price equal to the fair market value of the underlying stock on the date the option is granted, are non-transferable, are exercisable for a period not exceeding ten years, and expire upon the voluntary termination of employment. The FONAR 2005 Plan will terminate on February 14, 2015. As of June 30, 2007, 80,000 shares of common stock of FONAR were available for future grant under this Plan.
FONAR CORPORATION AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS JUNE 30, 2007
NOTE 12 - CAPITAL STOCK (Continued)
Options (Continued) - -------
Stock option activity and weighted average exercise prices under these plans and grants for the years ended June 30, 2007, 2006 and 2005 were as follows:
Weighted Average Aggregate Number of Exercise Intrinsic Options Price Value ---------- --------- --------- Outstanding, June 30, 2004 121,880 $30.50 - Granted 6,039 32.00 - Exercised ( 8,018) 30.75 - Forfeited ( 6,475) 32.00 - --------- ------ Outstanding, June 30, 2005 113,426 30.50 - Granted 71,633 17.75 - Exercised ( 68,193) 17.75 - Forfeited ( 2,200) 28.50 - --------- ------ Outstanding, June 30, 2006 114,666 30.00 - Granted 240 13.50 - Exercised ( 3,680) 13.50 - Forfeited ( 1,956) 28.44 - --------- ------ Outstanding, June 30, 2007 109,270 $30.55 - ========= ======
Exercisable at: June 30, 2005 91,518 $31.00 June 30, 2006 114,666 $30.00 June 30, 2007 109,270 $30.55
During the year ended June 30, 2007, 240 options were granted and exercised by a consultant. The compensatory element of the options granted was $920. During the year ended June 30, 2006, 71,633 options were granted, of which, 2,000 were granted to an employee and 69,633 were granted to consultants. The compensatory element of the options granted was $109,936. During the year ended June 30, 2006, 68,193 of the options granted in 2006 were exercised. The fair value of the options granted in 2007 and 2006 to the consultants was calculated under the Black Scholes pricing method factoring in the short-term exercise period. The value of the employee options granted during the year ended June 30, 2006 was determined to be deminimus, as calculated using the Black Scholes pricing method. The calculation was based on an expected life of three years, interest rate of 4% and a 34% volatility.
FONAR CORPORATION AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS JUNE 30, 2007
NOTE 12 - CAPITAL STOCK (Continued)
Options (Continued) - -------
The range of exercise prices for options outstanding as of June 30, 2007 was as follows:
Weighted Average Number of Remaining Options Contractual Range of Exercise Price Outstanding Life in Years ----------------------- ------------ ------------
$18.75 - $28.13 77,830 3.9 $29.00 - $42.18 23,320 4.5 $46.88 8,120 4.1 ------------ 109,270 ============
On March 10, 1997, HMCA adopted the 1997 Incentive Stock Option Plan, pursuant to which HMCA authorized the issuance of up to 2,000,000 shares of the common stock of HMCA. Options to purchase 1,600,000 shares at an option price of $0.10 per share were granted on March 10, 1997. As of June 30, 2007, options to purchase 400,000 shares of HMCA common stock were available for future grant under this plan.
On December 16, 1998, HMCA adopted the 1998 Non-Statutory Stock Option Plan, pursuant to which HMCA authorized the issuance of up to 500,000 shares of the common stock of HMCA. Options to purchase 400,000 shares at an option price of $1.00 per share were granted on December 16, 1998. During the year ended June 30, 2003, the Company issued 45,000 shares of FONAR common stock at a value of $1,226,251 to a related party in exchange for the options outstanding under the HMCA 1997 Incentive and 1998 Non-Statutory Stock Option Plans. As of June 30, 2007, 100,000 shares of HMCA common stock were available for future grant under this plan.
On December 16, 1998, HMCA adopted the 1998 Incentive Stock Option Plan, pursuant to which HMCA authorized the issuance of up to 2,000,000 shares of the common stock of HMCA. Options to purchase 670,000 shares at an option price of $1.00 per share were granted on December 16, 1998. 470,000 of the options granted will not become exercisable unless and until such time as HMCA successfully completes a public offering of its securities, and 200,000 of the options will not become exercisable until one year thereafter. The options will expire on December 15, 2008. No options have vested as of June 30, 2007. As of June 30, 2007, options to purchase 1,330,000 shares of HMCA common stock were available for future grant under this plan.
FONAR CORPORATION AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS JUNE 30, 2007
NOTE 12 - CAPITAL STOCK (Continued)
Options (Continued) - -------
Stock option share activity and weighted average exercise prices under the HMCA plans and grants for the three years ended June 30, 2007, 2006 and 2005 were as follows: Weighted Average Aggregate Number of Exercise Intrinsic Options Price Value --------- -------- ---------
Outstanding, June 30, 2005 660,000 $1.00 -
Forfeited - - --------- -------- Outstanding, June 30, 2006 660,000 $1.00 -
Forfeited - - --------- -------- Outstanding, June 30, 2007 660,000 $1.00 - ========= ========
Exercisable at: June 30, 2005 - June 30, 2006 - June 30, 2007 -
Stock Bonus Plans - -----------------
On February 16, 2005, the Company filed a registration statement on Form S-8 to register 120,000 shares under FONAR's 2005 Stock Bonus Plan. As of June 30, 2007, no shares of common stock of FONAR were available for future grant under this plan.
On July 18, 2005, the Company filed a registration statement on Form S-8 to register 120,000 shares under FONAR's 2005 Supplemental Stock Bonus Plan. As of June 30, 2007, no shares of common stock of FONAR were available for future grant under this plan.
Warrants - --------
As of June 30, 2007, 42,000 warrants remain outstanding, which expire on May 24, 2009. The exercise price is $19.75. The holder of the warrants has anti- dilution rights which provide for proportionate adjustments of the exercise price and number of underlying shares in the event of stock splits, stock dividends or reverse stock splits and sales of the Company's common stock below the warrant exercise price.
FONAR CORPORATION AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS JUNE 30, 2007
NOTE 13 - LONG-TERM DEBT, NOTES PAYABLE AND CAPITAL LEASES
Long-term debt, notes payable and capital leases consist of the following:
June 30, ------------------------ 2007 2006 ----------- ----------- Capital lease requiring monthly payments of $13,623, including interest at a rate of 10.51% per annum through July 2010. The loan is collateralized by the related equipment. $ 428,954 $ 540,876
Capital lease requiring monthly payments of $2,997, including interest at a rate of 8.36% per annum through October 2008. The loan is collateralized by the related equipment. 47,572 75,493
Note payable requiring monthly payments of interest at a rate of 7% until May 2009 followed by monthly payments of $3,908 through May 2026. A final payment of $555,152 will be due on May 29, 2026. The loan is collateralized by the related building. 545,237 555,152
Other (including capital leases for property and equipment). 191,439 234,173 ----------- ----------- 1,213,202 1,405,694 Less: Current portion 257,639 233,751 ----------- ----------- $ 955,563 $1,171,943 =========== ===========
The maturities of long-term debt over the next five years are as follows:
Years Ending June 30, ------------ 2008 $ 257,639 2009 186,155 2010 183,450 2011 36,587 2012 4,134 Thereafter 545,237 ---------- $1,213,202 ==========
FONAR CORPORATION AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS JUNE 30, 2007
NOTE 14 - INCOME TAXES
Components of the current provision for income taxes are as follows:
Years Ended June 30, ------------------------------------ 2007 2006 2005 ---------- ---------- --------- Current: Federal $ - $ 33,546 $ - State - 20,488 64,041 ---------- ---------- --------- $ - $ 54,034 $ 64,041 ========== ========== =========
A reconciliation of the federal statutory income tax rate to the Company's effective tax rate as reported is as follows:
Years Ended June 30, ------------------------------------ 2007 2006 2005 ---------- ---------- ----------
Taxes at federal statutory Rate (34.0)% (34.0)% 34.0% State and local income taxes (benefit), net of federal benefit 0.0 0.2 5.9 Permanent differences 2.0 1.7 2.5 Increase in the valuation allowance 32.0 32.3 (36.5) Effective income tax rate ---------- ---------- ---------- 0.0% 0.2% 5.9% ========== ========== ==========
As of June 30, 2007, the Company has net operating loss ("NOL") carryforwards of approximately $156,195,000 that will be available to offset future taxable income. The utilization of certain of the NOLs is limited by separate return limitation year rules pursuant to Section 1502 of the Internal Revenue Code. The expiration dates of NOL carryforwards are as follows:
June 30, -------- 2012 $ 5,500,000 2013 845,000 2019 15,852,000 2020 18,718,000 2021 19,657,000 2022 19,711,000 2023 16,260,000 2024 9,257,000 2025 44,000 2026 27,001,000 2027 23,350,000 ------------ $156,195,000 ============
FONAR CORPORATION AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS JUNE 30, 2007
NOTE 14 - INCOME TAXES (Continued)
The Company has, for federal income tax purposes, research and development tax credit carryforwards aggregating $3,651,503, which are accounted for under the flow-through method.
In addition, for New York State income tax purposes, the Company has tax credit carryforwards, aggregating approximately $1,178,000, which are accounted for under the flow-through method. The tax credit carryforwards expire during the years ending June 30, 2006 to June 30, 2024.
The Company has capital loss carryforwards of $5,500,000 that expire as of June 30, 2009.
Significant components of the Company's deferred tax assets and liabilities at June 30, 2007 and 2006 are as follows:
June 30, ------------------------ 2007 2006 ----------- ----------- Deferred tax assets: Allowance for doubtful accounts $ 2,624,314 $ 1,899,465 Non-deductible accruals 328,943 368,184 Net operating carryforwards 62,478,267 53,135,677 Tax credits 4,732,454 4,692,958 Inventory capitalization for tax purposes 157,378 288,171 Property and equipment and depreciation 1,090,958 1,021,206 Capital losses carryforwards 536,845 529,412 Charitable contributions 3,200 4,800 ----------- ----------- 71,952,359 61,939,873 Valuation allowance (70,992,657) (61,001,305) ----------- ----------- Net deferred tax assets 959,702 938,568 ----------- ----------- Deferred tax liabilities: Capitalized software development costs (959,702) (938,568) ----------- ----------- Gross deferred tax liabilities (959,702) ( 938,568) ----------- ----------- Net deferred tax liabilities $ - $ - ========================
The net change in the valuation allowance for deferred tax assets increased by $9,991,353 and $12,390,979, respectively, for the years ended June 30, 2007 and 2006.
FONAR CORPORATION AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS JUNE 30, 2007
NOTE 15 - OTHER CURRENT LIABILITIES
Included in other current liabilities are the following:
June 30, ------------------------ 2007 2006 ----------- ----------- Royalties $ 635,338 $ 716,321 Accrued salaries, commissions and payroll taxes 1,105,655 1,146,160 Accrued interest 573,461 535,209 Litigation judgements 193,349 193,349 Sales tax payable 3,036,845 2,180,313 Other 2,210,744 1,330,483 ----------- ----------- $ 7,755,392 $ 6,101,835 =========== ===========
NOTE 16 - COMMITMENTS AND CONTINGENCIES
Leases - ------
The Company rents its operating facilities and certain equipment, pursuant to operating lease agreements expiring at various dates through December 2013. The leases for certain facilities contain escalation clauses relating to increases in real property taxes as well as certain maintenance costs.
In May 2002, HMCA entered into a sub-lease agreement (as amended in January 2003) with an entity owned by a relative of Raymond V. Damadian. The sub-lease agreement expires on September 30, 2009. Rental income under the sub-lease agreement for the years ended June 30, 2007, 2006 and 2005 amounted to $112,197, $102,329 and $97,587, respectively. The amount due from the related party at June 30, 2007 was $14,454 and is included in current portion of advances and notes to related medical practices (see Note 19).
During 2003, HMCA entered into a sub-lease agreement with a third party. The sub-lease agreement expires on June 30, 2006. Rental income under the sub-lease agreement for the years ended June 30, 2007, 2006 and 2005 amounted to approximately $0, $87,000 and $129,000, respectively. The rental income is included in the consolidated statements of operations under costs related to management and other fees - related medical practices.
FONAR CORPORATION AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS JUNE 30, 2007
NOTE 16 - COMMITMENTS AND CONTINGENCIES (Continued)
Leases (Continued) - ------
Future minimum operating lease commitments, along with sub-lease income consisted of the following at June 30, 2007:
Facilities And Equipment Year Ending (Operating Sub-Lease June 30, Lease) (Income) ----------- ------------ ---------
2008 $ 2,336,428 $ (94,000) 2009 1,718,987 (94,000) 2010 765,922 (94,000) 2011 563,830 (23,000) 2012 115,743 - Thereafter 1,112,427 - ----------- --------- Total minimum obligations $ 6,613,337 $(305,000) =========== =========
Rent expense for operating leases approximated $2,841,000, $2,923,000 and $3,316,000 for the years ended June 30, 2007, 2006 and 2005, respectively.
License Agreements - ------------------
The Company has a license agreement which requires the Company to pay a royalty on the Company's future sales of certain MRI imaging apparatus. Royalty expense charged to operations for the years ended June 30, 2007, 2006 and 2005 approximated $67,000, $65,000 and $868,000, respectively.
In July 2000, the Company entered into a license agreement, pursuant to which it licensed certain of its intellectual assets on a non-exclusive basis. Remuneration payable to the Company under this agreement was $11.7 million, of which $9.0 million was received in September of 2000 and $2.7 million in January of 2001. The license fee of $11.7 million was recognized as income ratably over the five-year period ended June 30, 2005.
Employee Benefit Plans - ----------------------
The Company has a non-contributory 401(k) Plan (the "401(k) Plan"). The 401(k) Plan covers all non-union employees who are at least 21 years of age with no minimum service requirements. There were no employer contributions to the Plan for the years ended June 30, 2007, 2006 and 2005.
The stockholders of the Company approved the 2000 Employee Stock Purchase Plan ("ESPP") at the Company's annual stockholders' meeting in April 2000. The ESPP provides for eligible employees to acquire common stock of the Company at a discount, not to exceed 15%. This plan has not been put into effect as of June 30, 2007.
FONAR CORPORATION AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS JUNE 30, 2007
NOTE 16 - COMMITMENTS AND CONTINGENCIES (Continued)
Litigation - ----------
The Company is subject to legal proceedings and claims arising from the ordinary course of its business, including personal injury, customer contract and employment claims. In the opinion of management, the aggregate liability, if any, with respect to such actions, will not have a material adverse effect on the consolidated financial position or results of operations of the Company.
In March 2005, the Company settled a litigation for $550,000, which arose during the installation of a scanner when an employee of a customer's subcontractor was injured. The Company believed that it was not at fault but elected to settle the case to avoid the cost and uncertainty of litigation. At June 30, 2004, the Company reserved $200,000 in anticipation of a settlement. During the year ended June 30, 2005, the Company recorded an additional $350,000 shown in other expenses in the accompanying consolidated statement of operations, to reflect the balance of the settlement (see Note 17).
Certain no-fault insurers have raised issues concerning whether the Company's clients the "PC's" are in compliance with certain laws, including, but not limited to, laws governing their corporate structure and/or licensing, their entitlement or standing to seek and/or obtain no-fault benefits, and/or laws prohibiting the corporate practice of medicine, fee-splitting and/or physician self referrals. To the extent any claims are asserted against the PC's, the settlement of such claims could result in the PC's waiving their rights to collect certain of their insurance claims. Management believes that the Company and the PC's are not in violation of any of the above mentioned laws. Since the resolution or settlement of these claims with the insurance companies could have a material impact on the collection of management fees by the Company from its PC's, the Company has provided reserves for uncollectable fees related to this matter.
Company's Common Stock Meets NASDAQ's Continuing Listing Requirements - ---------------------------------------------------------------------
The Company received written notification from the Nasdaq Stock Market on December 22, 2005 that the bid price of its common stock for the last 30 consecutive trading days had closed below the minimum $1.00 per share required for continued listing under Nasdaq Marketplace Rule 4310(c)(4) (the "Rule"). Pursuant to Nasdaq Marketplace Rule 4310(c)(8)(D). The Company was granted an extension to achieve compliance until December 18, 2006.
The Company remained not in compliance and as a result of a hearing held before the Nasdaq Listing Qualifications Panel ("Panel") on February 15, 2007, the Company's request for continued listing on the Nasdaq Stock Market was granted, subject to the condition that on or before May 1, 2007, the Company must have evidenced a closing bid price of $1.00 or more for a minimum of ten consecutive trading days, which condition has been satisfied. The Panel's decsion was based on its determination that the reverse split to be presented at the Annual Meeting on April 16, 2007, when implemented, would likely cure the bid price deficiency and allow the Company to maintain compliance for the longer term. Accordingly, the Company did effect a reverse stock split as of April 17, 2007. The Company is currently in compliance with the listing requirements.
FONAR CORPORATION AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS JUNE 30, 2007
NOTE 16 - COMMITMENTS AND CONTINGENIES (Continued)
Other Matters - -------------
In March 2007, the Company and New York State taxing authorities conducted a conference to discuss a sales tax matter to determine if certain sales transactions are subject to sales tax withholdings. At the present time, such discussions are ongoing and the Company cannot yet determine the outcome. Management is of the belief the resolution of this matter will not materially impact the consolidated financial statements. The Company has recorded a provision of $250,000 to cover any potential tax liability including interest. Such amount is the Company's best estimate of the tax liability. Management is unable to determine the outcome of this uncertainty.
The Company is also delinquent in filing sales tax returns for certain states, for which the Company has transacted business. The Company has recorded tax obligations of $1,770,000 plus interest and penalties of approximately $900,000. The Company is in the process of determining is regulatory requirements in order to become compliant.
The Company has determined they may not be in compliance with the Department of Labor and Internal Revenue Service regulations concerning the requirements to file Form 5500 to report activity of its 401K Employee Benefit Plan. The filings do not require the Company to pay tax, however they may be subject to penalty for non-compliance. The Company has recorded provisions for any potential penalties totaling $250,000. Such amount is the Company's best estimate of potential penalties. Management is unable to determine the outcome of this uncertainty. The Company has engaged outside counsel to handle such matters to determine the necessary requirements to ensure compliance. Such non-compliance could impact the eligibilty of the plan.
NOTE 17 - OTHER INCOME
Other income consists of:
For the Years Ended June 30, ----------------------------------- 2007 2006 2005 ---------- ---------- --------- Income from investment $ 142,000 $ 156,000 $180,000 Other income (expense) 147,929 171,000 322,178 Litigation settlements - - (350,000) ---------- ---------- --------- $ 289,929 $ 327,000 $152,178 ========== ========== =========
FONAR CORPORATION AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS JUNE 30, 2007
NOTE 18 - SUPPLEMENTAL CASH FLOW INFORMATION
During the years ended June 30, 2007, 2006 and 2005, the Company paid $241,661, $281,903 and $225,177 for interest, respectively. During the years ended June 30, 2007, 2006 and 2005, the Company paid $8,088, $57,180 and $78,638 for income taxes, respectively.
Non-Cash Transactions - ---------------------
- - During the Year Ended June 30, 2007:
a) The Company paid premiums for life insurance on its Chief Executive Officer. The insurance policies are owned by a life insurance trust. The cash surrender value of the life insurance policies of $1,234,000 was contributed to capital during the first quarter of fiscal 2007 pursuant to a split dollar agreement.
- - During the Year Ended June 30, 2006:
a) The Company acquired equipment of $132,262 under capital lease obligations.
b) The Company received notes receivable from employee stockholders of $422,673 in connection with issuance of 674,339 shares of its common stock.
c) In connection with the Company's sale of it's subsidiary in January 2006, an equipment loan totaling $374,565 was assumed by the purchaser.
- - During the Year Ended June 30, 2005:
a) The Company acquired equipment of $633,675 under a capital lease obligation.
b) The Company issued 179,973 shares of common stock valued at $223,234 in connection with issuance of notes and loans receivable from employee stockholders.
NOTE 19 - ADVANCES AND NOTES TO RELATED MEDICAL PRACTICES
Canarsie MRI Associates ("Canarsie"), a joint venture partnership, of which MRI Specialties, Inc. ("Specialties") is an owner, is a party to a service agreement for its scanner with the Company at an annual fee of $85,000. In addition, during fiscal 2001, Canarsie purchased a QUAD MRI scanner from the Company, for a purchase price of $850,000, payable as follows: (1) $400,000 downpayment (received April 2001); (2) $450,000 in 84 equal monthly installments, including interest at 6%, pursuant to a promissory note to be executed upon acceptance of the scanner. Timothy Damadian, the son of Raymond V. Damadian, is the sole stockholder, Director and President of Specialties. The balance due under this note as of June 30, 2007 was $100,842. Interest income on this note for the years ended June 30, 2007, 2006 and 2005 amounted to $9,249, $12,791 and $16,631, respectively.
FONAR CORPORATION AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS JUNE 30, 2007
NOTE 19 - ADVANCES AND NOTES TO RELATED MEDICAL PRACTICES (Continued)
The Company has cumulative advances due from a former subsidiary, Tallahassee Magnetic Resonance Imaging, P.A., totaling $546,183. This balance is payable as follows: (1) Monthly payments of interest only of $2,730 until August 2007 (2) $546,183 in 40 monthly installments, including interest at 6%, pursuant to a promissory note. Interest income on this note for the year ended June 30, 2007 amounted to $32,760.
The maturities of advances and notes to related medical practices over the next five years are as follows:
Years Ending June 30, ------------
2008 $215,832 2009 214,521 2010 170,268 2011 89,033 -------- $689,654 ========
NOTE 20 - SALE OF SUBSIDIARY
On January 31, 2006, the Company sold 100% of the stock of Tallahassee Magnetic Resonance Imaging, P.A. to Raymond V. Damadian for a deminimus amount since the liabilities exceeded the assets. No gain or loss was recognized on this sale. Revenue recognized from this entity totaled $590,883 and $1,272,859 for the year ended June 30, 2006 and 2005, respectively.
NOTE 21 - SEGMENT AND RELATED INFORMATION
The Company provides segment data in accordance with the provisions of SFAS No. 131, "Disclosures About Segments of an Enterprise and Related Information".
The Company operates in two industry segments - manufacturing and the servicing of medical equipment and management of diagnostic imaging services.
The accounting policies of the segments are the same as those described in the summary of significant accounting policies. All intersegment sales are market- based. The Company evaluates performance based on income or loss from operations.
FONAR CORPORATION AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS JUNE 30, 2007
NOTE 21 - SEGMENT AND RELATED INFORMATION (Continued)
Summarized financial information concerning the Company's reportable segments is shown in the following table:
Physician FONAR Management and Medical Diagnostic Equipment Services Totals ------------ -------------- ----------- Fiscal 2007: - ------------ Net revenues from external Customers $ 21,269,989 $ 11,941,943 $ 33,211,932 Intersegment net revenues $ 1,053,106 $ - $ 1,053,106 Loss from operations $(22,219,240) $ (3,233,331) $(25,452,571) Depreciation and amortization $ 1,562,393 $ 1,113,438 $ 2,675,831 Compensatory element of stock Issuances $ 116,068 $ 4,750 $ 120,818 Total identifiable assets $ 21,098,416 $ 20,111,759 $ 41,210,175 Capital expenditures $ 1,370,227 $ 213,231 $ 1,583,458
Fiscal 2006: - -----------
Net revenues from external Customers $ 19,708,055 $ 13,368,274 $ 33,076,329 Intersegment net revenues $ 587,465 $ - $ 587,465 Loss from operations $(24,742,622) $ (4,981,864) $(29,724,486) Depreciation and amortization $ 2,028,332 $ 1,258,533 $ 3,286,865 Compensatory element of stock Issuances $ 1,172,254 $ 723,208 $ 1,895,462 Termination costs paid with common stock $ - $ 1,600,000 $ 1,600,000 Total identifiable assets $ 31,264,366 $ 25,965,178 $ 57,229,544 Capital expenditures $ 1,552,275 $ 2,045,940 $ 3,598,215
Fiscal 2005: - ----------- Net revenues from external Customers $ 81,266,949 $ 23,631,595 $104,898,544 Intersegment net revenues $ 506,955 $ - $ 506,955 Income from operations $ 751,570 $ 911,732 $ 1,663,302 Depreciation and amortization $ 2,343,146 $ 1,648,606 $ 3,991,752 Compensatory element of stock Issuances $ 1,290,346 $ 1,782,788 $ 3,073,134 Total identifiable assets $ 46,265,840 $ 29,828,642 $ 76,094,482 Capital expenditures $ 1,943,091 $ 1,513,624 $ 3,456,715
FONAR CORPORATION AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS JUNE 30, 2007
NOTE 21 - SEGMENT AND RELATED INFORMATION (Continued)
Export Product Sales - --------------------
The Company's areas of operations are principally in the United States. The Company had export sales of medical equipment amounting to 15.8%, 23.2% and 9.4% of product sales revenues to third parties for the years ended June 30, 2007, 2006 and 2005, respectively.
The foreign product sales, as a percentage of product sales to unrelated parties, were made to customers in the following countries:
For the Years Ended June 30, ---------------------------- 2007 2006 2005 ------ ------ ------ Puerto Rico - % - % 3.8% Kuwait (7.9) 9.7 - Switzerland - - 1.9 England .2 7.6 2.8 Holland 11.7 - - Germany 11.8 5.9 .9 ------ ------ ------ 15.8% 23.2% 9.4% ====== ====== ======
Foreign Service and Repair Fees - -------------------------------
The Company's areas of service and repair are principally in the United States. The Company had foreign revenues of service and repair of medical equipment amounting to 6.8%, 8.2% and 9.0% of consolidated net service and repair fees for the years ended June 30, 2007, 2006 and 2005, respectively. The foreign service and repair fees, as a percentage of total service and repair fees, were provided principally to the following countries:
For the Years Ended June 30, ---------------------------- 2007 2006 2005 ------ ------ ------ Korea .1% .9% 1.2% Spain 1.7 2.0 2.8 Puerto Rico 1.1 1.1 .3 Saudi Arabia ( .1) .9 1.4 Poland .4 .9 1.5 Switzerland 1.1 .7 - Germany .3 .2 - England .9 .2 - Holland .2 - - Scotland 1.1 1.3 1.8 ------ ------ ------ 6.8% 8.2% 9.0% ====== ====== ======
The Company does not have any material assets outside of the United States.
FONAR CORPORATION AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS JUNE 30, 2007
NOTE 22 - QUARTERLY FINANCIAL DATA (UNAUDITED)
(000's omitted, except per share data)
For the Quarters Ended ------------------------------------------------ Sept. 30, Dec. 31, Mar. 31, June 30, 2006 2006 2007 2007 Total -------- -------- -------- -------- -------- Total Revenues - Net $ 7,783 $ 7,672 $ 8,782 $ 8,975 $33,212
Total Costs and Expenses 13,874 13,071 14,097 17,623 58,665
Net Loss (6,105) (5,470) (5,401) (8,563) (25,539)
Basic and Diluted Net Loss Per Share $ (1.29) $ (1.13) $(1.11) $(1.76) $(5.29)
For the Quarters Ended ------------------------------------------------ Sept. 30, Dec. 31, Mar. 31, June 30, 2005 2005 2006 2006 Total -------- -------- -------- -------- -------- Total Revenues - Net $10,153 $10,541 $ 7,103 $ 5,279 $33,076
Total Costs and Expenses 18,188 16,085 14,461 14,067 62,801
Net Loss (8,317) (5,358) (7,357) (8,931) (29,963)
Basic and Diluted Net Loss Per Share $ (1.94) $ (1.21) $ (1.65) $ (1.98) $ (6.78)
Loss per share from operations for each quarter was computed independently using the weighted-average number of shares outstanding during the quarter. However, loss per share for the year was computed using the weighted-average number of shares outstanding during the year. As a result, the sum of the loss per share for the four quarters may not equal the full year loss per share.
FONAR CORPORATION AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS JUNE 30, 2007
NOTE 23 - ALLOWANCE FOR DOUBTFUL ACCOUNTS
The following represents a summary of allowance for doubtful accounts for the years ended June 30, 2007, 2006 and 2005, respectively:
Balance Balance Description June 30, 2006 Additions Deductions June 30, 2007 - ------------------------- ------------- ------------- ----------- ------------- Receivables from equipment sales and service contracts $ 644,087 (1) $662,122 $ - $1,306,209 Receivables from equipment sales and service contracts - related parties 646,621 - - 646,621 Management fee receivable from related medical practices 3,053,486 (1) 1,150,000 - 4,203,486 Medical receivables - (1) 190,000 - 190,000 Advance and notes to related Parties 364,791 - - 364,791
Description - ----------- Balance Balance Description June 30, 2005 Additions Deductions June 30, 2006 - ------------------------- ------------- ------------- ----------- ------------- Receivables from equipment sales and service contracts $ 498,452 (1) $ 145,635 $ - $ 644,087 Receivables from equipment sales and service contracts - related parties 646,621 - - 646,621 Management fee receivable From related medical practices 2,017,163 (1) 1,327,000 290,677 3,053,486 Advance and notes to Related Parties 364,791 - - 364,791
Description - ----------- Balance Balance Description June 30, 2004 Additions Deductions June 30, 2005 - ------------------------- ------------- ------------- ----------- ------------- Receivables from equipment sales and service contracts $ 467,990 (1)$ 30,462 $ - $ 498,452 Receivables from equipment sales and service contracts - related parties 655,563 - (1) 8,942 646,621 Management fee receivable From related medical practices 1,874,390 (1) 142,773 - 2,017,163 Advance and notes to related Parties 364,791 - - 364,791
(1) Included in provision for bad debts.
FONAR CORPORATION AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS JUNE 30, 2007
NOTE 24 - SALE OF PHYSICAL MEDICINE MANAGEMENT BUSINESS
On July 28, 2005, FONAR, HMCA and Dynamic entered into an Asset Purchase Agreement with Health Plus Management Services, L.L.C. ("Health Plus"), pursuant to which HMCA and its subsidiary Dynamic sold to Health Plus the portion of their business which was engaged in the business of managing physical therapy and rehabilitation facilities, together with the assets used in the conduct of such business.
The assets sold consisted principally of the management agreements with the physical therapy and rehabilitation facility management business, the physical therapy equipment, a portion of the accounts receivable and furniture and fixtures the Company provided to the physical therapy and rehabilitation facilities.
The two principals of Health Plus were employed by HMCA and Dynamic up to the time of the closing of the business. In consideration for the termination of their employment agreement, these two individuals each became entitled to receive $800,000. In addition, each became entitled to receive $200,000 for collection services to be provided on behalf of HMCA and Dynamic with respect to a portion of the accounts receivable of certain physical therapy and rehabilitation facilities which arose during the period when HMCA was engaged in the management of those facilities. The $1,000,000 payable to each of these individuals was satisfied in shares of FONAR common stock in 2006.
The purchase price under the Asset Purchase Agreement was $6.6 million, payable pursuant to a promissory note (the "Note") in 120 monthly installments commencing on August 28, 2005. The first twelve installments are interest only and the remaining 108 payments will consist of equal installments of principal and interest in the amount of $76,014 each. The Note is secured by a first lien on all of the assets of Health Plus, including its accounts receivable. The Note is subject to prepayment provisions to the extent Health Plus resells all or part of the assets and business or utilizes the assets sold as collateral in any debt financing. The note provides for interest at 5% per annum. The fair value assigned to the note was $6,078,068 reflecting a discount of $521,932 for the below market interest rate. The Company recorded a loss of $143,598 on this transaction during the year ended June 30, 2006.
For accounting purposes in accordance with accounting principles generally accepted in the United States, the Company determined that the classification of the disposed business described above as discontinued operations would not be appropriate. Accordingly, the operating results of the disposed business have been included in continuing operations in the accompanying consolidated financial statements.
NOTE 25 - SUBSEQUENT EVENTS
Registration Statement - ----------------------
On August 9, 2007, the Company filed a registration statement on Form S-8 to register 100,000 shares under the Company's 2007 Stock Bonus Plan.
FONAR CORPORATION AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS JUNE 30, 2007
NOTE 25 - SUBSEQUENT EVENTS (Continued)
Issuances of Common Stock - -------------------------
During the period from July 1, 2007 through August 31, 2007:
a) The Company issued 20,000 shares of common stock for costs and expenses of $141,000.
Sale of Investment - ------------------
On July 31, 2007, the Company sold its 20% equity interest in an unconsolidated entity to an unrelated third party. The selling price was $ 629,195. The Company realized a gain on the sale of the equity interest of $ 571,161.
The gain was calculated as follows:
Selling Price: $ 629,195 Less: Closing costs ( 58,034) --------- Selling Price - Net 571,161
Basis 0 --------- Gain on sale of investment $ 571,161 =========
Sale of Consolidated Subsidiary - -------------------------------
On July 31, 2007, the Company sold its 50% interest in a consolidated subsidiary to an unrelated third party. This entity provided management services to a diagnostic center in Orlando, FL.
The unrelated third party purchased all assets and assumed all liabilities of the diagnostic center which included cash, the management agreement receivable, furniture and fixtures and other miscellaneous assets. The purchase price for the 50% interest was $ 4,499,768 and after closing costs the amount received was $ 4,256,372.
The following is the calculation of the gain on sale of the 50% interest in a consolidated subsidiary:
Selling Price: $ 4,499,768 Less: Closing costs ( 243,396) ----------- Selling Price - Net: $ 4,256,372
Assets sold: Cash $ 114,238 Management fee Receivable 1,166,100 Property and Equipment - Net 22,673 Other Assets 14,759 Minority Interest ( 456,373) ----------- Subtotal 861,397 ----------- Gain on sale of consolidated entity $ 3,394,975 ===========
ITEM 9.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE.
There have been no disagreements with our independent registered public accounting firm or other matters requiring disclosure under Regulation S-K, Item 304(b).
ITEM 9A.
ITEM 9A. CONTROLS AND PROCEDURES
We maintain disclosure controls and procedures (as defined in Exchange Act Rule 13a-15(e) and 15d-15(e)) that are designed to ensure that information required to be disclosed in reports that we file or submit under the Securities Exchange Act of 1934 is recorded, processed, summarized, and reported within the time periods specified in the Securities and Exchange Commission's rules and forms, and that such information is accumulated and communicated to our management, including our Chief Executive Officer and our principal financial officer, as appropriate, to allow timely decisions regarding the required disclosures. In designing and evaluating the disclosure controls and procedures, we recognize that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives.
We carried out an evaluation, under the supervision and with the participation of management, including our Chief Executive Officer and our principal financial officer, of the effectiveness of the design and operation of our disclosure controls and procedures as of June 30, 2007. Based on this evaluation, our Chief Executive Officer and our principal financial officer each concluded that our disclosure controls and procedures were effective as of June 30, 2007. There has been no change in our internal control over financial reporting that occurred during the fourth quarter of fiscal year 2007 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
As of June 30, 2007, we are not required to report on internal control over financial reporting nor obtain an attestation report from an independent public accounting firm on internal control over financial reporting. Pursuant to SEC rule release 33-8644, we exited accelerated filer status for the year ended June 30, 2007 because our public float held by non-affiliates at December 31, 2006 was less than $50 million. Pursuant to SEC rule release 33-8760, we are not required to report on internal control over financial reporting until June 30, 2008 and obtain an attestation report from an independent public accounting firm on internal control over financial reporting until June 30, 2009, as long as we remain a non-accelerated filer.
PART III
ITEM 10.
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT.
Directors serve from the date of their election until the next annual meeting of stockholders and until their successors are elected and qualify. With the exception of Dr. Raymond V. Damadian, who does not receive any fees for serving as a director, each director receives $20,000 per annum for his or her service as a director. Officers serve at the discretion of the Board of Directors.
A majority of our board of directors is composed of independent directors: Robert J. Janoff, Charles N. O'Data and Robert Djerejian. These three individuals also serve as the three members of the audit committee, which is a standing committee of board of directors having a charter describing its responsibilities. Mr. O'Data has been designated as the audit committee financial expert. His relevant experience is described in his biographical information. We have adopted a code of ethics applicable to, among other personnel, our principal executive officer, principal financial officer, controllers and persons performing similar functions. The code is designed to deter wrongdoing and to promote: 1. honest and ethical conduct, including the ethical handling of actual or apparent conflicts of interest between personal and professional relationships; 2. full, fair, accurate, timely and understandable disclosure in reports and documents that we file or submit to the Securities and Exchange Commission and in other public communications we make; 3. compliance with applicable governmental laws, rules and regulations; 4. the prompt internal reporting of violations of the code to an appropriate person or persons identified in the code and 5. accountability for adherence to the code. We will provide a copy of the code to any person who requests a copy. A person may request a copy by writing to Fonar Corporation, 110 Marcus Drive, Melville, New York 11747, to the attention of the Legal Department or Investor Relations.
The officers and directors of the Company are set forth below:
Raymond V. Damadian, M.D. 71 President, Treasurer, Chairman of the Board and a Director
David B. Terry 60 Senior Vice President and Secretary
Claudette J.V. Chan 69 Director
Robert J. Janoff 80 Director
Charles N. O'Data 71 Director
Robert Djerejian 76 Director
Raymond V. Damadian, M.D. has been the Chairman of the Board and President of Fonar since its inception in 1978 and Treasurer since February, 2001. Dr. Damadian was employed by the State University of New York, Downstate Medical Center, New York, as an Associate Professor of Biophysics and Associate Professor of Internal Medicine from 1967 until September 1979. Dr. Damadian received an M.D. degree in 1960 from Albert Einstein College of Medicine, New York, and a B.S. degree in mathematics from the University of Wisconsin in 1956. In addition, Dr. Damadian conducted post-graduate work at Harvard University, where he studied extensively in the fields of physics, mathematics and electronics. Dr. Damadian is the author of numerous articles and books on the nuclear magnetic resonance effect in human tissue, which is the theoretical basis for the Fonar MRI scanners. Dr. Damadian is a 1988 recipient of the National Medal of Technology and in 1989 was inducted into the National Inventors Hall of Fame, for his contributions in conceiving and developing the application of magnetic resonance technology to medical applications including whole body scanning and diagnostic imaging. Dr. Damadian is the President, Treasurer and director of HMCA.
David B. Terry is the Senior Vice President and Secretary of the Company. Mr. Terry has been serving as Vice President since December 1998 and as Secretary since May 1990. Previously, he served as Treasurer from May 1990 to December 1998, as Secretary from July 1978 through June 1987 and as Treasurer from August 1981 through June 1987. From July 1978 through June 1987, he was also a Director of the Company. Between July 1987 and January 1990, Mr. Terry was a co-owner and actively engaged in the business of Carman-Terry Realty, a real estate brokerage firm. In January 1990, Mr. Terry resumed his employment with the Company. Mr. Terry is a brother-in-law of Raymond V. Damadian.
Claudette J.V. Chan has been a Director of Fonar since October 1987. Mrs. Chan was employed from 1992 through 1997 by Raymond V. Damadian, M.D. MR Scanning Centers Management Company and since 1997 by HMCA, as "site inspector," in which capacity she is responsible for supervising and implementing standard procedures and policies for MRI scanning centers. From 1989 to 1994 Mrs. Chan was employed by St. Matthew's and St. Timothy's Neighborhood Center, Inc., as the director of volunteers in the "Meals on Wheels" program, a program which cares for the elderly. In approximately 1983, Mrs. Chan formed the Claudette Penot Collection, a retail mail-order business specializing in women's apparel and gifts, of which she was the President until she stopped operating the business in approximately 1989. Mrs. Chan practiced and taught in the field of nursing until 1973, when her son was born. She received a bachelor of science degree in nursing from Cornell University in 1960. Mrs. Chan is the sister of Raymond V. Damadian.
Robert J. Janoff has been a Director of Fonar since February 1989. Mr. Janoff has been a self-employed New York State licensed private investigator for more than thirty-five years and was a Senior Adjustor in Empire Insurance Group for more than 15 years until retiring from that position on July 1, 1997. Mr. Janoff also served, from June 1985 to June 1991, as President of Action Data Management Strategies, Ltd., a supplier of computer programs for use by insurance companies. Mr. Janoff was a member of the Board of Directors of Harmony Heights of Oyster Bay, New York for over 25 years, which is a nonprofit residential school for girls with learning disabilities.
Charles N. O'Data has been a Director of Fonar since February 1998. From 1968 to 1997, Mr. O'Data was the Vice President for Development for Geneva College, a liberal arts college located in western Pennsylvania. In that capacity, he acted as the College's chief investment officer. His responsibilities included management of the College's endowment fund and fund raising. In July 1997, Mr. O'Data retired from Geneva College after 36 years of service to assume a position of National Sales Executive for SC Johnson Company's Professional Markets Group, a unit of SC Johnson Wax, and specialized in healthcare and education sales, a position he held until the spring of 1999. In his capacity with SC Johnson he was responsible for sales to the nation's three largest Group Purchasing Organizations which included some 4,000 hospitals. Mr. O'Data presently acts as an independent financial consultant to various entities. Mr. O'Data served on the board of the Medical Center, Beaver, Pennsylvania, now a part of Heritage Valley Health System, a 500 bed acute care facility, for 22 years, three as its Chair. Mr. O'Data also served on the board of the Hospital Council of Western Pennsylvania, a shared-services and group purchasing organization covering seven states. He founded The Beaver County Foundation, a Community Foundation, in 1992, and serves as its President. Mr. O'Data is listed as a finance associate in the Middle States Association, Commission on Higher Education. The commission is the formal accrediting body for higher education in the eastern region of the country. In this capacity he evaluates the financial aspects of educational organizations. Mr. O'Data is a graduate of Geneva College, where he received a B.S. degree in Economics in 1958.
Robert Djerejian, has been a Director for Fonar since June 2002. Since 1996 he has served as a senior consultant for Haines, Lundberg & Waehler International, an architecture, design and engineering firm, which among other specialties designs hospitals and laboratories. Prior to that time he was the senior managing partner of the firm. Mr. Djerejian serves on the Board of Trustees of Pratt Institute, where he is also Vice Chairman of the Executive Committee and on the Board of Directors of the Delaware College of Art and Design, of which he was one of the founding directors. He is a graduate of Pratt Institute, where he received a B.A. in Architecture in 1955.
ITEM 11.
ITEM 11. EXECUTIVE COMPENSATION.
With the exception of the Chief Executive Officer, the compensation of the Company's executive officers is based on a combination of salary and bonuses based on performance. The Chief Executive Officer's compensation consists of a salary.
The Chief Executive Officer's salary varies only slightly and is by his own decision relatively low. It is not expected to increase materially in the near future. At such time as we become consistently and sufficiently profitable or there is a reconsideration of our compensation policy, the compensation payable to the Chief Executive Officer may be reconsidered. As presently existing, the Chief Executive Officer's compensation package includes no understandings with respect to bonuses, options or other incentives; as such, it is not subject to our general policy later discussed.
The Board of Directors does not have a compensation Committee. Dr. Raymond V. Damadian, President, Chief Executive Officer and Chairman of the Board, controls over 50% of the voting power of our capital stock. Dr. Damadian is the only executive officer who is a member of the Board of Directors. Dr. Damadian participates in the determination of executive compensation for our officers.
The Board of Directors has established an audit committee. The members of the committee are Robert J. Janoff, Charles N. O'Data and Robert Djerejian.
Our compensation policy includes a combination of salary, commissions, bonuses, stock bonuses and stock options, designed to incentivize our employees. There is no universal plan applicable to all of our employees. The fixed and variable components of our employees' compensation tend to be individualized, based on a combination of the employees' performance, responsibilities and position, our assessment of how best to motivate a person in such a position and the needs and preferences of the particular employees, as negotiated between employees and their supervisors or management.
There is set forth in the following Summary Compensation Table the compensation provided by us during fiscal 2007 to our Chief Executive Officer, who also serves as our acting Principal Financial Officer. There is set forth in the following Outstanding Equity Awards Table and Director Compensation Table the required information.
The Company paid premiums for life insurance on its Chief Executive Officer. The insurance policies are owned by a life insurance trust. The cash surrender value of the life insurance policies in the approximate amount of $1.2 million was contributed to capital during the first fiscal quarter of fiscal 2007 pursuant to a split dollar agreement.
I. SUMMARY COMPENSATION TABLE - -------------------------------------------------------------------------------- (a) (b) (c) (d) (e) (f) (g) All Name Other Total and Stock Compen- Compen- Principal Salary Bonus Award(s) sation sation Position Year ($) ($) ($) ($) ($) - --------- ---- ----------- ----- -------- ------- ----------- Raymond V. 2007 $ 90,162.36 - - - $ 90,162.36 Damadian, 2006 $ 93,059.68 - - - $ 93,059.68 President 2005 $ 86,799.98 - - - $ 86,799.98 and CEO - --------------------------------------------------------------------------------
II. OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END
Name Number Option Option Of Exercise Expiration Securities Price Date Underlying ($) Unexercised Options (#) Exercisable (a) (b) (c) - ---------- ----------- --------- ----------- Raymond V. 463 28.125 12/26/10 Damadian, CEO/CFO - --------------------------------------------------------------------------------
III. DIRECTOR COMPENSATION
Name Fees Total Earned or ($) Paid in Cash ($) (a) (b) (c) - ------------------- ----------- -------------
Raymond V.Damadian - - Claudette J.V. Chan $ 20,160.00 $ 20,160.00 Robert J. Janoff $ 20,000.24 $ 20,000.24 Charles N. O'Data $ 20,000.24 $ 20,000.24 Robert Djerejian $ 20,000.05 $ 20,000.05 - --------------------------------------------------------------------------------
EMPLOYEE COMPENSATION PLANS
Equity Compensation Plan Information as of June 30, 2007
(a) (b) (c) Plan category Number of securities Weighted-average Number of securities to be issued upon exercise price of remaining available exercise of outstanding options, for future issuance outstanding options, warrants and rights under equity warrants and rights compensation plans (excluding securities reflected in column (a) - -------------- ------------------- -------------------- --------------------- Equity compen- 109,270 $30.55 130,943 sation plans approved by security holders
Equity compen- - N/A - sation plans not approved by security holders ------------------- -------------------- --------------------- Total 109,270 $30.55 130,943 =================== ==================== =====================
Fonar's 1993 Incentive Stock Option Plan, adopted on March 26, 1993, terminated on March 25, 2003. There are 2,360 options that were issued under the plan that remain outstanding.
Fonar's 1997 Nonstatutory Stock Option Plan, adopted on May 9, 1997 terminated on May 8, 2007. Of the options granted under this plan, 84,178 remain outstanding.
Fonar's 2002 Incentive Stock Option Plan, adopted on July 1, 2002, is intended to qualify as an incentive stock option plan under Section 422A of the Internal Revenue Code of 1954, as amended. The 2002 Incentive Stock Option Plan permits the issuance of stock options covering an aggregate of 100,000 shares of Common Stock of Fonar. The options have an exercise price equal to the fair market value of the underlying stock on the date the option is granted, are nontransferable, are exercisable for a period not exceeding ten years and expire upon the voluntary termination of employment. The 2002 Stock Option Plan will terminate on June 30, 2012. As of June 30, 2007, options to purchase 50,943 shares of Common Stock of Fonar were available for future grant under the plan. Of the options granted under this plan 22,732 remain outstanding.
Fonar's 2005 Incentive Stock Option Plan, adopted on February 15, 2005, is intended to qualify as an incentive stock option plan under Section 422A of the Internal Revenue code of 1954, as amended. The Plan permits the issuance of stock options covering an aggregate of 80,000 shares of common stock of Fonar. The options have an exercise price equal to the fair market value of the underlying stock on the date the option is granted, are non-transferable, are exercisable for a period not exceeding ten years, and expire upon the voluntary termination of employment. The Plan will terminate on February 14, 2015. As of June 30, 2007, 80,000 shares of common stock of Fonar were available for future grant under this plan.
Fonar's 2005 Stock Bonus Plan, adopted on February 15, 2005, permits Fonar to issue an aggregate of 120,000 shares of Common stock of Fonar as bonus or compensation. As of June 30, 2007, there were no shares of common stock of Fonar available for future grant under this plan.
Fonar's 2005 Supplemental Stock Bonus Plan, adopted on July 18, 2005, permits Fonar to issue an aggregate of 120,000 shares of common stock of Fonar as bonus or compensation. As of June 30, 2007, no shares of common stock of Fonar were available for future grant under this plan.
Subsequent to June 30, 2007, Fonar adopted its 2007 Stock Bonus Plan, on August 7, 2007. This Plan permits Fonar to issue an aggregate of 100,000 shares of common stock of Fonar as bonus or compensation. As of September 24, 2007, 80,000 shares were available for issuance.
HMCA's 1997 Incentive Stock Option Plan, adopted on March 10, 1997, is intended to qualify as an incentive stock option plan under Section 422A of the Internal Revenue Code of 1954, as amended. The 1997 Incentive Stock Option Plan permits the issuance of stock options covering an aggregate of 2,000,000 shares of Common Stock of HMCA. The options have an exercise price equal to the fair market value of the underlying stock on the date the option is granted, are nontransferable, are exercisable for a period not exceeding ten years and expire upon the voluntary termination of employment. The exercisability of the options granted to date is contingent upon the successful completion by HMCA of a public offering of its securities or the recognition by HMCA of at least $10 million in revenues for at least two consecutive fiscal quarters. The 1997 Stock Option Plan will terminate on March 9, 2007. As of June 30, 2007, options to purchase 400,000 shares of HMCA Common Stock were available for future grant under the plan.
HMCA's 1998 Incentive Stock Option Plan, adopted on December 16, 1998, is intended to qualify as an incentive stock option plan under Section 422A of the Internal Revenue Code of 1954, as amended. The 1998 Incentive Stock Option Plan permits the issuance of stock options covering an aggregate of 2,000,000 shares of Common Stock of HMCA. The options have an exercise price equal to the fair market value of the underlying stock on the date the option is granted, are nontransferable, are exercisable for a period not exceeding ten years and expire upon the voluntary termination of employment. The excerciseability of the options granted to date is contingent upon the successful completion by HMCA of a public offering of its securities. The 1998 Stock Option Plan will terminate on December 15, 2008. As of June 30, 2007, options to purchase 1,330,000 shares of HMCA Common Stock were available for future grant under the plan.
HMCA's 1998 Nonstatutory Stock Option Plan, adopted on December 16, 1998, permits the issuance of stock options covering an aggregate of 500,000 shares of Common Stock of HMCA. The options may be issued at such prices and upon such terms and conditions as are determined by HMCA. The exercisability of the options granted to date is contingent upon the successful completion by HMCA of a public offering of its securities. The 1998 Nonstatutory Stock Option Plan will terminate on December 15, 2008. As of June 30, 2007, options to purchase 100,000 shares of common stock were available for future grant.
ITEM 12.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.
The following table sets forth the number and percentage of shares of Fonar's securities held by each director, by each person known by us to own in excess of five percent of Fonar's voting securities and by all officers and directors as a group as of September 14, 2007.
Name and Address of Shares Percent Beneficial Owner (1) Beneficially Owned of Class
Raymond V. Damadian, M.D. c/o Fonar Corporation Melville, New York Director, President CEO, 5% + Stockholder Common Stock 120,302 2.46% Class C Stock 382,447 99.98% Class A Preferred 19,093 6.09%
Claudette Chan Director Common Stock 106 * Class A Preferred 32 *
Robert J. Janoff Director Common Stock 3,600 * Class A Preferred 80 *
Charles N. O'Data Director Common Stock 28 *
Robert Djerejian Director Common Stock 0 *
All Officers and Directors as a Group (5 persons) (2) (3) Common Stock 124,036 2.54% Class C Stock 382,447 99.98% Class A Preferred 19,205 6.13% - --------------------------- * Less than one percent
1. Address provided for each beneficial owner owning more than Five percent of the voting securities of Fonar.
2. Includes 25 shares of our Common Stock and 1 share of our Class A Non-voting Preferred Stock held by an officer jointly with his wife and 8 shares of our Common Stock and 2 shares of our Class A Non-voting Preferred Stock held in trust by an officer for his children.
3. Includes options to purchase 855 shares of Common Stock held by an officer.
ITEM 13.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.
Background.
Between 1990 and 1996, Raymond V. Damadian, M.D. MRI Scanning Centers Management Company, also referred to as "RVDC", a Delaware corporation of which Dr. Damadian was the sole stockholder, director and President, purchased and leased scanners from Fonar to establish a network of professional corporations operating MRI scanning centers, also referred to as the "Centers", in New York, Florida, Georgia and other locations. Dr. Raymond V. Damadian is the Chairman, President and principal stockholder of Fonar and was also the owner, director and President of each of these professional corporations. RVDC provided the necessary management and the scanners to the Centers, although in certain situations, a Center would acquire the scanner directly from Fonar.
ACQUISITION OF RVDC.
Effective June 30, 1997, Fonar's wholly-owned subsidiary, Health Management Corporation of America, also referred to as "HMCA", formerly known as U.S. Health Management Corporation, acquired RVDC by purchasing all of the issued and outstanding shares of RVDC from Dr. Damadian for 400 shares of the Common Stock of Fonar. The transactions can be rescinded by Dr. Damadian, however, in the event of a change of control in Fonar or the bankruptcy of Fonar. There is no time limit on the right to rescind. In connection with the transaction, Fonar granted RVDC a nonexclusive royalty free license to Fonar's patents and software. These licenses may be terminated by Fonar in the event of the bankruptcy of RVDC or a change in control of RVDC.
AGREEMENTS WITH HMCA.
Effective July 1, 1997, new management agreements were entered into by the Centers and HMCA. Since that time certain of the original Centers have been closed and new Centers opened. Each new Center also entered into a management agreement with HMCA.
Pursuant to the management agreements, HMCA is providing comprehensive management and administrative services and office facilities, including billing and collection of accounts, payroll and accounts payable processing, supplies and utilities to the Centers. Under the management agreements, HMCA provides service through Fonar for the scanners at the Centers. In total, 12 MRI Centers have management agreements with HMCA. Dr. Damadian is the stockholder, director and president of each of the Centers.
HMCA entered the business of performing management services for physical therapy and rehabilitation practices beginning with the acquisition of Dynamic Health Care Management, Inc., also referred to as Dynamic, in August, 1998. During the fourth quarter of fiscal 2005 the professional corporations owned by Dr. Damadian ceased operation of these facilities and new professional corporations owned by physicians not affiliated with Dr. Damadian, HMCA, Dynamic or Fonar commenced operations at these sites. In connection with this change, the professional corporations owned by Dr. Damadian entered into termination agreements with HMCA and Dynamic. Pursuant to these agreements, the professional corporations owned by Dr. Damadian, assigned accounts receivable to HMCA and Dynamic, in payment of unpaid management fees and termination fees, in the aggregate amount of $11,775,000.
In the beginning of fiscal 2006, on July 28, 2005, HMCA sold the portion of its business managing physical therapy and rehabilitation facilities for $6.6 million, payable over a period of ten years, and in connection therewith, assigned its management agreements with the new professional corporations of the new physician owners to the buyer. Neither the new physician owners nor the purchaser are affiliated with us.
The fees to HMCA under the management agreements with the MRI Centers are based on the number of procedures performed. The per procedure charges to the MRI Centers ranged from $250 to $500 per MRI scan. The fees to HMCA under the management agreements with the physical therapy and rehabilitation practices were flat fees charged on a monthly basis. The monthly fees to the physical therapy and rehabilitation facilities ranged from approximately $110,000 to $205,000.
During the fiscal years ended June 30, 2007 and June 30, 2006 the net revenues received by HMCA from the MRI Centers owned by Dr. Damadian were approximately $11.9 million and $12.7 million respectively, and the net revenues received from the physical therapy and rehabilitation practice for fiscal 2006 was $648,000.
At the end of fiscal 2007, Dr. Damadian sold all of his stock in the MRI Centers located in New York State. The new owner is one of the radiologists who has been reading and interpreting scans performed at those facilities. In connection with the sale, HMCA entered into new management agreements with the MRI Centers under which HMCA performs essentially the same services for the MRI Centers as prior to the sale. The fees charged, however, are flat fees changed on a monthly basis.
OTHER TRANSACTIONS
Robert Janoff, a director of the Company, is a limited partner in a partnership in which we have a 92% partnership interest. The partnership manages an MRI scanning center in Bensonhurst, Brooklyn, New York and was party to a service contract at an annual rate of $50,000 on its scanner for the period of July 1, 2006 through June 30, 2007. The service contract has been renewed at the same rate for the period July 1, 2007 through June 30, 2008.
Canarsie MRI Associates, also referred to as "Canarsie", a joint venture partnership of which MRI Specialties, Inc., also referred to as "Specialties", was an owner during fiscal 2007, is party to a service agreement for its scanner with the Company at an annual fee of $85,000 for the period from March 24, 2007 through March 23, 2008. During fiscal 2001, Canarsie entered into an agreement to purchase a QUAD(TM) 12000 MRI scanner from Fonar for a purchase price of $850,000. Of the purchase price, $400,000 was paid and $450,000 was payable pursuant to a note over a period of 7 years with 6% interest per annum. The monthly payment is $6,573.85 and commenced on December 1, 2001. The principal balance owing to Fonar as of June 30, 2007, was $100,842. Timothy Damadian, the son of Raymond V. Damadian, is the sole stockholder, director and President of Specialties. Specialties sold its interest in Canarsie to an unrelated party in July 2007.
Pompano MRI Associates, also referred to as "Pompano", a joint venture partnership of which Guardian MRI, Inc., also referred to as "Guardian", was an owner in fiscal 2007, is party to a service agreement with Fonar at the rate of $85,000 per annum for its Upright(TM) MRI scanner. The service agreement commenced on December 13, 2006 and runs through December 12, 2007. Timothy Damadian, the son of Raymond V. Damadian, is a stockholder, director and officer of Guardian. Jevan Damadian and Keira Reinmund, also children of Dr. Damadian, are also stockholders of Guardian. Guardian sold its interest in Pompano in July 2007 to an unrelated party.
A one-year service agreement between Fonar and Orlando MRI Associates, L.P., also referred to as "Orlando Partnership", commenced on July 13, 2005 at the rate of $85,000 per annum for an Upright(TM) MRI scanner. It was renewed for an additional one-year period at the same price on July 13, 2007. It is anticipated that the service agreement will be renewed upon its expiration in July 2008. Timothy Damadian, the son of Raymond V. Damadian was a limited partner in the Orlando Partnership during fiscal 2007. Timothy Damadian sold his interest in the Orlando Partnership in July 2007 to an unrelated party.
Black Bear Management LLC, a New York limited liability company of which TRD Services, Inc., also referred to as "TRD", was a member during fiscal 2007, is party to a service agreement with Fonar for its Upright(TM) MRI at a fee of $85,000 per annum. The term runs from November 23, 2006 through November 22, 2007. Timothy Damadian, the son of Raymond V. Damadian, is the stockholder, director and President of TRD. TRD sold its interest in Black Bear Management, LLC in July 2007 to an unrelated party.
Bronx Management Associates, LLC, a New York limited liability company of which Raymond V. Damadian and Donna Damadian, jointly, TRD Services, Inc., also referred to as "TRD", JAD Ventures, Inc., also referred to as "JAD", Keira Reinmund, Thomas Terry and Constance Terry, among others, were members during fiscal 2007, is party to a service agreement with Fonar for its Upright(TM) MRI scanner running from March 23, 2007 through March 22, 2008 for an annual fee of $85,000. Donna Damadian is the wife of Raymond Damadian. TRD is owned by Timothy Damadian, a son of Raymond and Donna Damadian, JAD is owned by Jevan Damadian, a son of Raymond and Donna Damadian and Keira Reinmund is the daughter of Dr. and Mrs. Damadian. Constance Terry is the wife of David B. Terry, Vice President and Secretary of Fonar and brother-in-law of Dr. Damadian. Thomas Terry is also the brother-in-law of Dr. Damadian. In addition, Fonar has a 20% interest in Bronx Management Associates, LLC. Raymond V. Damadian, Donna Damadian, TRD, JAD, Keira Reinmund, Thomas Terry and Constance Terry sold their interests in Bronx Management Associates, LLC in July 2007 to an unrelated party.
Deer Park Management Services, LLC, a New York limited liability company of which TRD and JAD were, among others, members during fiscal 2007, is party to a service agreement with Fonar for its Upright(TM) MRI scanner running from May 1, 2007 through April 30, 2008 at an annual fee of $85,000. TRD and JAD are owned by Timothy Damadian and Jevan Damadian, respectively, who are the sons of Raymond V. Damadian. TRD and JAD sold their interests in Deer Park Management Services, LLC in July 2007 to an unrelated party.
Long Island Management Services, LLC, a New York limited liability company of which TRD, JAD and Donna Damadian were, among others, members during fiscal 2007, is party to a service agreement with Fonar for its Stand-Up(TM) MRI scanner running from September 10, 2006 through September 9, 2008 at a fee of $85,000 per annum. Donna Damadian is the wife of Raymond Damadian. TRD and JAD are owned by Timothy Damadian and Jevan Damadian, respectively, the sons of Raymond and Donna Damadian. TRD, JAD and Donna Damadian sold their interests in Long Island Management Services, LLC in July 2007 to an unrelated party.
Miami MRI Associates, LLC, also referred to as Miami, a Florida limited liability company of which TRD, JAD and Donna Damadian were, among other parties, members during fiscal 2007, is party to a service agreement with Fonar for its Upright(TM) MRI scanner running from October 11, 2006 to October 10, 2007 at a rate of $85,000 per annum. Donna Damadian is the wife of Raymond Damadian. TRD and JAD are owned by Timothy Damadian and Jevan Damadian, respectively, the sons of Raymond and Donna Damadian. TRD, JAD and Donna Damadian sold their interests in Miami MRI Associates, LLC in July 2007 to an unrelated party.
Manhattan Management Services, LLC, a New York limited liability company of which TRD, JAD, Donna Damadian, Keira Reinmund and Robert Djerejian were, among other parties, members during fiscal 2007, was party to a service agreement with Fonar for its Upright(TM) MRI scanner from June 23, 2006 to June 22, 2007 at a rate of $85,000 per annum. It has been renewed for an additional year, from June 23, 2007 to June 22, 2008 at the same rate. Donna Damadian is the wife of Raymond Damadian. TRD and JAD are owned by Timothy Damadian and Jevan Damadian, respectively, the sons of Raymond and Donna Damadian. Keira Reinmund is the daughter of Raymond and Donna Damadian. Robert Djerejian is a member of the Board of Directors of Fonar. TRD, JAD, Donna Damadian, Keira Reinmund and Robert Djerejian sold their interests in Manhattan Management Services, LLC in July 2007 to an unrelated party.
Queens Management Services, LLC, a New York limited liability company of which TRD, JAD, Keira Reinmund, Donna Damadian and Robert Djerejian were, among other parties, members during fiscal 2007, was party to a service agreement with Fonar for its Upright(TM) MRI scanner from August 4, 2006 to August 3, 2007 at a rate of $85,000 per annum. It has been renewed for an additional year from August 4, 2007 to August 3, 2008 at the same rate. Donna Damadian is the wife of Raymond Damadian. TRD and JAD are owned by Timothy Damadian and Jevan Damadian, respectively, the sons of Raymond and Donna Damadian. Keira Reinmund is the daughter of Raymond and Donna Damadian. Robert Djerejian is a member of the Board of Directors of Fonar. TRD, JAD, Keira Reinmund, Donna Damadian and Robert Djerejian sold their interests in Queens Management Services, LLC in July 2007 to an unrelated party.
South Shore Management Services, LLC, a New York limited liability company of which TRD, JAD, Keira Reinmund, Donna Damadian and Robert Djerejian, were among other parties, members during fiscal 2007, is party to a service agreement with Fonar for its Upright(TM) MRI scanner from April 11, 2007 to April 10, 2008 at a rate of $85,000 per annum. It is anticipated that the service agreement will be renewed upon its expiration. Donna Damadian is the wife of Raymond Damadian. TRD and JAD are owned by Timothy Damadian and Jevan Damadian, respectively, the sons of Raymond and Donna Damadian. Keira Reinmund is the daughter of Raymond and Donna Damadian. Robert Djerejian is a member of the Board of Directors of Fonar. TRD, JAD, Keira Reinmund, Donna Damadian and Robert Djerejian sold their interests in South Shore Management Services, LLC in July 2007 to an unrelated party.
Comprehensive MRI of New York, P.C., a New York professional corporation of which Raymond V. Damadian was the sole shareholder, director and President ("Comprehensive") entered into an agreement to purchase a Upright(TM) MRI scanner from Fonar for $1,500,000 to be installed in East Setauket, New York in March 2005. The installation has been completed and the purchase price paid in full as of August 2005. Comprehensive also entered into an agreement to purchase an Upright(TM) MRI scanner from Fonar for $1,500,000 to be installed in Latham, New York. The purchase price was paid in full in December 2005 and the installation completed in May 2006. Dr. Damadian sold his interest in Comprehensive in June 2007 to an unrelated party.
In fiscal 2006, Raymond V. Damadian, M.D. MR Scanning Centers Management Company, a wholly-subsidiary of HMCA, sold Tallahassee Magnetic Resonance Imaging, P.A. to Raymond V. Damadian, the sole Director and President of HMCA and the principal stockholder, Chairman of the Board, Chief Executive Officer and President of Fonar for a deminimus amount. The liabilities exceeded the assets of Tallahassee Magnetic Resonance Imaging, P.A.
Also in fiscal 2006, Tallahassee Scanning Services, P.A., a Florida professional association of which Raymond V. Damadian is the sole shareholder, Director and President, entered into an agreement to purchase an Upright(TM) MRI scanner from Fonar for $1,500,000. The installation has been completed and the purchase price paid in full.
ITEM 14.
ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES.
Audit Fees
The aggregate fees billed by Marcum & Kliegman LLP for the audit of our annual consolidated financial statements for the fiscal year ended June 30, 2007 and the reviews of the financial statements included in our Forms 10-Q for the fiscal year ended June 30, 2007 were $653,640. An audit of our internal controls was not required this year.
The aggregate fees billed by Marcum & Kliegman LLP for the audit of our annual financial statements for the fiscal year ended June 30, 2006 and our internal controls, and the reviews of the financial information included in our Forms 10-Q for the fiscal year ended June 30, 2006 were $809,350.
Audit Related Fees
No fees were billed by Marcum & Kliegman LLP for the fiscal years ended June 30, 2007 or June 30, 2006 for services related to the audit or review of our financial statements that are not included under the caption "Audit Fees".
No fees were billed by Marcum & Kliegman LLP for the fiscal years ended June 30, 2007 or June 30, 2006 for designing, operating, supervising or implementing any of our financial information systems or any hardware or software systems for our financial information.
Tax Fees
The aggregate fees billed by Marcum & Kliegman LLP for tax compliance, tax advice and tax planning in the fiscal year ended June 30, 2007 were $201,049.
The aggregate fees billed by Marcum & Kliegman LLP for tax compliance, tax advice and tax planning in the fiscal year ended June 30, 2006 were $193,269.
All Other Fees
The aggregate fees billed by Marcum & Kliegman LLP for all other services rendered by them during the fiscal years ended June 30, 2007 and June 30, 2006 were $56,878 and $32,196, respectively, which included services in connection with the registration of securities, employee benefit plan audits and reviews and procedures that we requested Marcum & Kliegman to undertake to provide assurances on matters not required by laws or regulations.
Since January 1, 2003, the audit committee has adopted policies and procedures for pre-approving all non-audit work performed by the auditors. Specifically, the committee must pre-approve the use of the auditors for all such services. The audit committee has pre-approved all non-audit work since that time and in making its determination has considered whether the provision of such services was compatible with the independence of the auditors.
Our audit committee believes that the provision by Marcum & Kliegman LLP of services in addition to audit services in fiscal 2007 and 2006 were compatible with maintaining their independence.
PART IV
ITEM 15.
ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K.
a) FINANCIAL STATEMENTS AND SCHEDULES
The following consolidated financial statements are included in Part II, Item 8.
Report of Independent Registered Public Accounting Firm
Report of Independent Registered Public Accounting Firm on Internal Control over Financial Reporting.
Consolidated Balance Sheets as at June 30, 2007 and 2006.
Consolidated Statements of Operations for the Three Years Ended June 30, 2007, 2006 and 2005.
Consolidated Statements of Stockholders' Equity for the Three Years Ended June 30, 2007, 2006 and 2005.
Consolidated Statements of Cash Flows for the Three Years Ended June 30, 2007, 2006 and 2005.
Notes to Consolidated Financial Statements.
Information required by schedules called for under Regulation S-X is either not applicable or is included in the consolidated financial statements or notes to the financial statements.
b) REPORTS ON FORM 8-K
None.
c) EXHIBITS
3.1 Certificate of Incorporation, as amended, of the Registrant incorporated by reference to Exhibit 3.1 to the Registrant's registration statement on Form S-1,Commission File No. 33-13365.
3.2 Article Fourth of the Certificate of Incorporation, as amended, of the Registrant incorporated by reference to Exhibit 4.1 to the Registrant's registration statement on Form S-8, Commission File No. 33-62099.
3.3 Section A of Article Fourth of the Certificate of Incorporation, as amended, of the Registrant incorporated by reference to Exhibit 4.3 to the Registrant's registration statement on Form S-3, Commission File No. 333-63782.
3.4 Section A of Article Fourth of the Certificate of Incorporation, as amended, of the Registrant incorporated by reference to Exhibit 3.3 of the Registrant's Annual Report on Form 10-K for the fiscal year ended June 30, 2003, Commission File No. 0-10248.
3.5 By-Laws, as amended, of the Registrant incorporated by reference to Exhibit 3.2 to the Registrant's registration statement on Form S-1, Commission File No. 33-13365.
4.1 Specimen Common Stock Certificate incorporated by reference to Exhibit 4.1 to the Registrant's registration statement on Form S-1, Commission File No. 33-13365.
4.2 Specimen Class B Common Stock Certificate incorporated by reference to Exhibit 4.2 to the Registrant's registration statement on Form S-1, Commission File No. 33-13365.
4.3 Form of 4% Convertible Debentures due June 30, 2002 incorporated by reference to Exhibit 4.1 of the Registrant's current report on Form 8-K filed on June 11, 2001. Commission File No. 0-10248.
4.4 Form of Purchase Warrants incorporated by reference to Exhibit 4.2 of the Registrant's current report on Form 8-K filed on June 11, 2001. Commission File No. 0-10248.
4.5 Form of Callable Warrants incorporated by reference to Exhibit 4.3 of the Registrant's current report on Form 8-K filed on June 11, 2001. Commission File No. 0-10248.
4.6 Form of Replacement Callable Warrants incorporated by reference to Exhibit 4.7 of the Registrant's registration statement on Form S-3, Commission File No. 333-10677.
4.7 Form of Amended and Restated Purchase Warrant for The Tail Wind Fund, Ltd. incorporated by reference to Exhibit 4.7 of the Registrants registration statement on Form S-3, Commission File No. 333-116908.
4.8 Form of Amended and Restated Purchase Warrant for Placement Agent and Designees incorporated by reference to Exhibit 4.8 of the Registrant's registration statement on Form S-3, Commission File No. 333-116908.
10.1 License Agreement between the Registrant and Raymond V. Damadian incorporated by reference to Exhibit 10 (e) to Form 10-K for the fiscal year ended June 30, 1983, Commission File No. 0-10248.
10.2 1983 Nonstatutory Stock Option Plan incorporated by reference to Exhibit 10 (a) to Form 10-K for the fiscal year ended June 30, 1983, Commission File No. 0-10248, and amendments thereto dated as of March 7, 1984 and dated August 22, 1984, incorporated by referenced to Exhibit 28 (a) to Form 10-K for the year ended June 30, 1984, Commission File No. 0-10248.
10.3 1984 Incentive Stock Option Plan incorporated by reference to Exhibit 28 (c) to Form 10-K for the year ended June 30, 1984, Commission File No. 0-10248.
10.4 1986 Nonstatutory Stock Option Plan incorporated by reference to Exhibit 10.7 to Form 10-K for the fiscal year ended June 30, 1986, Commission File No. 0-10248.
10.5 1986 Stock Bonus Plan incorporated by reference to Exhibit 10.8 to Form 10-K for the fiscal year ended June 30, 1986, Commission File No. 0-10248.
10.6 1986 Incentive Stock Option Plan incorporated by reference to Exhibit 10.9 to Form 10-K for the fiscal year ended June 30, 1986, Commission File No. 0-10248.
10.7 Lease Agreement, dated as of August 18, 1987, between the Registrant and Reckson Associates incorporated by reference to Exhibit 10.26 to Form 10-K for the fiscal year ended June 30, 1987, Commission File No. 0-10248.
10.8 1993 Incentive Stock Option Plan incorporated by reference to Exhibit 28.1 to the Registrant's registration statement on Form S-8, Commission File No. 33-60154.
10.9 1993 Non-Statutory Stock Option Plan incorporated by reference to Exhibit 28.2 to the Registrant's registration statement on Form S-8, Commission File No. 33-60154.
10.10 1993 Stock Bonus Plan incorporated by reference to Exhibit 28.3 to the Registrant's registration statement on Form S-8, Commission File No. 33-60154.
10.11 1994 Non-Statutory Stock Option Plan incorporated by reference to Exhibit 28.1 to the Registrant's registration statement on Form S-8, Commission File No. 33-81638.
10.12 1994 Stock Bonus Plan incorporated by reference to Exhibit 28.2 to the Registrant's registration statement on Form S-8, Commission File No. 33-81638.
10.13 1995 Non-Statutory Stock Option Plan incorporated by reference to Exhibit 28.1 to the Registrant's registration statement on Form S-8, Commission File No. 33-62099.
10.14 1995 Stock Bonus Plan incorporated by reference to Exhibit 28.2 to the Registrant's registration statement on Form S-8, Commission File No. 33-62099.
10.15 1997 Non-Statutory Stock Option Plan incorporated by reference to Exhibit 28.1 to the Registrant's registration statement on Form S-8, Commission File No.: 333-27411.
10.16 1997 Stock Bonus Plan incorporated by reference to Exhibit 28.2 to the Registrant's registration statement on Form S-8, Commission File No: 333-27411.
10.17 Stock Purchase Agreement, dated July 31, 1997, by and between U.S. Health Management Corporation, Raymond V. Damadian, M.D. MR Scanning Centers Management Company and Raymond V. Damadian, incorporated by reference to Exhibit 2.1 to the Registrant's Form 8-K, July 31, 1997, commission File No: 0-10248.
10.18 Merger Agreement and Supplemental Agreement dated June 17, 1997 and Letter of Amendment dated June 27, 1997 by and among U.S. Health Management Corporation and Affordable Diagnostics Inc. et al., incorporated by reference to Exhibit 2.1 to the Registrant's 8-K, June 30, 1997, Commission File No: 0-10248.
10.19 Stock Purchase Agreement dated March 20, 1998 by and among Health Management Corporation of America, Fonar Corporation, Giovanni Marciano, Glenn Muraca et al., incorporated by reference to Exhibit 2.1 to the Registrant's 8-K, March 20, 1998, Commission File No: 0-10248.
10.20 Stock Purchase Agreement dated August 20, 1998 by and among Health Management Corporation of America, Fonar Corporation, Stuart Blumberg and Steven Jonas, incorporated by reference to Exhibit 2 to the Registrant's 8-K, September 3, 1998, Commission File No. 0-10248.
10.21 2000 Stock Bonus Plan incorporated by reference to Exhibit 99.1 to the Registrant's registration Statement on Form S-8, Commission File No.: 333-66760.
10.22 2002 Stock Bonus Plan incorporated by reference to Exhibit 99.1 to the Registrant's registration statement on Form S-8, Commission File No.: 333-89578.
10.23 2002 Incentive Stock Option Plan incorporated by reference to Exhibit 99.1 to the Registrant's registration statement on Form S-8, Commission File No.: 333-96557.
10.24 2003 Stock Bonus Plan incorporated by reference to Exhibit 99.1 to the Registrant's registration statement on Form S-8, Commission File No: 333-106626.
10.25 2003 Supplemental Stock Bonus Plan incorporated by reference to Exhibit 99.1 to the Registrant's registration statement on Form S-8, Commission File No: 333-106626.
10.26 2004 Stock Bonus Plan incorporated by reference to Exhibit 99.1 to the Registrant's registration statement on Form S-8, Commission File No. 333-112577.
10.27 2005 Stock Bonus plan incorporated by reference to Exhibit 99.1 to the Registrant's registration statement on Form S-8, Commission File No. 333-122859.
10.28 2005 Supplemental Stock Bonus plan incorporated by reference to Exhibit 99.1 to the Registrant's registration statement on Form S-8, Commission File No. 333-126658.
10.29 Purchase Agreement dated May 24, 2001 by and between the Registrant and The Tail Wind Fund Ltd. incorporated by reference to Exhibit 10.1 to the Registrant's current report on Form 8-K filed June 11, 2001. Commission File No. 0-10248.
10.30 Registration Rights Agreement dated May 24, 2001 by and among the Registrant, The Tail Wind Fund Ltd. and Roan Meyers, Inc. incorporated herein by reference to Exhibit 10.2 to the Registrant's current report on Form 8-K filed June 11, 2001. Commission File No. 0-10248.
10.31 Amendment to Callable Warrant dated April 28, 2004 by and between The Tail Wind Fund, Ltd. and the Registrant incorporated by reference to Exhibit 10.17 to the Registrant's registration statement on Form S-3, Commission File No. 333-116908.
10.32 First Amendment to Purchase Warrant dated April 28, 2004 by and between The Tail Wind Fund, Ltd. and the Registrant incorporated by reference to Exhibit 10.18 to the Registrant's registration statement on Form S-3, Commission File No. 333-116908.
10.33 Form of First Amendment to Purchase Warrant dated June 1, 2004 by and between each of Roan/Meyers Associates, L.P. and its designees and the Registrant, incorporated by reference to Exhibit 10.19 to the Registrant's registration statement on Form S-3, Commission File No. 333-116908.
10.34 Asset Purchase Agreement dated July 28, 2005 among Health Plus Management Services, L.L.C., Health Management Corporation of America, Dynamic Healthcare Management, Inc. and Fonar Corporation, incorporated by reference to Exhibit 2 to the Registrant's Form 8-K, August 2, 2005, Commission File No. 0-10248.
14.1 Code of Ethics, incorporated by reference to Exhibit 14.1 of registrant's Form 10-K for the fiscal year ended June 30, 2004, Commission File No.: 0-10248.
21.1 Subsidiaries of the Registrant. See Exhibits.
23.1 Independent Registered Public Accounting Firm's Report See Exhibits.
31.1 Section 302 Certification. See Exhibits.
32.1 Section 906 Certification. See Exhibits.
99.1 Press Release on Sale to Largest Orthopedic Hospital in the Netherlands, incorporated by reference to Exhibit 99.1 of registrant's Form 10-K for the fiscal year ended June 30, 2006, Commission File No.: 0-10248.
SIGNATURES
Pursuant to the requirements of Section 13 or 15 (d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
FONAR CORPORATION
Dated: October 1, 2007
By: /s/ Raymond Damadian Raymond V. Damadian, President
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
Signature Title Date
/s/ Raymond Damadian Chairman of the October 1, 2007 Raymond V. Damadian Board of Directors, President, Director Principal Executive Officer and Acting Principal Financial Officer)
/s/ Claudette J.V. Chan Director October 1, 2007 Claudette J.V. Chan
/s/ Robert J. Janoff Director October 1, 2007 Robert J. Janoff
/s/ Charles N. O'Data Director October 1, 2007 Charles N. O'Data
/s/ Robert Djerejian Director October 1, 2007 Robert Djerejian