UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
14A INFORMATION
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Fonar
Corporation
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FONAR
CORPORATION
110
Marcus Drive
Melville,
New York 11747
(631)
694-2929
NOTICE
OF ANNUAL MEETING OF STOCKHOLDERS
Monday,
May 23, 2022
To
The Stockholders:
The
Annual Meeting of the stockholders of Fonar Corporation will be held at the Double Tree Hotel, Wilmington Downtown, 700 King Street,
Wilmington, Delaware 19801 (302-655-0400), on Monday, May 23, 2022, at 10:00 a.m. local time for the following purposes:
1.
To elect five Directors to the Board of Directors.
2.
To approve, on an advisory basis, the compensation of the Company’s named executive officers.
3.
To ratify the selection of Marcum LLP as the Company’s auditors for the fiscal year ending June 30, 2022.
4.
To transact such other business as may properly come before the meeting.
Only
stockholders of record at the close of business on March 28, 2022 are entitled to notice of, and to vote at, this meeting. A list of
such stockholders will be available for examination by any stockholder for any purpose germane to the meeting, during normal business
hours, at the principal office of the Company, 110 Marcus Drive, Melville, New York, for a period of ten days prior to the meeting.
Whether
or not you expect to attend in person, we urge you to vote your shares at your earliest convenience. You may vote by internet, by phone
or by signing, dating, and returning your proxy at your earliest convenience. Voting by internet, telephone or mail will not prevent
you from voting your stock at the meeting if you desire to do so, as your proxy is revocable at your option.
BY
ORDER OF THE BOARD OF DIRECTORS
/s/
Claudette J.V. Chan
Claudette
J.V. Chan, Secretary
PROXY
STATEMENT
FOR
ANNUAL MEETING OF
STOCKHOLDERS
TO BE HELD MONDAY, MAY 23, 2022
This
proxy statement, which is first being made available to shareholders on or about April 8, 2022 on the internet, is furnished in connection
with the solicitation of proxies by the Board of Directors of Fonar Corporation (the “Company”), to be voted at the annual
meeting of the stockholders of the Company to be held at 10:00 a.m. on May 23, 2022 and any adjournment(s) thereof for the purposes set
forth in the accompanying Notice of Annual Meeting of Stockholders. At the same time a paper notice regarding the availability of proxy
materials will be mailed to stockholders. Stockholders who execute proxies retain the right to revoke them at any time prior to the exercise
of the powers conferred thereby. The cost of solicitation of proxies will be borne by the Company.
The
stockholders will have several options as to how to view the materials and vote their shares.
The
Company is posting the Notice of Annual Meeting and Proxy Statement, together with the Annual Report on the internet. You may read the
materials online or print out a copy. You will also have the ability to vote online.
In
the alternative, you may elect to receive an e-mail or the traditional paper copies of the Notice of Annual Meeting and Proxy Statement,
and the Annual Report. There is no charge for receiving e-mail or paper copies, BUT you must request them if you want them. To facilitate
timely delivery please make the request as instructed on or before April 30, 2022.
To
view the materials and vote on the internet, have the 12 Digit Control Number(s) located on the Notice Regarding the Availability of
Proxy Materials available and visit: www.proxyvote.com.
Stockholders
may request a copy of the Proxy Materials:
1. By
internet - visit www.proxy.com
2. By
telephone - 1-800-579-1639
3. By
e-mail - sendmaterial@proxyvote.com
Only
stockholders of record at the close of business on March 28, 2022 will be entitled to vote
at the meeting. Shares of Common Stock are entitled to one vote per share, shares of Class
B Common Stock are entitled to ten votes per share and shares of Class C Common Stock are
entitled to twenty-five votes per share. At the close of business on March 28, 2022, there
were issued and outstanding 6,554,210 shares of Common Stock held of record by approximately
993 stockholders, 146 shares of Class B Common Stock held of record by 11 stockholders and
382,513 shares of Class C Common Stock held of record by 3 stockholders. The shares of Class
A Nonvoting Preferred Stock, 313,438 shares held of record by approximately 1,154 stockholders
at the close of business on March 28, 2022, are not entitled to vote. Except for the shares
of Class A Nonvoting Preferred Stock, there are no shares of Preferred Stock issued and outstanding.
Any
proxy may be revoked at any time before it is exercised by delivery of a written instrument of revocation or a later dated proxy to the
Secretary of the Company at the principal executive office of the Company or, while the meeting is in session, to the Secretary of the
meeting, without, however, affecting any vote previously taken. The presence of a stockholder at the meeting will not operate to revoke
his proxy. The casting of a ballot by a stockholder who is present at the meeting, however, will revoke his proxy, but only as to the
matters on which the ballot is cast and not as to any matters on which he does not cast a ballot or as to matters previously voted upon.
Proxies
received by management will be voted at the meeting or any adjournment thereof. EACH PROXY WILL BE VOTED IN ACCORDANCE WITH THE SPECIFICATIONS
MADE THEREIN BY THE PERSON GIVING THE PROXY. TO THE EXTENT NO CHOICE IS SPECIFIED, HOWEVER, THE PROXY WILL BE VOTED FOR MANAGEMENT’S
PROPOSALS. All of management’s proposals have been unanimously approved by the Board of Directors.
1.
ELECTION OF DIRECTORS AND MANAGEMENT INFORMATION
Five
directors are to be elected at the annual meeting, to hold office until the next annual meeting of stockholders and until their successors
are elected and qualified. It is intended that the accompanying proxy will be voted in favor of the following nominees to serve as directors
unless the stockholder indicates to the contrary on the proxy. All of the nominees are currently directors. Management expects that each
of the nominees will be available for election.
NOMINEES
FOR ELECTION OF DIRECTORS
1. Raymond
V. Damadian
2. Claudette
J.V. Chan
3. Ronald
G. Lehman
4. Richard
E. Turk
5.
John Collins
BIOGRAPHIES
FOR DIRECTORS AND OFFICERS
Raymond
V. Damadian, M.D. (age 86) has been the Chairman of the Board since its inception in 1978 and Treasurer since February, 2001. Up until
February 11, 2016, Dr. Damadian also served as the President and Chief Executive Officer of Fonar. 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. He 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.
He is a 1988 recipient of the National Medal of Technology. In 1989 he 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 Health Management Corporation of America (“HMCA”),
a Manager of Imperial Management Services, LLC (“Imperial”) and a Manager of Health Diagnostics Management, LLC (“HDM”)
which three entities are subsidiaries of Fonar. Dr. Damadian is the father of Timothy Damadian and brother of Claudette J.V. Chan.
Timothy
Damadian (age 57) has been the President and Chief Executive Officer of Fonar since February 11, 2016. From 2010 to 2016 he served as
an independent consultant, with a focus on the Company’s MRI facility management business. Timothy Damadian began his career at
Fonar in 1985, installing MRI scanners and components for Fonar customers. Over the course of the following 16 years, he held positions
of increasing authority, eventually becoming Vice President of Operations. In 1997, Timothy Damadian was appointed President of the newly
formed Health Management Corporation of America (HMCA), a wholly-owned subsidiary of Fonar that was formed to manage medical and diagnostic
imaging offices. In 2001, Timothy Damadian left Fonar to form Integrity Healthcare Management, Inc., a diagnostic imaging management
company that would eventually manage 11 MRI scanning centers in New York and Florida. The company was a success and was sold to Health
Diagnostics, LLC in 2007.
Mr.
Damadian returned to Fonar as a consultant in 2010 and was appointed as Fonar’s Chief Executive Officer and President on February
11, 2016. He also serves as a Manager of Imperial Management Services, LLC and a Manager of Health Diagnostics Management, LLC, which
are subsidiaries of HMCA. Timothy Damadian is the son of Dr. Raymond V. Damadian and nephew of Claudette J.V. Chan.
Luciano
B. Bonanni (age 66) has served as Chief Operating Officer (COO) and Executive Vice President (EVP) for Fonar Corporation since June 27,
2016. Prior to his appointment as COO, Mr. Bonanni had served the Company as Vice President since 1989, during which time he oversaw
general operations, research and development, manufacturing, service, sales, finance, accounting and regulatory compliance. Prior
to 1989, Mr. Bonanni held the title of Vice President of Production and Engineering from the time of Fonar’s initial public offering
in 1981. Mr. Bonanni joined the Company as an electrical engineer in 1978. He holds a Bachelor of Electrical Engineering degree from
Manhattan College.
Claudette
J.V. Chan (age 84) has been a Director of Fonar since October 1987 and Secretary of Fonar since January 2008. 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. From approximately 1983 to 1989, Mrs. Chan was President
of the Claudette Penot Collection, a retail mail-order business specializing in women's apparel and gifts. 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 and aunt of Timothy Damadian.
Ronald
G. Lehman (age 45) has been a Director of Fonar since April, 2012, when he was unanimously appointed by the remaining four Directors
to fill the vacancy resulting from the death of the former Director Robert Djerejian. From October, 2009 to the present, Mr. Lehman has
served as Managing Director of Investment Banking with Bruderman Brothers, LLC, a private New York-based broker-dealer registered with
the Securities and Exchange Commission and which is a member of the Financial Industry Regulatory Authority (FINRA) and the Securities
Investor Protection Corporation (SIPC). Mr. Lehman directly manages all facets of the firm’s transaction processes, from deal origination,
to sourcing capital, to negotiating deal structures, through documentation and closing. The firm provides buy and sell-side advisory,
capital raising, and consulting services to lower middle-market companies. Mr. Lehman specializes in advising healthcare services companies
and has recently completed several recapitalizations in the industry. He also participates in the firm’s merchant banking investments
and oversees many of these assignments. From May, 2008 to October, 2009, Mr. Lehman served as Senior Vice President of Acquisitions at
Health Diagnostics, LLC, where he managed the company’s acquisition and corporate finance activities. From March, 2000 to May,
2008, Mr. Lehman worked for various Bruderman entities as a buy and sell-side advisor and as a principal in several private equity transactions.
From September, 1998 to March, 2000, Mr. Lehman worked at Deutsche Bank Securities, Inc. and last held the position of Associate in their
Global Custody Group. Mr. Lehman graduated from Columbia University with a B.A. in 1998.
Richard
E. Turk (age 37) has been a Director of Fonar since June, 2020, when he was appointed to fill the vacancies on the Board of Directors
and Audit Committee of the Board of Directors resulting from the death of his predecessor, Robert J. Janoff. Mr. Turk is the Chief Financial
Officer of PRISM Vision Group, a private equity-backed, multi-location, outpatient comprehensive eye care practice headquartered in Union,
New Jersey. Since joining PRISM in November, 2018, Mr. Turk has helped source, analyze, and complete 12 acquisitions. He spearheaded
growth efforts that helped PRISM expand from a single-speciality (retina) provider with 17 locations and 21 physicians to a comprehensive,
vertically-integrated, multi-specialty, eye care organization with approximately 90 physicians and more than 50 locations across New
Jersey, Pennsylvania, Delaware and Maryland. Prior to his tenure at PRISM, Mr. Turk was employed by Professional Physical Therapy, a
private equity-backed outpatient physical and occupational therapy company headquartered in Uniondale, New Jersey with more than 180
locations across New York, New Jersey, Connecticut, Massachusetts and New Hampshire. During his four years at Professional Physical Therapy,
Mr. Turk sourced, analyzed, and completed 32 acquisitions comprised of 116 clinics, expanding the company’s services and adding
three states. From 2007 to 2014, Mr. Turk was employed by Bruderman Brothers, a broker dealer involved in investment banking, merchant
banking, investment advisory, and consulting for lower middle market companies ($10M-$250M of enterprise value) in a variety of industries,
including healthcare. Mr. Turk was Vice President of Bruderman Brothers from 2011 to 2014. Mr. Turk graduated from Columbia University
with a B.A. in American History in 2007.
John
Collins (age 41) has been Director of Fonar since November 17, 2021, when he was unanimously appointed by the remaining four Directors
to fill the vacancy resulting from the death of his predecessor, Charles N. O’Data. Mr. Collins is a partner at Brownell Partners,
PLLC. Mr. Collins first joined the firm in October of 2018, and he was promoted to Partner in January 2020. The practice provides litigation
defense for the Insureds of various commercial and personal lines insurance companies. The practice also deals with insurance coverage
disputes and provides risk management consulting services. Mr. Collins has successfully defended all manner of liability claims at both
the trial and appellate level. Prior to joining Brownell Partners, Mr. Collins was in private practice from 2016 – 2018, working
on both contractual and litigation based projects for a variety of corporate and individual clients. Prior to that, he was affiliated
with a variety of regional insurance defense firms in the greater New York City area. Mr. Collins graduated magna cum laude from New
York Law School in 2012, where he was a John Marshall Harlan Scholar and a staff editor for the New York Law School Law Review. In 2011,
Mr. Collins served as a judicial intern at the Southern District of New York, in the chambers of the Honorable Paul A. Crotty. Upon graduation,
Mr. Collins completed a Fellowship with the Corporation Counsel of the City of New York.
CORPORATE
GOVERNANCE, THE BOARD AND ITS COMMITTEES
All
of the nominees are presently directors of the Company. The five nominees will be elected to hold office for the ensuing year or until
their respective successors are elected and qualified. Of the five nominees, Messrs. Ronald G. Lehman, Richard E. Turk and John Collins
are independent, as defined in the Securities and Exchange Commission Regulations and Nasdaq Market Place Rules. In making such determinations,
there were no transactions, relationships or arrangements not disclosed in our SEC filings to be considered by the Board of Directors,
in determining whether the director was independent.
BOARD
MEETINGS
During
the year ended June 30, 2021 the Board of Directors unanimously consented to take action in lieu of a meeting on two occasions, and the
audit committee met four times.
The
attendance of the Board of Directors at annual meetings is not required. The Chairman of the Board, Dr. Raymond V. Damadian, however,
when he attends the annual meeting of stockholders, acts as Chairman of the Meeting.
Dr.
Damadian receives no compensation for serving on the Board. The other directors are each paid $20,000 per year in their capacities as
directors. This is the sole compensation payable to the directors.
Board
Leadership Structure. The current Board Chairman is Dr. Raymond V. Damadian. In addition, although the Company has not selected a lead
independent director, Ronald G. Lehman effectively functions as such. The Company believes that the Company’s current leadership
structure is appropriate for the Company in the context of the specific circumstances facing the Company. Consideration of the Company’s
leadership structure is a continuing process which the Board of Directors and Management of the Company undertake in coordination with
each other.
The
lead independent director, Ronald G. Lehman, acts as the Chairman of the Audit Committee. As such he plays a leading role in the engagement
of auditors and the review of the Company’s financial statements. Under certain circumstances, he will also serve as a contact
point for employees.
The
Company believes its present leadership structure is successfully meeting the Company’s current needs, including:
The
Company believes its present leadership structure is successfully meeting the Company’s
current needs, including:
|
● |
Efficient
communication between Management and the Board; |
|
● |
Clarity
for the Company’s stockholders on corporate leadership and accountability; |
|
● |
The
Chairman of the Board having the Company’s strategy, operations and financial conditions; and |
|
● |
Continuity
in the Company’s leadership, as the Chairman of the Board, Dr. Raymond V. Damadian, founded the Company in 1978. |
The
Company's Board of Directors has an audit committee. There is no standing compensation committee, nominating committee or other committee
of the Board.
In
accordance with the Nasdaq Marketplace Rules, the Board of Directors adopted a written charter for the audit committee which took effect
in June, 2001 and was revised on November 17, 2004. All of the directors on the audit committee are independent.
Stockholders
may communicate with directors by writing to them at the Company in accordance with the Company’s corporate governance policies
and code of conduct, or in any other manner the particular director may provide. Depending on the sensitivity and timing of a matter
raised by a stockholder and the need for disclosure of matters to be made not to just one stockholder, but to the stockholders as a whole,
it may not be possible for the director to reply to the stockholder.
The
shareholdings of the Company’s Chairman of the Board, Dr. Raymond V. Damadian, have more than 50% of the voting power of the Company’s
outstanding stock. Consequently, the Company is a controlled company for purposes of NASDAQ Marketplace Rule 4350(c).
AUDIT
COMMITTEE
The
Audit Committee, which is comprised solely of independent directors, is governed by a Board approved charter that contains, among other
things, the Committee’s membership requirements and responsibilities. The audit committee oversees the Company’s accounting,
financial reporting processes, internal controls and audits, and consults with management and the independent public accountants on,
among other items, matters related to the annual audit, the published financial statements and the accounting principles applied. As
part of its duties, the audit committee appoints, evaluates and retains the Company’s independent public accountants. It also maintains
direct responsibility for the compensation, termination and oversight of the Company’s independent public accountants and evaluates
the independent public accountants’ qualifications, performance and independence.
Financial
Expert on Audit Committee: The Board has determined that Mr. Ronald G. Lehman, is the audit committee financial expert. The Board made
a qualitative assessment of Mr. Lehman’s level of knowledge and experience based on a number of factors, including his formal education
and experience.
Board
Oversight of Risk Management. The Company faces risk in many different areas, including business strategy; government regulation; financial
condition; health care compliance; product research and development; competition for talent; business vitality; operational efficiency;
quality assurance; reputation; intellectual property; and trade secrets, among others. The oversight function is carried out in the quarterly
and annual Audit Committee meetings and by communication and meetings with the Company’s Management, which exercises the responsibility
for oversight of risk management.
AUDIT
COMMITTEE REPORT
The
audit committee has (a) reviewed and discussed the audited financial statements with management, (b) discussed with the independent auditors
the matters required to be discussed by SAS 61 (Statement on Auditing Standards No. 61) and (c) has received the written disclosures
and the letter from the independent accountants required by Independence Standards Board, Standard No. 1 and has discussed with the independent
accountants the independent accountant’s independence.
Based
on the foregoing review and discussions, the audit committee recommended to the Board of Directors that the audited financial statements
be included in the Company’s Annual Report on Form 10-K for the fiscal year ended June 30, 2021.
The
members of the audit committee are Messrs. Ronald G. Lehman, Richard E. Turk and John Collins. Messrs. Lehman, Turk and Collins are independent
directors, as defined in the Securities and Exchange Commission Regulations and Nasdaq Market Place Rules.
NOMINATING
COMMITTEE
The
Board of Directors does not believe it requires a separate standing nominating committee because the Board of Directors is relatively
small and can make the nominations acting as a whole. The Board does not have a policy with regard to director candidates recommended
by stockholders because the absence of such recommendations makes a formal policy unnecessary. Historically, there usually has not been
a need for a committee to identify new nominees in the case of the resignation or death of an existing director. The remaining directors
evaluate a new nominee based on his integrity, loyalty, competence and experience, and how his background complements that of the remaining
directors.
Promoting
diversity in the selection of nominees has not yet been considered, but the Board follows a policy of nondiscrimination and equal opportunity.
COMPENSATION
COMMITTEE
COMPENSATION
COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
The
Board of Directors does not believe it requires a separate standing compensation committee because the management, under the authority
of the Chairman of the Board and the Chief Executive Officer, is best equipped to make compensation decisions. The Board reserves the
right to change this policy at any time.
Dr.
Raymond V. Damadian, who serves as Chairman of the Board, and Timothy Damadian, who serves as Chief Executive Officer and President of
the Company, participate in the deliberation and determination of executive officer and director compensation.
VOTE
REQUIRED AND BOARD RECOMMENDATION
The
directors will be elected by the vote of a plurality of the votes represented at the meeting. THE BOARD OF DIRECTORS RECOMMENDS A VOTE
FOR ALL OF THE NOMINEES FOR THE DIRECTORS OF THE COMPANY.
INFORMATION
REGARDING BENEFICIAL OWNERSHIP OF PRINCIPAL STOCKHOLDERS, DIRECTORS, AND MANAGEMENT
The
following table sets forth information regarding the beneficial ownership of the Company's common shares held by holders of at least
5% of the shares of any class, by the nominees for directors, the Company's Chief Executive Officer, and the directors and executive
officers as a group as of the close of business on March 18, 2022 unless otherwise noted.
Name
and Address of Beneficial Owner (1) | |
Shares
Beneficially Owned | |
Percent
of
Class |
| |
| |
| |
Raymond
V. Damadian, M.D.
c/o
Fonar Corporation, Melville, New York
Director
and Treasurer 5% + Stockholder | |
| |
| |
Common
Stock | |
121,402 | |
1.85 | % |
Class
C Stock | |
382,447 | |
99.98 | % |
Class
A Preferred | |
19,093 | |
6.09 | % |
| |
| |
| |
Kayne
Anderson Rudnick
Investment
Management LLC (2)
1800
Avenue of the Stars, 2nd Floor
Los
Angeles, CA 90067 | |
| |
| |
Common
Stock (as of 12/31/2021) | |
657,067 | |
10.03 | % |
| |
| |
| |
Renaissance
Technologies LLC
Renaissance
Technologies Holding Corporation (2)
800
Third Avenue, New York, New York 10022 | |
| |
| |
Common
Stock (as of 12/31/2021) | |
404,616 | |
6.17 | % |
| |
| |
| |
Dimensional
Fund Advisors LP (2) (3)
Building
One, 6300 Bee Cave Road
Austin,
Texas 78746 | |
| |
| |
Common
Stock (as of 12/31/2021) | |
374,741 | |
5.6 | % |
| |
| |
| |
Timothy
R. Damadian,
President
and Chief Executive Officer | |
| |
| |
Common
Stock | |
38,000 | |
| * |
Class
A Preferred | |
800 | |
| * |
| |
| |
| |
CONTINUATION
Name
and Address of Beneficial Owner (1) | |
Shares
Beneficially Owned | |
Percent
of
Class |
| |
| |
| |
Luciano
B. Bonanni | |
| |
| |
Executive
Vice President And Chief Operating Officer | |
| |
| |
Common
Stock | |
49,726 | |
| * |
Class
A Preferred | |
1,285 | |
| * |
| |
| |
| |
Claudette
Chan, Director and Secretary | |
| |
| |
Common
Stock | |
106 | |
| * |
Class
A Preferred | |
32 | |
| |
| |
| |
| |
Ronald
G. Lehman, Director | |
| |
| |
Common
Stock | |
4,330 | |
| * |
| |
| |
| |
Richard
E. Turk, Director | |
| |
| |
Common
Stock | |
0 | |
| * |
| |
| |
| |
John
Collins, Director | |
| |
| * |
Common
Stock | |
0 | |
| |
| |
| |
| |
All
Officers and Directors as a Group (7 persons) | |
| |
| |
Common
Stock | |
212,706 | |
3.25 | % |
Class
C Stock | |
382,447 | |
99.98 | % |
Class
A Preferred | |
21,210 | |
6.77 | % |
___________________________
*
Less than one percent
___________________________
1.
Address provided for each beneficial owner owning more than five percent of the voting securities of Fonar.
CERTAIN
RELATIONSHIPS AND RELATED TRANSACTIONS
See
Item 13, “Certain Relationships and Related Transactions” of the Company’s Annual Report on Form 10-K for the fiscal
year ended June 30, 2021 which is specifically incorporated by reference herein. A copy of the Form 10-K is included in the Annual Report
to Stockholders which is being sent to the Company’s stockholders with this Proxy Statement.)
The
Company believes that each of the related transactions described therein were on terms at least as favorable to the Company as were available
from non-affiliated parties.
COMPENSATION
DISCUSSION AND ANALYSIS OF DIRECTORS AND EXECUTIVE OFFICERS
The
compensation of the Company’s executive officers is based on a combination of salary and bonuses based on performance. Decisions
concerning compensation are made on a case by case basis and not pursuant to standardized formulas, programs, policies or criteria, except
for commissions in the case of sales. The Board of Directors does not have a compensation committee and does not believe such a committee
is required, in view of the manner in which compensation matters are handled. Dr. Raymond V. Damadian and Claudette J.V. Chan are executive
officers as well as members of the Board of Directors. Dr. Damadian, who also has voting control of the Company and serves as Chairman
of the Board, Timothy Damadian, who has served as PEO and President of the Company since February 11, 2016, and Luciano Bonanni the Executive
Vice President and Chief Operating Officer of the Company since June 27, 2016, participate in the determination of executive compensation
for the Company’s officers.
As
noted above, the Company's compensation policy is primarily based upon the practice of pay-for-performance. Section 162(m) of the Internal
Revenue Code imposes a limitation on the deductibility of nonperformance-based compensation in excess of $1 million paid to the Principal
Executive Officer. No officer of the Company received compensation in excess of $1 million in fiscal 2016 or in any previous fiscal year.
The Board currently believes that the Company should be able to continue to manage its executive compensation program for others so as
to preserve the related federal income tax deductions.
The
Company does not believe that there are any risks arising from its compensation policies and practices for its employees that are likely
to have a material adverse effect on the Company.
The
Company maintains no pension or deferred compensation plans except for a 401(k) plan.
SUMMARY
COMPENSATION TABLE
The
following table discloses compensation received for the three years ended June 30, 2019, June 30, 2020 and June 30, 2021 by the Company’s
Principal Executive Officer, the Company’s Principal Financial Officer and any officer of the Company receiving at least $100,000
for the year.
Name
and Principal Position | |
Year | |
Salary | |
Cash
Bonus | |
Stock
Awards | |
Total |
Timothy
R. Damadian | |
| 2021 | | |
$ | 0 | | |
$ | 155,800 | | |
$ | 0 | | |
$ | 155,800 | |
President,
Principal | |
| 2020 | | |
$ | 0 | | |
$ | 0 | | |
$ | 0 | | |
$ | 0 | |
Executive
Officer | |
| 2021 | | |
$ | 0 | | |
$ | 155,800 | | |
$ | 0 | | |
$ | 155,800 | |
| |
| | | |
| | | |
| | | |
| | | |
| | |
Raymond
V. Damadian | |
| 2021 | | |
$ | 153,098 | | |
$ | 305,800 | | |
$ | 0 | | |
$ | 458,895 | |
Chairman
of the Board; | |
| 2020 | | |
$ | 153,095 | | |
$ | 0 | | |
$ | 0 | | |
$ | 153,095 | |
Principal
Financial Officer; | |
| 2019 | | |
$ | 153,095 | | |
$ | 305,800 | | |
$ | 0 | | |
$ | 458,895 | |
Director | |
| | | |
| | | |
| | | |
| | | |
| | |
| |
| | | |
| | | |
| | | |
| | | |
| | |
Luciano
Bonanni | |
| 2021 | | |
$ | 146,038 | | |
$ | 0 | | |
$ | 152,931 | | |
$ | 298,969 | |
Executive
Vice President | |
| 2020 | | |
$ | 146,496 | | |
$ | 0 | | |
$ | 152,902 | | |
$ | 299,398 | |
and
Chief Operating Officer | |
| 2019 | | |
$ | 145,672 | | |
$ | 0 | | |
$ | 152,740 | | |
$ | 298,412 | |
No
executive officer has a written or unwritten employment agreement with the Company. Salaries, bonuses and discretionary stock and stock
option awards comprise the full amount of total compensation. The only exceptions are commissions, based on a percentage of the sales
prices, payable to salesmen.
Compensation
Pursuant to Stock Options and SAR Grants
No
stock options or stock appreciation rights were granted to the Company’s Principal Executive Officer and Principal Financial Officer
during fiscal 2020.
Option/SAR
Exercises and Year End Values
No
options or stock appreciation rights were exercised by the Company’s Chief Executive Officer during fiscal 2020. The Company’s
Chief Executive Officer did not hold any unexercised stock options or stock appreciation rights at the end of fiscal 2020.
DIRECTOR
COMPENSATION
The
following table shows the compensation paid to the Directors for fiscal 2021:
Name | |
Fees
earned in pad in
cash ($) | |
Stock
awards ($) | |
Option
awards ($) | |
Non-equity
incentive plan compen-
sation | |
Nonqualified
deferred compen- sation
earnings ($) |
|
All
other compen-
sation
($) | |
Total ($) |
(a) | |
(b) | |
(c) | |
(d) | |
(e) | |
(f) |
|
(g) | |
(h) |
A.
Claudette J.V. Chan | |
$ | 20,000 | |
0 | |
0 | |
0 | |
0 |
|
0 | |
$ | 20,000 |
B.
Charles N. O'Data (deceased) | |
$ | 20,000 | |
0 | |
0 | |
0 | |
0 |
|
0 | |
$ | 20,000 |
C.
Ronald G. Lehman | |
$ | 20,000 | |
0 | |
0 | |
0 | |
0 |
|
0 | |
$ | 20,000 |
D.
Richard E. Turk | |
$ | 20,000 | |
0 | |
0 | |
0 | |
0 |
|
0 | |
$ | 20,000 |
With
the exception of Dr. Damadian who receives no compensation for serving as a director, each director is entitled to receive $20,000 per
annum for his or her services as a director of the Company, including service on any committee of the Board of Directors. No other fees
are paid to the directors for their services as directors of the Company.
2.
ADVISORY VOTE ON COMPENSATION OF THE COMPANY’S NAMED EXECUTIVE OFFICERS
The
following proposal provides the Company’s stockholders with an opportunity to vote to approve, on an advisory basis, the compensation
of the Company’s named executive officers, as disclosed in this proxy statement. In considering your vote, you may wish to review
with care the “Compensation Discussion and Analysis” section, which provides details as to the Company’s compensation
policies, procedures and decisions, as well as the Summary Compensation Table and other related compensation tables, notes and narrative
disclosures under the executive compensation section of this proxy statement. This vote is not intended to address any specific element
of the Company’s executive compensation program, but rather the overall compensation program for the Company’s named executive
officers. This vote currently is being taken on an annual basis at the Company’s annual meeting.
In
accordance with Section 14A of the Securities Exchange Act of 1934, we are asking stockholders
to approve the following advisory resolution at the Annual Meeting of Stockholders
RESOLVED,
that the stockholders of Fonar Corporation (the “Corporation”) approve, on an advisory basis, the overall compensation of
the Corporation’s named executive officers disclosed in the Compensation Discussion and Analysis, Summary Compensation Table and
related compensation tables, notes and narrative discussion in this Proxy Statement for the Annual Meeting of Stockholders.
The
Board of Directors recommends a vote FOR this resolution because it believes that the policies and practices described in the Compensation
Discussion and Analysis are effective in achieving the Company’s goals of rewarding sustained financial and operating performance
and leadership excellence and aligning the executives’ long-term interests with those of the stockholders, as well as motivating
the executives to remain with the Company for long and productive careers.
This
advisory resolution, commonly referred to as a “say-on-pay” resolution, is non-binding on the Board of Directors. Although
non-binding, the Board will review and consider the voting results when evaluating our executive compensation program.
3.
RATIFICATION OF SELECTION OF AUDITORS
The
Board of Directors selected Marcum LLP, as the Company's independent auditors for the fiscal year ending June 30, 2022. The stockholders
will be asked to ratify this action by the Board. Marcum LLP were the Company’s auditors for the fiscal years ended June 30, 2019,
June 30, 2020 and June 30, 2021.
One
or more representatives of Marcum LLP, may be present at the Meeting with the opportunity to make a statement if they desire to do so,
and to be available to respond to appropriate questions.
The
affirmative vote of shares holding a majority of the votes represented at the meeting is required to ratify the selection of auditors
by the Board of Directors. THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE PROPOSAL.
AUDIT
FEES
The
aggregate fees billed by Marcum LLP for the audit of the Company’s annual financial statements for the fiscal year ended June 30,
2021 and the reviews of the financial statements included in the Company’s Forms 10-Q for the fiscal year ended June 30, 2021 were
$345,000.
The
aggregate fees billed by Marcum LLP for the audit of the Company’s annual financial statements for the fiscal year ended June 30,
2020, and the reviews of the financial statements included in the Company’s Forms 10-Q for the fiscal year ended June 30, 2020
were $409,000.
All
work on the audits in each of the last two fiscal years was performed by full-time permanent employees of Marcum LLP.
AUDIT-RELATED
FEES
No
fees were billed by Marcum LLP for the fiscal years ended June 30, 2021 and June 30, 2020 for services related to the audit or review
of our financial statements that are not included under the caption “AUDIT FEES”.
TAX
FEES
No
fees were billed by Marcum LLP for tax compliance, tax advice or tax planning in the fiscal years ended June 30, 2021 and June 30, 2020.
ALL
OTHER FEES
No
fees were billed by Marcum LLP for any other services during the fiscal years ended June 30, 2021 and June 30, 2020.
Since
January 1, 2003, the audit committee has adopted policies and procedures for pre-approving all non-audit work performed by its auditors.
Specifically, the committee must pre-approve the use of the auditors for all such services. The audit committee has pre-approved all
non-audit work since that time and in making its determination has considered whether the provision of such services was compatible with
the independence of the auditors. Marcum LLP has not provided any services in addition to audit services in fiscal 2021 and 2020.
Our
audit committee believes that the provision by Marcum LLP of services in addition to audit services in previous years were compatible
with maintaining their independence.
PROPOSALS
OF STOCKHOLDERS
Proposals
of stockholders intended to be presented at next year’s annual meeting of stockholders must be received by the Company no later
than January 19, 2023 to be included in the Company's proxy statement and form of proxy related to that meeting.
SOLICITATION
OF PROXIES
The
proxy accompanying this proxy statement is solicited by the Board of Directors of the Company. Proxies may be solicited by officers,
directors, and regular supervisory and executive employees of the Company, none of whom will receive any additional compensation for
their services. Such solicitations may be made personally, or by mail, e-mail, facsimile, telephone, telegraph, or messenger. The Company
will pay persons holding shares of stock in their names or in the names of nominees, but not owning such shares beneficially, such as
brokerage houses, banks, and other fiduciaries, for the expense of forwarding solicitation materials to their principals. All of the
costs of solicitation of proxies will be paid by the Company.
VOTING
TABULATION
The
election of the Company's directors requires a plurality of the votes represented in person or by proxy at the meeting. The ratification
of proposals and the selection of auditors requires the affirmative vote of a majority of the votes represented in person or by proxy
at the meeting. Votes cast by proxy or in person at the meeting will be tabulated by the Company.
A
stockholder who abstains from voting on any or all proposals will be included in the number of shareholders present at the meeting for
the purpose of determining the presence of a quorum. Abstentions will not be counted either in favor of or against the election of the
nominees or other proposals. Under the rules of the National Association of Securities Dealers, brokers holding stock for the accounts
of their clients who have not been given specific voting instructions as to a matter by their clients in certain cases may vote their
clients' proxies in their own discretion. Where a proposal requires a majority of the votes present for its passage, an abstention or
broker non-vote will have the same effect as a negative vote.
OTHER
MATTERS
The
Board of Directors does not intend to bring any other business before the meeting, and so far as is known to the Board, no matters are
to be brought before the meeting except as specified in the notice of the meeting. However, as to any other business which may properly
come before the meeting, it is intended that proxies, in the form enclosed, will be voted in respect thereof in accordance with the judgment
of the persons voting such proxies, where the authorization to do so has been granted.
DATED:
Melville, New York, April 8, 2022
A
COPY OF THE COMPANY'S FORM 10-K REPORT FOR FISCAL YEAR 2021 CONTAINING
INFORMATION ON OPERATIONS, FILED WITH THE SECURITIES AND EXCHANGE COMMISSION, IS AVAILABLE
UPON REQUEST. PLEASE WRITE TO:
INVESTOR
RELATIONS DEPARTMENT
FONAR
CORPORATION
110
MARCUS DRIVE
MELVILLE,
NEW YORK 11747
FONAR
CORPORATION
Proxy
- Annual Meeting of Stockholders
May
23, 2022, 10:00 AM
THIS
PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The
undersigned, a stockholder of Fonar Corporation (the "Company"), hereby revoking any proxy heretofore given, does hereby appoint Raymond
V. Damadian, Luciano Bonanni, Daniel Culver and Ellen Yeske, and each of them, proxies with full power of substitution, for and in the
name of the undersigned to attend the Annual Meeting of the Stockholders of the Company to be held at the Double Tree Hotel, Wilmington
Downtown, 700 King Street, Wilmington, Delaware on May 23, 2022, at 10:00 a.m., local time, and at any adjournment(s) thereof, and there
to vote upon all matters specified in the notice of said meeting, as set forth herein, and upon such other business as may properly and
lawfully come before the meeting, all shares of stock of the Company which the undersigned would be entitled to vote if personally present
at said meeting.
THIS
PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED HEREIN BY THE UNDERSIGNED STOCKHOLDER. IF NO DIRECTION IS GIVEN, SUCH
SHARES WILL BE VOTED FOR ALL PROPOSALS.
The
Board of Directors Recommends you vote FOR the following:
No.
1. Election of Directors
|
FOR
ALL |
|
WITHOLD
ALL |
|
FOR
ALL EXCEPT |
|
|
|
|
|
|
|
|
INSTRUCTION:
To withhold authority to vote for any individual nominee(s), mark "FOR ALL EXCEPT" and circle or cross out the name(s) of those nominee(s).
01
- Raymond V. Damadian, 02 - Claudette J. V. Chan, 03 - Ronald G. Lehman,
04
- Richard E. Turk, 05 - John Collins
The
Board of Directors recommends you vote for proposals 2, 3 and 4:
No.
2. On an advisory basis, to approve the executive compensation.
No.
3. To ratify the selection of Marcum LLP as the Company's independent auditors for the fiscal
year ended June 30, 2022.
No.
4. In their discretion, the Proxies are authorized to vote upon such other business as may properly come before the meeting.
__________________________________
_______________________
Signature
Date
__________________________________
_______________________
Signature
(Joint owners) Date
Please
sign exactly as your name(s) appear(s) hereon or on your stock certificate(s). When signing as an attorney, executor, proxy, administrator,
trustee, guardian or other fiduciary, please give full title as such. Joint owners should each sign personally. All holders must sign.
If a corporation, please sign in full corporate name, by an authorized officer. If a partnership, limited liability company or other
entity, please sign in the company’s name by an authorized person, indicating your capacity.
ANNUAL
REPORT
FONAR
CHAIRMAN’S LETTER TO SHAREHOLDERS
MAY
2022
Dear
Shareholders,
When
the Coronavirus reached America in March of 2020, it had an immediate crushing effect on medical providers, patients, employees, and
therefore FONAR Service Revenue and HMCA Management Fees. The crisis left us with a very disappointing fourth quarter (fiscal 2020) and
also the urgency for us to recover as quickly as possible. Even though the effects of this relentless pandemic continued to hamper our
business, to the credit of our management team and our employees, we have to date prevailed and as of December 31, 2021 FONAR posted
47 consecutive quarters of positive net income and positive income from operations.
FONAR’s
primary source of income and growth is attributable to its diagnostic imaging management subsidiary, Health Management Company of America
(HMCA).
The
Birth of HMCA in 1997
FONAR,
the original MRI company, introduced the world’s first MRI scanner in 1980 and from there grew solely by selling and servicing
its ever-innovative line of MRI products. But eventually, after years of competing with well-heeled corporate giants and struggling with
the financial uncertainties that accompanied an erratic MRI equipment sales market, FONAR, in 1997, expanded by forming its diagnostic
imaging management subsidiary, Health Management Company of America (HMCA) in order to provide the company with a steady and reliable
source of revenue.
Up
until that time, FONAR had been working with hundreds of customers for nearly 20 years, most of them independent MRI business owners.
As a result of our ongoing relationships with them, we became very familiar with how they managed their businesses, their successes and
their failures. We observed which of their methods, practices and strategies worked and which ones didn’t. What we learned from
their experiences made FONAR’s expansion into the diagnostic imaging management business a natural one, and so we developed a business
plan that would eventually result in HMCA becoming the company’s leading source of revenue and profit.
A
New Management Team in 2010
By
2009, annual scan volume at the nine facilities managed by HMCA (six in New York and three in Florida) reached 29,000 with Total Revenues-Net
of $31.8 million (fiscal 2010). When my son, Timothy R. Damadian, who is currently President and CEO of FONAR, returned to FONAR in 2010
his first order of business was to assemble a new management team. Each one chosen was trustworthy, had worked with Tim for many years,
and had a record of success in managing and growing MRI scanning centers and businesses. Together they launched a growth strategy based
upon the ever-growing appeal among patients and their physicians of our FONAR UPRIGHT® Multi-Position™ MRI, also known as the
Stand-Up® MRI. From that point on, the company has grown steadily, enjoying remarkable success. Today,
HMCA manages 39 MRI scanners: 25 in New York and 14 in Florida. In 2021, annual scan volume at HMCA-managed facilities was 178,000
with Total Revenues-Net of $89.9 million (fiscal 2021).
The
HMCA Growth Strategy
HMCA’s
growth strategy is three-pronged: 1) Grow by increasing scan volume at existing sites by applying proven marketing techniques and providing
outstanding service to patients and their physicians. 2) Acquire or establish de novo sites in locations that would enhance or expand
our existing networks. To pinpoint a de novo site, we conduct thorough demographic studies, identify the primary major medical insurance
carriers in the region, and access the competitive landscape. 3) Install additional MRI scanners at sites in need of reducing patient
backlog and/or sites that would benefit by expanding MRI services in their regions. Vertical growth, by adding a second or even a third
MRI to a site, is very cost effective. Aside from the expense of the added equipment, the only other major costs are those associated
with the additional space needed to house the equipment and a minimal increase in staff to accommodate the increase in patient volume.
The
Effect of the COVID-19 Pandemic on HMCA
When
COVID-19 arrived in March of 2020, all HMCA-managed sites were considered “essential businesses,” which allowed them to continue
to serve patients in need of diagnostic testing. For the safety of patients and employees at the sites and at HMCA headquarters, sanitary
policies and procedures were immediately implemented and Personal Protective Equipment (PPE) distributed, while, as expected, scan volume
at every HMCA site immediately plummeted. In the last quarter of fiscal 2020, when the Coronavirus first took hold, HMCA’s total
scan volume, which depends entirely on referrals from medical providers who were also suffering from the effects of COVID-19, was 42%
lower than it was in the corresponding quarter of the previous fiscal year. Our management team responded without delay by shortening
business hours, reducing staff by either cutting work hours or furloughing, and where possible, allowing employees to work from their
homes in order to maintain productivity. As the result of a devastating fourth quarter, the total scan volume for fiscal 2020 (166,698
scans) was down 9% in comparison to fiscal 2019 (184,028 scans).
HMCA’s
recovery began in the early part of Fiscal 2021. Over the course of the year, business hours were expanded to accommodate the slowly
rising demand. At the same time and in spite of the pandemic, we persevered to complete four major projects that had previously been
scheduled for Fiscal 2021: the establishment of a new site in Pembroke Pines, Florida in July of 2020; the addition of a second MRI scanner
in Islandia, New York in October of 2020; the addition of a second MRI scanner in the White Plains, New York site in January of 2021;
and the acquisition of an existing MRI facility in Yonkers, New York in March 2021. With the increase in scans attributable to the completion
of these projects together with the partial, company-wide return to pre-COVID scan volumes, we finished fiscal 2021 with 178,364 scans,
which was 7% more than we completed in fiscal 2020 and just 3% shy of our scan volume in pre-COVID fiscal 2019. We are both grateful
and proud to have posted Total Revenue-Net of $89.9 million in fiscal 2021, 5% higher than that of fiscal 2020.
Looking
Ahead
Unfortunately,
illnesses due to COVID-19 or its variants, as well as quarantining requirements and vaccination/masking mandates continue to hamper patient
volume and also make it very challenging for HMCA to keep the sites and headquarters properly staffed. Yet, we continue to succeed. HMCA
scan volume in the first half of fiscal 2022 was the highest first six months in the history of the company and 9.8% higher than the
scan volume in the first half of fiscal 2021. I enthusiastically congratulate our management team and all of our employees for their
competence, loyalty, and hard work.
Projects
already completed in fiscal 2022 or currently underway: the equipment upgrade of one of the two MRI scanners in the White Plains, New
York site was completed in July of 2021; a second MRI scanner was installed in the Pembroke Pines, Florida site in November of 2021;
the uptown Manhattan site (77th Street) was relocated to midtown Manhattan (55th Street) in December of 2021; a de novo site in the South
Bronx, New York is planned to open by the end of fiscal 2022; and a de novo site in Central Florida is scheduled to open shortly after
that.
FONAR
is the Inventor of MR Scanning™. We introduced the world’s first commercial MRI in 1980, went public in 1981, and have installed
over 400 MRIs all over the world. We are located in Melville, New York, where we continue to manufacture, sell, service, and upgrade
FONAR scanners. Our signature product is the FONAR UPRIGHT® Multi-Position™ MRI (also known as the STAND-UP® MRI). The
success of HMCA is largely attributable to this unique product for two primary reasons:
First,
it is the only whole-body MRI that performs Position Imaging™ (pMRI™), which means it scans patients in numerous weight-bearing
positions, i.e. standing, sitting, in flexion and extension, as well as the conventional lie-down position. The UPRIGHT® MRI has
detected problems that were underestimated or missed entirely on “weightless-only” MRI scanners, particularly scans of the
spine. With its ability to “see it all,” the UPRIGHT® MRI provides referring physicians the means to achieve BETTER OUTCOMES
FOR THEIR PATIENTS. Most MRI studies are of the spine, and it is widely reported that about 80% of adults experience low back pain at
some point in their lifetimes. This explains why the UPRIGHT® MRI has gained traction in the medical community.
Second,
a significant portion of the patient population seek to avoid or flatly refuse to have their MRI exams in a claustrophobia-inducing “tunnel”
or “tube” MRI, which is typical of most MRIs. The comfort and openness of the UPRIGHT® MRI make it the Patient-Friendly™
MRI. Our scanner is very appealing to patients and also to referring physicians who want to accommodate patients who are fearful of or
cannot tolerate confining, conventional MRI scanners. To their relief, the UPRIGHT® MRI allows most patients to be scanned while
sitting and watching a wide-screen TV.
FONAR
users have, for years, benefitted substantially from these highly-prized features and, since the design of the UPRIGHT® MRI remains
patent-protected by FONAR, they will continue to enjoy this competitive advantage in the future.
Ongoing
Research
MRI
has brought a new dimension to MEDICAL TREATMENT, the power to VISUALIZE ANATOMIC DETAIL in the body's VITAL SOFT TISSUES (brain, heart,
kidney, liver, spleen, lungs, pancreas, intestines) plus MRI's new power to non-invasively QUANTIFY (e.g. measure T1, T2, diffusion,
chemical spectra) the response of these VITAL TISSUES to treatment.
Regarding
our research efforts, over the past few years we have been making cinés (movies) of the cerebrospinal fluid (CSF) as it flows
up and down the neck and in and around the brain. Thanks to the UPRIGHT® MRI’s ability to scan patients in weight-bearing positions
as well as in the recumbent, non-weight-bearing position, we are finding significant postural differences in CSF flow. These differences
may provide clues which will enable physicians to find solutions to a variety of unsolved medical problems and the power to quantify
the degree to which the impaired CSF flow responsible for the patient’s symptoms has been rectified by the patient’s surgical
and non-surgical CCJ (craniocervical junction) treatment. Currently, our research is focused on quantifying CSF flow and the velocity
at which it navigates through the neck and head. We’ve been able to use this quantitative CSF data collected from asymptomatic
patients to identify the degree to which CSF flow impairment is responsible for the patient’s symptoms and the degree to which
the patient’s surgical or non-surgical CCJ treatment has restored the patient’s critical brain and central nervous system’s
physiology to normal.
This
important research of the imaging and quantifying of cerebrospinal fluid (CSF) flow as it circulates from the brain, down the spine and
throughout the brain, I believe, is research that will lead to a new understanding of the role of CSF physiology for the neurodegenerative
diseases Multiple Sclerosis, Alzheimer’s, Parkinson’s, Amyotrophic Lateral Sclerosis (ALS) and childhood autism. Although
progress has been temporarily slowed by the pandemic in fiscal 2021, the Company will, in the future, continue with this valuable research
made possible by the introduction of FONAR’s UPRIGHT® MRI imaging technology.
The
Highlight of Fiscal 2021: The 50th Birthday of MRI
March
9, 2021 was a very special day for me as well as for FONAR employees, HMCA employees, FONAR users, FONAR stockholders, Nasdaq, family
and friends, as it has been 50 years since my discovery of MRI was published in the scientific journal Science
on March 19, 1971. In celebration, FONAR had the honor of ringing the Nasdaq closing bell on March 9, 2021.
Due to COVID-19, it was a virtual ceremony that could be viewed via a Nasdaq-provided live-stream link.
Excerpts
from FONAR’s March 9, 2021 press release follow:
FONAR
To Ring The Nasdaq Stock Market Closing Bell, As It Celebrates 50th Birthday of MRI
MELVILLE,
NEW YORK, March 9, 2021 - FONAR Corporation (NASDAQ-FONR), The Inventor of MR Scanning™, will ring the Nasdaq Stock Market Closing
Bell on March 9, 2021. Nasdaq and FONAR selected this day as it is 50 years since the discovery of MRI by Raymond V. Damadian, M.D.,
FONAR’s founder and chairman, was published in the widely-read, peer-reviewed scientific journal Science
on March 19, 1971.
Dr.
Damadian said, “I got my first idea for MRI in 1969,
and in 1970 made the discovery that is the basis for the making of every MRI image ever produced and the
foundation of the MRI industry. This discovery is that there is a marked difference in the relaxation times
of the NMR (MRI) signals between normal and cancerous tissues of the same type, as well
as between different types of normal tissues. This discovery, published in the peer-reviewed journal ‘Science,’ marked the
beginning of the MRI industry.”
The
discovery resulted in the generation of the pronounced pixel
contrast that was deficient in traditional medical imaging technology (x-ray, CT: 4%) and was needed for
adequate visualization of the body's vital organs and assessment of their well-being. The pixel contrast provided by MRI imaging was
raised to 131%. As reported in edubilla.com: “But without this discovery of the profound sensitivity of the
relaxation time to different tissue types and malignant tissue THERE WOULD BE NO PICTURE AT ALL.”
Prior
to this 1971 article in the journal Science, there was no realization that existing NMR test
tube technology could be transformed into a scanner of the live human body. Soon scientists
around the world began researching the discovery.
Dr.
Damadian’s discovery, as reported in Science 1971, soon led to the first
patent in MRI.** In 1977, with his two post-doctorate students, Lawrence Minkoff, Ph.D., and Michael Goldsmith.
Ph.D., he went on to make the world’s first MRI scanner.
Dr.
Minkoff recalled the preparations for the world’s first MRI scan. He said: “Dr. Damadian agreed to be the first
to go into a huge magnetic field and have resonating radio frequencies directed at his body and specifically
the area around his heart. This was a risk as no one in the world to our knowledge had done this before. So the first time, a cardiologist
was on hand to help if there was a problem. Unfortunately, the scan did not work. It was later determined that the coil needed further
development. So, finally on the evening of July 2, we were able to get an NMR (MRI) signal from my chest. With this successful achievement
we were then able to proceed and make the world’s first MRI image of a live human being.”
Dr.
Damadian began FONAR, the world’s first dedicated MRI Company, in 1978, and the Company installed the world’s first commercial
MRI in 1980. In 1981 FONAR became a NASDAQ-listed company. The Company, today, is at the Nasdaq Stock Market Closing Bell Ceremony delightedly
celebrating the 50th anniversary of the birth of MRI.
*
R. Damadian, “Tumor Detection by Nuclear Magnetic Resonance,”
Science, Volume 171, pp.1151-1153. This paper was referenced by other Scientist-Authors in the field so
frequently that it was recognized as a ‘Citation Classic’ by the Institute for Scientific Information, Philadelphia, PA,
whose mission it is to monitor scientific citations.
**
U.S. Patent #3,789,832, “Apparatus and Method for Detecting Cancer in Tissue,” (1974) that patented the relaxation differences
and their use in medical scanning. It was acknowledged and enforced by the U.S. Supreme Court in 1997. There are currently more than
4,500 patents on MRI issued by the U.S. Patent Office.
Conclusion
When
COVID-19 reached our shores, many thought it would run its course in a matter of weeks, maybe a couple of months. Now it’s in its
third year, and we are still unsure of when it will be gone, if ever. We are grateful that not only have we successfully coped with what
many describe as one of the most formidable crises Americans have ever faced, but we have remained profitable through it all. The credit
belongs to FONAR’s enduring technology; the skillful management of our diagnostic imaging management subsidiary, HMCA; the competence,
loyalty and hard work of our employees; and the loyal support of our stockholders. We long for a full return to a pandemic-free business
environment in which we can expect even greater success.
Sincerely,
Raymond
V. Damadian
Chairman
and Founder
FONAR
Corporation
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SECURITIES
AND EXCHANGE COMMISSION |
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WASHINGTON,
D.C. 20549 |
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FORM
10-K |
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☒
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For
the fiscal year ended June 30, 2021
OR
☐ TRANSITION
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES AND EXCHANGE ACT OF 1934
For the transition period from _____________
to _____________
Commission File No. 0-10248
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FONAR CORPORATION |
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(Exact name of registrant as specified in its charter) |
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delaware |
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11-2464137 |
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(State of incorporation) |
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(IRS Employer Identification Number) |
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110 Marcus Drive, Melville, New York |
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11747 |
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(Address of principal executive offices) |
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(Zip Code) |
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(631) 694-2929 |
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(Registrant’s telephone number, including area code) |
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Securities registered pursuant to Section 12(b) of the Act: |
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Common Stock, par value $.0001 per share |
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Securities registered pursuant to Section 12(g) of the Act: |
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None |
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Indicate
by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐ No
☒ .
Indicate
by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐ No
☒ .
Indicate
by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2)
has been subject to such filing requirements for the past 90 days. Yes ☒
No ☐ .
Indicate
by check mark whether the registrant (1) has submitted electronically and posted on its corporate Web site, if any, every Interactive
Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (Section 232.405 of this chapter) during
the preceding 12 months (or for such
shorter period that the registrant was required to submit and post such files). Yes ☒ No ☐
Indicate
by check mark if disclosure of delinquent filers, pursuant to Item 405 of Regulation S-K, §229.405 of this Chapter, is not
contained, and will not be contained, to the best of the registrant’s knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this 10-K or any amendment to the Form 10-K. ☒
Indicate
by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller
reporting company. See definitions of “large accelerated filer”, “accelerated filer and “smaller reporting
company” in Rule 12b-2 of the Exchange Act. (Check one):
Large accelerated filer ☐ |
Accelerated filer ☐ |
Non-accelerated filer ☒ |
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Smaller reporting company ☒ |
Emerging Growth Company ☐ |
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Indicate
by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒ .
The
aggregate market value of the shares of Common Stock held by non-affiliates as of December 31, 2020 based on the closing price
of $17.36 per share on such date as reported on the NASDAQ System, was approximately $110 million. The other outstanding classes
do not have a readily determinable market value.
As
of September 15, 2021, 6,554,210 shares of Common Stock, 146 shares of Class B Common Stock, 382,513 shares of Class C Common
Stock and 313,438 shares of Class A Non-voting Preferred Stock of the registrant were outstanding.
DOCUMENTS INCORPORATED BY REFERENCE
FONAR CORPORATION AND SUBSIDIARIES
PART I
ITEM 1. BUSINESS
GENERAL
Fonar Corporation, sometimes referred
to as the “Company” or “Fonar”, is a Delaware corporation which was incorporated on July 17, 1978. Our address
is 110 Marcus Drive, Melville, New York 11747 and our telephone number is 631-694-2929. Fonar also maintains a website 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.
Our medical equipment segment is conducted directly through Fonar. Our physician management and diagnostic services segment is
conducted through our subsidiary Health Diagnostic Management, LLC (“HMCA”), also called Health Management Company of
America. HMCA provides management services, administrative services, billing and collection services, credentialing services, contract
negotiations, compliance consulting, purchasing, IT services, hiring, conducting interviews and managing personnel, storage of
medical records, office space, equipment, repair, maintenance service, and clerical and other non-medical personnel to medical
providers engaged in diagnostic imaging. In addition to acting as a management company, HMCA owns and operates four diagnostic
imaging facilities in Florida, where the corporate practice of medicine is permitted.
We restructured the corporate organization
of our physician and diagnostic services management segment of our business effective July 1, 2015. Imperial Management Services,
LLC (“Imperial”), a subsidiary which owned the assets used in the business of its parent, Health Management Corporation
of America (which is wholly-owned by Fonar), transferred those assets to Health Diagnostics Management, LLC (“HDM”),
which is another subsidiary of Health Management Corporation of America. As a result, going forward our physician and diagnostic
management business will be conducted entirely through HDM, which is operating under the assumed name Health Management Company
of America.
Fonar is engaged in the business of designing,
manufacturing, selling and servicing magnetic resonance imaging scanners, also referred to as “MRI” or “MR”
scanners, which utilize MRI technology for the detection and diagnosis of human disease, abnormalities, other medical conditions
and injuries. Fonar’s founders built the first MRI scanner in 1977 and Fonar introduced the first commercial MRI scanner in 1980.
Fonar is also the originator of the iron-core non-superconductive and permanent magnet MRI 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® Multi-Position™”
MRI scanner (also referred to as the “Upright®” or “Stand-Up®” MRI scanner) and the Fonar 360™
MRI scanner. The Fonar 360™ MRI is not presently being marketed.
See Note 17 to the Consolidated Financial
Statements for separate financial information regarding our medical equipment and physician and diagnostic management services
segments.
FONAR CORPORATION AND SUBSIDIARIES
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.
Among the risks and assumptions which
must now be taken into account is the COVID-19 virus, which adds additional uncertainties to future expectations. Although the
impact will be negative, the severity, duration and recurrence of new strains of the COVID-19 virus such as the Delta variant adds
a new dimension to the difficulties facing our business and the world economy in general.
THE UPRIGHT® MRI SCANNER
The Upright® MRI scanner is the product
we are presently promoting. The Upright® MRI (also known as the “Stand-Up® MRI”) is a “whole-body”
MRI, meaning it can be used to scan any part of the body. Unlike conventional recumbent MRI scanners, where the patient must lie
on his or her back, the Upright® MRI permits MRI scans to be taken in a weight-bearing state. Patients can be scanned while
standing, sitting, bending or lying down. This means that an abnormality or injury, such as a slipped disk, may be scanned in a
weight-bearing posture, which more often than not is the position in which patients experience pain. An adjustable bed allows patients
to stand, sit or lie on their backs, sides or stomachs. The Upright® MRI is by design a non-claustrophobic MRI scanner. We
have introduced the name “Upright®” as an alternative to “Stand-Up®” because of the multiplicity of
positions in which the patient may be scanned where the patient is not standing.
As of June 30, 2021, HMCA manages a total
of 39 MRI scanners. Twenty-five (25) MRI scanners are located in New York and fourteen (14) which are located in Florida. We believe
that the utilization of Fonar UPRIGHT® MRI scanning systems has been a significant factor in maintaining the patient volume
of the scanning facilities and our ability to cope with the effects of the COVID-19 pandemic. In addition, a new facility managed
by the Company has been opened in Pembroke Pines, Florida and a total of four additional MRI scanners were added in New York.
FONAR CORPORATION AND SUBSIDIARIES
MEDICAL EQUIPMENT SEGMENT
PRODUCTS
The Fonar Upright® MRI is a weight-bearing
whole-body open MRI system which enables positional MRI (pMRI®) applications. 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 and in the conventional recumbent position. 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 and compared using the system’s MRI-compatible, three-dimensional, motorized patient
handling system. The system’s lift and tilt functions deliver the targeted anatomical region to the center of the magnet. True
image orientation is assured, regardless of the rotation angle, via computer read-back of the table’s position.
There is considerable evidence that the
weight-bearing Upright® MRI provides medical benefits not duplicated by any other MRI scanner because patient positioning plays
a critical role in accurately detecting clinically significant pathology.
For instance, the Fonar Upright®
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 and entrapped 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.
The brain structures “entrapped” in Chiari Syndrome are the lowest lying structures of the brain, the tonsils of the
cerebellum. The Chiari Syndrome is therefore alternately named Cerebellar Tonsillar Ectopia (CTE) indicating the displacement (ectopia)
of these Cerebellar tonsils in this syndrome. Classic symptoms of the Chiari Syndrome include the “drop attack,” where
the patient unexpectedly experiences an explosive rush at the base of the brain which runs down the body to the extremities, causing
the patient to collapse in a temporary neuromuscular paralysis. These symptoms subside when the patient is lying down. Conventional
lie-down MRI scanners cannot make an adequate evaluation of the pathology since the patient’s pathology is most visible and the
symptoms are most acute when the patient is scanned in the upright weight-bearing position.
A publication in the Journal “Brain
Injury” (Brain Injury 2010, 24 (7-8) 988-994) of 1,200 neck pain patients reported that the fallen cerebellar tonsils of the
brain (CTE) were missed 75% of the time when the patient was scanned only in the recumbent position. It is critical to have an
image of the patient in an upright position so that the neurosurgeons can fully evaluate the brain stem and choose the most appropriate
surgical approach for an operative repair.
FONAR CORPORATION AND SUBSIDIARIES
The study was published by 10 authors
from distinguished universities in the United States and around the world. The study reported that Cerebellar Tonsillar Ectopia
Herniation (CTE) was missed 75% of the time when the patient was scanned lying down instead of upright. At the current rate of
1,000,000 automobile whiplash injuries in the U.S. per year, 750,000 patients each year would have the pathology responsible for
their symptoms go undetected if they were examined solely in a conventional recumbent-only MRI.
The Upright® MRI has also demonstrated
its value for patients suffering from scoliosis. Scoliosis patients typically have been subjected to routine x-ray exams for years
and must be imaged upright for an adequate evaluation of their scoliosis. Because the patient must be standing for the exam, an
x-ray machine has been the only modality that could provide that service. The Upright® MRI is the only MRI scanner that allows
the patient to stand during the MRI exam. Fonar has developed a new RF receiver and scanning protocol that for the first time allows
scoliosis patients to obtain diagnostic pictures of their spines without the risks of x-rays. A study by the National Cancer Institute
(2000) of 5,466 women with scoliosis reported a 70% increase in breast cancer resulting from 24.7 chest x-rays these patients received
on average in the course of their scoliosis treatment.
Other important new applications are
Upright® imaging of the pelvic floor and abdomen to image prolapses and inguinal hernias. Fonar has also developed the first
non-invasive method to image the prostate: the patient simply sits on a flat, seat-like coil.
The Upright® MRI is also the world’s
most non-claustrophobic whole-body MRI scanner. Frequently, patients can simply walk into the magnet, stand or sit for their scans
and then walk out. The magnet’s front-open and top-open design provides an unprecedented degree of comfort because there is nothing
in front of the patient’s face except a large (42”) flat-screen TV that is mounted on the wall. The default position for the
bed is a tilt back of six degrees that minimizes patient motion. Special RF receiver coil fixtures, a patient seat, Velcro straps,
and transpolar stabilizing bars are also used to keep the patient comfortable and motionless throughout the scanning process.
Full-range-of-motion studies of the joints
in multiple directions are possible, an especially useful feature for sports injuries. Full range of motion cines, or movies, of
the lumbar spine can also be achieved under full body weight.
The Fonar Upright® MRI operates at
a significantly higher magnetic field strength than earlier open MRIs that preceded it, and, therefore, benefits from more of the
MRI image-producing signal needed to make high-quality MRI images.
Fonar maximizes image quality through
an optimal combination of image signal to noise (S/N) and contrast-to noise (C/N) ratios. Technical improvements incorporated into
the scanner design include increased image processing speed, high-S/N Organ Specific(TM) RF receiver coils, high performance 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.
FONAR CORPORATION AND SUBSIDIARIES
In addition to the signal-to-noise ratio,
however, a major determinant of image quality that must be considered 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® MRI scanners
operate squarely in the optimum C/N range.
FONAR’s scanners are equipped with a
variety of software features which enhance versatility and diagnostic capability. For example, SMART™ scanning allows for
same-scan customization of multi-slice scans, 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™ (MAO) imaging, and oblique imaging.
During fiscal 2021, sales of our Upright®
MRI scanners accounted for approximately 0.8% of our total revenues and 10.0% of our medical equipment revenues, as compared to
0.1% of total revenues and 1.0% of medical equipment revenues in fiscal 2020.
FONAR’s principal marketing efforts with
respect to its products have been focused on the Upright® MRI, which we believe is a particularly unique product. It is the
only MRI scanner which is both open and allows for weight-bearing imaging. We expect to continue our focus on the Upright®
MRI in the immediate future.
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.
PRODUCT MARKETING
The principal markets for the Company’s
scanners are private diagnostic imaging centers and hospitals.
We use internal personnel and independent
manufacturer’s representatives for domestic and foreign markets. None of Fonar’s competitors are entitled or been licensed to make
the Fonar Upright® MRI scanner.
Fonar’s Website includes interactive
product information for interested customers.
During fiscal 2021 and previously sales
were made to foreign customers. CEO Matthias Schulz of Medserena, Fonar’s principal foreign sales representative and distributor,
has said, “The large number of requests coming from our physicians in Germany are arising because of the special medical need
for FONAR’s unique technology. This is in spite of an intensely active MRI market in Germany, where there are already many conventional
lie-down MRIs installed.”
FONAR CORPORATION AND SUBSIDIARIES
Fonar’s marketing strategy has been designed
to reach key purchasing decision makers with information concerning the Upright® MRI. This has led to many inquiries and to
some sales of the Upright® MRI scanner and is intended to increase Fonar’s presence in the medical market. Fonar focuses on
four target audiences: neurosurgeons, orthopaedic surgeons, radiologists and physicians in general.
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Neurosurgeons
and Orthopaedic Surgeons: These are the surgeons who can most benefit from the superior diagnostic benefits of the Fonar Upright®
MRI with its Multi-Position® MRI diagnostic ability. |
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Radiologists:
These physicians can now offer a new Multi-Position®, weight-bearing MRI modality to their referring physicians. |
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All Physicians:
The vast number of doctors who send patients for MRI’s need to be aware of the diagnostic advantages of the Fonar Upright®
Multi-Position™. |
Our advertising for Fonar and HMCA re-enforces
the unique value provided by Fonar MRI scanners. We have increased internet awareness of our product by driving patient traffic
to the Upright® scanning centers we manage via the Fonar website (www.fonar.com) as well as by creating Websites for each HMCA
location. These websites give prospective customers of Upright® MRI scanners a view of operating Upright® MRI centers and
highlight the benefits of using an Upright® MRI scanner. A complete list of the sites managed by HMCA can be found at HMCA’s
website, hmca.com.
Our marketing efforts, however, have
been compromised by the COVID-19 panademic and economic challenges felt worldwide as a result.
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 $7.7 million in fiscal 2021 and $8.2 million in fiscal 2020. Our objective is to maintain service revenues at present
levels or better, based on the longevity of the technology, and the refurbishments and upgrades which keep the scanners competitive
with the latest techniques.
We also anticipate that our scanners
will result in upgrades income in future fiscal years. The potential for upgrades income, originates in the versatility and productivity
of the Upright® Imaging technology. New medical uses for MRI technology are constantly being discovered and are anticipated
for the Upright® Imaging technology as well. New features can often be added to the scanner by the implementation of little
more than versatile new software packages, which when coupled with hardware upgrades can add years of useful life to the scanner.
FONAR CORPORATION AND SUBSIDIARIES
RESEARCH AND DEVELOPMENT
During the fiscal year ended June 30,
2021, we incurred expenditures of $1,635,979, none of which were capitalized, on research and development, as compared to $2,025,376,
none of which were capitalized, during the fiscal year ended June 30, 2020.
Research and development activities have
focused principally on software improvements to the user interface of the MRI scanner. The Windows-based Sympulse™ platform
controls all of the functions of the Upright® scanner except those of the versatile, multi-position patient table. Separate,
dedicated, motion-control software is used to maneuver the Upright® bed, and development of this software is ongoing as well.
While software improvements to the user
interface are important in their own right, significant value is added to the MRI scanner by the modification of existing protocols
for examining various parts of the body, and the development of new protocols that utilize new underlying capabilities of the pulse
sequence software. Over time, FONAR users have become accustomed to the steady improvement in the recommended clinical protocols
that accompany new software releases. More significantly, in recent years we have seen increasing adoption of FONAR-recommended
clinical protocols over those developed on site. This is a testament to the superior image quality they produce in attractively
short scan times.
The development of clinically practical
scan protocols and software depends on close contact between research and development scientists and engineers, and end users.
That close contact is facilitated in part by the relationship with HMCA and the scanning centers. In addition to that collaboration,
R&D staff have pursued a variety of novel and Upright® MRI-specific research projects. It is anticipated that these will
ultimately lead to new applications that are made available to existing customers as upgrade add-ons to their machines. For example,
phase-contrast imaging techniques originally developed for angiography have recently been applied to cerebro-spinal fluid (CSF)
flow. Analysis of CSF flow in upright and recumbent postures may prove to be of significant value in the evaluation of a variety
of disorders.
BACKLOG
Our backlog of unfilled orders at September
15, 2021 was approximately $62,000, as compared to $457,000 at September 15, 2020. It is expected that the existing backlog of
orders will be filled within the 2022 fiscal year.
PATENTS AND LICENSE
We currently have numerous patents in
effect which relate to the technology and components of our MRI scanners. We believe that these patents, and the know-how we have
developed, are material to our business.
FONAR CORPORATION AND SUBSIDIARIES
One of our patents, issued in the name
of Dr. Damadian and licensed to Fonar, was United States patent No. 3,789,832, Apparatus and Method for Detecting Cancer in Tissue,
also referred to in this report as the “1974 Patent”. The 1974 Patent was the first MRI patent issued by the United States
Patent Office. The development of our MRI scanners has been 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 possess 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. As of June 30, 2021, 220 patents had been issued to Fonar, and
approximately 11 patents were pending. A number of Fonar’s existing patents specifically relate to protecting Fonar’s position
in the Upright 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 terms of the patents in Fonar’s portfolio extend to various times.
We also have patent cross-licensing agreements
with other MRI manufacturers. We have not licensed, however, any technology relating to Upright® MRI scanning.
PRODUCT COMPETITION
MRI SCANNERS
MRI takes advantage of the nuclear magnetic
resonance signal elicited from the body’s tissues and the exceptional sensitivity of this signal for detecting disease discovered
by Fonar. Much of the serious disease of the body occurs in the soft tissue of vital organs. 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%).
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 normal soft
tissue vital organs, differ so dramatically from each other (e.g. small intestine 257 milliseconds, brain 595 milliseconds). Liver
cancer and healthy liver signals differ by 180% for example.
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 (1.5 - 3.0 Tesla) air core
superconducting magnet technology.
FONAR CORPORATION AND SUBSIDIARIES
Open MRIs manufactured by Fonar’s competitors,
are recumbent-only machines based on Fonar’s original iron-frame vertical magnetic field magnet design. These systems have been
manufactured and sold by many of our largest competitors over the years. They generally operate at low field strengths (0.2 - 0.35
Tesla). Their prevalence in the marketplace has led to the perception in the medical community that Open MRIs are useful only for
anxious and claustrophobic patients, that the Open MRI’s image quality is poor, and that the scan times are long. Recently our
competitors have introduced higher field strength Open MRI products (0.5 – 1.2 Tesla). Significantly better imaging performance
(especially at 1.2 T) compared to the low field strength systems, is beginning to change that perception. However, Fonar continues
to maintain its competitive advantage at 0.6 Tesla due to our front-open non-claustrophobic configuration in which there is nothing
in front of the patient’s face, and our unique ability to scan patients in weight-bearing positions. It is also noteworthy that
our horizontal transaxial magnetic field allows the Upright MRI, in contrast to the recumbent-only Open MRIs, to use the same flat
planar-style radiofrequency receiver coil as the high-field MRI systems to image the lumbar and thoracic spine.
The Upright MRI uses the same configuration
RF receiver coil as a high-field MRI system to image the spine other Open MRIs cannot do this. (This is because of the rule in
MRI that the axis of symmetry of the RF receiver coil should be perpendicular to the direction of the main magnetic field). The
upright patient sits comfortably with his back against a flat (“planar”) RF receiver coil in our horizontal transaxial
magnetic field. In contrast, the vertical magnetic field in the recumbent-only Open MRI precludes the use of this type of receiver
coil.
Relative to the high-field systems, the
Upright MRI has two major competitive advantages:
Sometimes patient positioning is more
consequential than a small increase in the image resolution and decrease in the scan time. As it is critical for physicians to
not “miss” anything in the images, they recognize that the position-dependent pathology visualized with the Upright MRI
will be invisible (“missed”) if their patients are scanned at a higher field strength.
Image artifacts arising from metal implants
such as surgical screws are diminished with the 0.6 Tesla Upright MRI compared to those from the high-field MRIs. It is well known
that such artifacts get smaller as the MRI magnet’s field strength is reduced, so the anatomy adjacent to implanted hardware will
be less obscured with the Upright MRI. This is particularly valuable for surgeons referring their postoperative patients for diagnostic
imaging studies.
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 superconducting
MRI scanners and iron frame products. Fonar’s original iron frame design, ultimately imitated by Fonar’s competitors to duplicate
Fonar’s origination of “Open” MRI magnets, gave rise to current patent protected Upright® MRI technology with the
result that Fonar today is the unique and only supplier of the highest field MRI magnets (0.6 Tesla) that are not superconducting,
do not use liquid helium and are not therefore susceptible to severe consequences and downtime cause by a system quench.
FONAR CORPORATION AND SUBSIDIARIES
The iron frame, because it controls the
magnetic lines of force and places them where wanted and removes them from where not wanted, provides a 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.
Fonar expects to be the leader in weight-bearing
and positional MRI for providing dynamic visualization of body parts including the spine and extremities.
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 display 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. |
4. |
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. |
FONAR CORPORATION AND SUBSIDIARIES
5. |
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 utility of the images produced by its MRI scanners is generally superior to the
utility 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 II devices are subject to “General Controls”;
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.
FONAR CORPORATION AND SUBSIDIARIES
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.
On October 3, 2000 Fonar received FDA
clearance for the Upright® MRI under the name “Indomitable”.
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.
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.
FONAR CORPORATION AND SUBSIDIARIES
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:
FONAR CORPORATION AND SUBSIDIARIES
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 six voluntary recalls.
Five 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.
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.
FONAR CORPORATION AND SUBSIDIARIES
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.
FONAR CORPORATION AND SUBSIDIARIES
Foreign governments have differing requirements
concerning the import of medical devices into their respective jurisdictions. The European Union, also referred to as EU, 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-13485, assessment by the Notified Body. We were approved for ISO
13485 certification for its Quality Management System in April, 2003.
We received clearance to sell the Upright®
MRI scanners in the EU in May, 2002.
Other countries 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, beyond FDA clearance.
To date, Fonar has been able to comply
with all foreign regulatory requirements applicable to its export sales.
PHYSICIAN AND DIAGNOSTIC SERVICES MANAGEMENT
BUSINESS
Health Diagnostics Management, LLC (HDM)
is owned by Health Management Corporation of America (70%) and investors (30%). Health Management Corporation of America is owned
100% by Fonar Corporation.
HDM operates under the assumed name “Health
Management Company of America” (“HMCA”).
The combined business (HDM and Health
Management Corporation of America) will be referred to as “HMCA” for all periods before and after July 1, 2015, unless
otherwise indicated.
HMCA provides comprehensive non-medical
management services to diagnostic imaging facilities. These services include administrative services, billing and collection services,
credentialing services, contract negotiations, compliance consulting, purchasing IT services, hiring, conducting interviews, training,
supervision and management of non-medical personnel, storage of medical records, office space, equipment, repair maintenance services,
accounting, assistance with compliance matters and the development and implementation of practice growth and marketing strategies.
FONAR CORPORATION AND SUBSIDIARIES
As of June 30, 2021, HMCA managed a total
of 39 MRI scanners of which twenty-five (25) scanners are located in New York and 14 scanners are located in Florida. For the 2021
fiscal year, the revenues HMCA recognized from the MRI facilities has increased to $80.9 million from $77.2 million in fiscal 2020.
Five of the facilities in Florida are owned by HMCA subsidiaries, where the corporate practice of medicine is permitted.
We believe the utilization of FONAR Upright®
MRI scanning systems, which are produced under the protection of our patents, accounts for the historically robust patient volume
at the scanning facilities and, most recently, our steady recovery from the effects of the COVID-19 pandemic. During fiscal 2021,
second MRI scanners were installed at our facilities in Islandia, New York and White Plains, New York and a new facility was installed
in Pembroke Pines, Florida. The Company also acquired an existing facility in West Yonkers, NY in March 2021.
HMCA GROWTH STRATEGY
HMCA’s growth strategy focuses on upgrading
and expanding the existing facilities it manages and expanding the number of facilities it either owns or manages for its clients,
including new sites. In connection with improving the performance of the facilities, we have added high field MRI scanners, extremity
scanners and x-ray machines to the Upright® MRI scanners at certain of the sites where such additional diagnostic imaging modalities
are expected to produce the greatest return. In addition we plan to install three new facilities in fiscal 2022: one in New York
and two in Florida.
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, not by HMCA, but by the
physician owner, or in the case of the four Florida sites owned by HMCA subsidiaries, by the medical director. All medical services
are performed by physicians and other medical personnel under the physician-owner’s supervision. HMCA is the management company
and performs services of a non-medical 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.
FONAR CORPORATION AND SUBSIDIARIES
3. Administrative. HMCA assists in the
scheduling of patient appointments, purchasing of office and medical supplies and equipment and handling of reporting, accounting,
processing and filing systems. It prepares and files the physician portions of complex applications to enable its clients to participate
in managed care programs and to qualify for insurance reimbursement. HMCA assists 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. HMCA is presently using a third party to perform its billing and collection services for its clients’ No-Fault and Workers’
Compensation scanning business.
5. Cost Saving Programs. Based on available
volume discounts, HMCA seeks to assist in obtaining favorable pricing for office and medical supplies, medical imaging film, equipment,
contrast agents, such as gadolinuim, and magnavist and other inventory for its clients.
6. Diagnostic Imaging and Ancillary Services.
HMCA can offer access to diagnostic imaging equipment through diagnostic imaging facilities it manages. The Company is expanding
the ancillary services offered in its network to include x-rays, and other MRI equipment such as high-field (1.5 or 3.0 Tesla magnet
strength) MRI scanners and extremity MRI scanners.
7. Marketing Strategies. HMCA is responsible
for developing and proposing 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’s objective is to free physicians
from as many non-medical duties as is practicable, allowing physicians to spend less time on business and administrative matters
and more time practicing medicine.
The exceptions to this general model
of operation are five of the facilities located in Florida. These Florida facilities are owned by limited liability companies which,
as our subsidiaries, conduct their operations directly and bill and collect their fees from the patients and third party payors.
The facilities enter into contracts with
third party payors, including managed care companies. None of HMCA’s clients, however, 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.
The management fees payable by the facilities
to HMCA are flat monthly fees. In fiscal 2020, the aggregate amount of management fees was $4,530,422 per month. In fiscal 2021,
the aggregate amount of management fees was $4,897,720 per month.
FONAR CORPORATION AND SUBSIDIARIES
Fees under the management agreements
are subject to adjustment by mutual agreement on an annual basis.
Dr. Damadian owns three HMCA-managed
MRI facilities in Florida. The fees for these three sites in Florida owned by Dr. Damadian are flat monthly fees which are subject
to adjustment by mutual agreement on an annual basis. In fiscal 2021, the aggregate monthly amount of management fees payable to
HMCA by these sites was $931,561 as compared to $897,745 in fiscal 2020.
The Florida facilities owned by HMCA
subsidiaries directly bill their patients or the patients’ insurance carriers. Patient fees net of provision for bad debts were
$23,307,389 in fiscal 2021 as compared to $22,495,260 in fiscal 2020.
HMCA contracts with an outside billing
company (located in Melville, New York) to perform billing and collection for their clients’ No-Fault and Workers’ Compensation
business. The fixed monthly fees were $85,000 for HMCA in fiscal 2020 and part of fiscal 2021. This contract was terminated as
of January 1, 2021. The Company also entered into a one year renewable agreement to provide IT services to the billing company
for a monthly fee of $23,884.
HMCA MARKETING
HMCA’s marketing strategy is to expand
the business and improve the facilities which it manages. HMCA is seeking to increase the number of locations of those facilities
where market conditions are promising and to promote growth of our clients’ and Florida subsidiaries’ patient volume and revenue.
DIAGNOSTIC IMAGING FACILITIES
Diagnostic imaging facilities managed
by HMCA provide diagnostic imaging services to patients referred by physicians. 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 reports of these tests and their findings. The vast majority of
reports for the New York facilities are transcribed by HMCA personnel and the remainder are outsourced to professional transcription
services. Reports for the Florida facilities are outsourced to professional transcription services.
HMCA develops marketing programs and
educational programs in an effort to establish and maintain referring physician relationships for our clients and Florida subsidiaries.
Managed care providers are an important
factor in the diagnostic imaging industry. To further its position, HMCA is seeking to expand the imaging modalities offered at
its managed and owned diagnostic imaging facilities. Three facilities in New York and six facilities in Florida have two or more
MRI scanners. One facility in New York and two in Florida also perform X-rays. During fiscal 2020, a second MRI was installed at
our Ormond Beach, Florida facility and a new HMCA facility became operational in Pembroke Pines, Florida.
FONAR CORPORATION AND SUBSIDIARIES
REIMBURSEMENT
HMCA’s clients receive reimbursements
for their services through Medicare, Medicaid, managed care, private commercial insurance, third party administrators, Workers’
Compensation, No-Fault and other insurance.
Medicare
The Medicare program provides reimbursement
for hospitalization, physician, diagnostic and certain other services to eligible persons 65 years of age and over and certain
other individuals. Providers are paid by the federal government in accordance with regulations promulgated by the Department of
Health and Human Services, HSS, and generally accept the payment with nominal deductible and co-insurance amounts required to be
paid by the service recipient, as payment in full. Hospital inpatient services are reimbursed under a prospective payment system.
Hospitals receive a specific prospective payment for inpatient treatment services based upon the diagnosis of the patient.
Under Medicare’s prospective payment
system for hospital outpatient services, or OPPS, a hospital is paid for outpatient services on a rate per service basis that varies
according to the ambulatory payment classification group, or APC, to which the service is assigned rather than on a hospital’s
costs. Each year the Centers for Medicare and Medicaid Services, or CMS, publishes new APC rates that are determined in accordance
with the promulgated methodology.
Services provided in non-hospital based
freestanding facilities are paid under the Medicare Physician Fee Schedule, or MPFS. All of HMCA’s clients are presently in this
category. The MPFS is updated on an annual basis and sometimes modified more frequently.
We have experienced reimbursement reductions
for radiology services provided to Medicare beneficiaries, including reductions pursuant to the Deficit Reduction Act, or DRA.
CMS’ 2010 regulatory changes to the MPFS
included a downward adjustment to services primarily involving the technical component rather than the physician work component,
by adjusting downward malpractice payments for these services. These adjustments have been phased in over a four year period. For
our fiscal year ended June 30, 2021, Medicare revenues represented approximately 3.4% of the revenues for HMCA’s clients and subsidiaries
as compared to 3.8% for the fiscal year ended June 30, 2020.
FONAR CORPORATION AND SUBSIDIARIES
Medicaid
The Medicaid program is a jointly-funded
federal and state program providing coverage for low-income persons. In addition to federally-mandated basic services, the services
offered and reimbursement methods vary from state to state. In many states, Medicaid reimbursement is patterned after the Medicare
program; however, an increasing number of states have established or are establishing payment methodologies intended to provide
healthcare services to Medicaid patients through managed care arrangements. In fiscal 2021, approximately 0.09% of the revenues
of HMCA’s clients were attributable to Medicaid, as compared to 0.07% in fiscal 2020. Four of the Florida facilities (those owned
by HMCA subsidiaries) do not participate in Medicaid.
Managed Care and Private Insurance.
Health Maintenance Organizations, or
HMO’s, Preferred Provider Organizations, or PPOs, and other managed care organizations attempt to control the cost of healthcare
services by a variety of measures, including imposing lower payment rates, preauthorization requirements, limiting services and
mandating less costly treatment alternatives. Managed care contracting is competitive and reimbursement schedules in many cases
can be at or below Medicare reimbursement levels. Some managed care organizations have reduced or otherwise limited, and other
managed care organizations may reduce or otherwise limit, reimbursement in response to reductions in government reimbursement.
These reductions could have an adverse impact on our financial condition and results of operations. These reductions have been,
and any future reductions may be, similar to the reimbursement reductions previously proposed.
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,
as well as emphasizing to potential referral sources the advantages of Upright® MRI scanning. 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 with the Fonar Upright® MRI scanners and strategically placed high field MRI scanners at its facilities.
FONAR CORPORATION AND SUBSIDIARIES
GOVERNMENT REGULATION APPLICABLE TO HMCA
FEDERAL REGULATION
The healthcare industry is highly regulated
and changes in laws and regulations can be significant. Changes in the law or new interpretation of existing laws can have a material
effect on our permissible activities, the relative costs associated with doing business and the amount of reimbursement by government
and other third-party payors.
Federal False Claims Act
The federal False Claims Act and, in
particular, the False Claims Act’s “qui tam” or “whistleblower” provisions allow a private individual to bring
actions in the name of the government alleging that a defendant has made false claims for payment from federal funds. After the
individual has initiated the lawsuit the government must decide whether to intervene in the lawsuit and to become the primary prosecutor.
If the government declines to join the lawsuit, the individual may choose to pursue the case alone, although the government must
be kept apprised of the progress of the lawsuit, and may intervene later. Whether or not the federal government intervenes in the
case, it will receive the majority of any recovery.
When an entity is determined to have
violated the federal False Claims Act, it must pay three times the actual damages sustained by the government, plus mandatory civil
penalties for each separate false claim and the government’s attorneys’ fees. Liability arises when an entity knowingly submits,
or causes someone else to submit, a false claim for reimbursement to the federal government. The False Claims Act defines the term
“knowingly” broadly, though simple negligence will not give rise to liability under the False Claims Act. Examples of
the other actions which may lead to liability under the False Claims Act are set forth below:
Failure to comply with the many technical
billing requirements applicable to our Medicare and Medicaid business.
Failure to comply with the
prohibition against billing for services ordered or supervised by a physician who is excluded from any federal healthcare program,
or the prohibition against employing or contracting with any person or entity excluded from any federal healthcare program.
Failure to comply with the
Medicare physician supervision requirements for the services we provide, or the Medicare documentation requirements concerning
physician supervision.
FONAR CORPORATION AND SUBSIDIARIES
The Fraud Enforcement and Recovery Act
of 2009 expanded the scope of the False Claims Act by, among other things, broadening protections for whistleblowers and creating
liability for knowingly retaining a government overpayment, acting in deliberate ignorance of a government overpayment or acting
in reckless disregard of a government overpayment. The healthcare reform bills in the form of the Patient Protection and Affordable
Care Act, as amended by the Health Care and Education Reconciliation Act of 2010 (collectively, “PPACA”) expanded on
changes made by the 2009 Fraud Enforcement and Recovery Act with regard to such “reverse false claims.” Under PPACA,
the knowing failure to report and return an overpayment within 60 days of identifying the overpayment or by the date a corresponding
cost report is due, whichever is later, constitutes a violation of the False Claims Act. HMCA and its clients have never been sued
under the False Claims Act and believe they are in compliance with the law.
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. The federal government has taken the position that a violation of the
federal Stark Law is also a violation of the Federal False Claims Act. 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
We are subject to federal and state laws
which govern financial and other arrangements between healthcare providers. These include the federal anti-kickback statute which,
among other things, prohibits the knowing and willful solicitation, offer, payment or receipt of any remuneration, direct or indirect,
in cash or in kind, in return for or to induce the referral of patients for items or services covered by Medicare, Medicaid and
certain other governmental health programs. Under PPACA, knowledge of the anti-kickback statute or the specific intent to violate
the law is not required. Violation of the anti-kickback statute may result in civil or criminal penalties and exclusion from the
Medicare, Medicaid and other federal healthcare programs, and according to PPACA, now provides a basis for liability under the
False Claims Act. In addition, it is possible that private parties may file “qui tam” actions based on claims resulting
from relationships that violate the anti-kickback statute, seeking significant financial rewards. Many states have enacted similar
statutes, which are not limited to items and services paid for under Medicare or a federally funded healthcare program. Neither
HMCA nor its clients engage in this practice.
FONAR CORPORATION AND SUBSIDIARIES
In fiscal 2021, approximately 3.4% of
the revenues of HMCA’s clients were attributable to Medicare and 0.09% were attributable to Medicaid. In fiscal 2020, approximately
3.8% of the revenues of HMCA’s clients were attributable to Medicare and 0.07% were attributable to Medicaid.
Deficit Reduction Act (DRA)
On February 8, 2006, the President signed
into law the DRA. Effective January 1, 2007, the DRA provides that Medicare reimbursement for the technical component for imaging
services (excluding diagnostic and screening mammography) performed in freestanding facilities will be capped. Payment is the lesser
of the Medicare Physician Fee Schedule or the Hospital Outpatient Prospective Payment System (OPPS) rates. Implementation of these
reimbursement reductions contained in the DRA has had an adverse effect on our business. We have been able to counter this effect
by increasing our clients’ scan volumes through our vigorous marketing efforts and reducing our operating expenses.
The DRA also codified the reduction in
reimbursement for multiple images on contiguous body parts previously announced by CMS, the agency responsible for administering
the Medicare program. In November 2005, CMS announced that it would pay 100% of the technical component of the higher priced imaging
procedure and 50% of the technical component of each additional imaging procedure for imaging procedures involving contiguous body
parts within a family of codes when performed in the same session. CMS had indicated that it would phase in this 50% rate reduction
over two years, so that the reduction was 25% for each additional imaging procedure in 2006 and another 25% reduction in 2007.
However, for services furnished on or after July 1, 2010, the PPACA requires the full 50% reduction to be implemented.
Health Insurance Portability and Accountability
Act
Congress enacted the Health Insurance
Portability and Accountability Act of 1996, or HIPAA, in part, to combat healthcare fraud and to protect the privacy and security
of patients’ individually identifiable healthcare information. HIPAA, among other things, amends existing crimes and criminal penalties
for Medicare fraud and enacts new federal healthcare fraud crimes, including actions affecting non-governmental healthcare benefit
programs by means of false or fraudulent representations in connection with the delivery of healthcare services is subject to a
fine or imprisonment, or potentially both. In addition, HIPAA authorizes the imposition of civil money penalties against entities
that employ or enter into contracts with excluded Medicare or Medicaid program participants if such entities provide services to
federal health program beneficiaries. A finding of liability under HIPAA could have a material adverse effect on our business,
financial condition and results of operations.
FONAR CORPORATION AND SUBSIDIARIES
Further, HIPAA requires healthcare providers
and their business associates to maintain the privacy and security of individually identifiable protected health information (“PHI”).
HIPAA imposes federal standards for electronic transactions, for the security of electronic health information and for protecting
the privacy of PHI. The Health Information Technology for Economic and Clinical Health Act of 2009 (“HITECH”), signed
into law on February 17, 2009, dramatically expanded, among other things, (1) the scope of HIPAA to now apply directly to “business
associates,” or independent contractors who receive or obtain PHI in connection with providing a service to a covered entity,
(2) substantive security and privacy obligations, including new federal security breach notification requirements to affected individuals,
DHHS and prominent media outlets, of certain breaches of unsecured PHI, (3) restrictions on marketing communications and a prohibition
on covered entities or business associates from receiving remuneration in exchange for PHI, and (4) the civil and criminal penalties
that may be imposed for HIPAA violations, increasing the annual cap in penalties from $25,000 to $1.5 million per occurrence. In
2013 additional legal requirements were adopted to provide further protection for PHI.
In addition, many states have enacted
comparable privacy and security statues or regulations that, in some cases, are most stringent than HIPAA requirements. In those
cases it may be necessary to modify our operations and procedures to comply with the more stringent state laws, which may entail
significant and costly changes for us. We believe that we are in compliance with such state laws and regulations. However, if we
fail to comply with applicable state laws and regulations, we could be subject to sanctions.
We believe that we are in compliance
with the current HIPAA requirements, as amended by HITECH, together with other legislation and regulations, and comparable state
laws, but we anticipate that we may encounter certain costs associated with future compliance. Moreover, we cannot guarantee that
enforcement agencies or courts will not make interpretations of the HIPAA standards that are inconsistent with ours, or the interpretations
of our contracted radiology practices or their affiliated physicians. A finding of liability under the HIPAA standards may result
in significant criminal and civil penalties. Noncompliance also may result in exclusion from participation in government programs,
including Medicare and Medicaid. These actions could have a material adverse effect on our business, financial condition, and results
of operations.
Civil Money Penalty Law and Other Federal
Statutes
The Civil Money Penalty, or CMP, law
covers a variety of practices. It provides a means of administrative enforcement of the anti-kickback statute, and prohibits false
claims, claims for medically unnecessary services, violations of Medicare participating provider or assignment agreements and other
practices. The statute gives the Office of Inspector General of the HHS the power to seek substantial civil fines, exclusion and
other sanctions against providers or others who violate the CMP prohibitions.
In addition, in 1996, Congress created
a new federal crime: healthcare fraud and false statements relating to healthcare matters. The healthcare fraud statute prohibits
knowingly and willfully executing a scheme to defraud any healthcare benefit program, including private payors. A violation of
this statute is a felony and may result in fines, imprisonment or exclusion from government sponsored programs such as the Medicare
and Medicaid programs.
FONAR CORPORATION AND SUBSIDIARIES
Certificates of Need
Some states require hospitals and certain
other healthcare facilities and providers to obtain a certificate of need, or CON, or similar regulatory approval prior to establishing
certain healthcare operations or services, incurring certain capital projects and/or the acquisition of major medical equipment
including MRI and PET/CT systems. We are not operating in any such states.
Patient Protection and Affordable Care
Act
On March 23, 2010, President Obama signed
into law healthcare reform legislation in the form of PPACA. The implementation of this law has had a significant impact on the
healthcare industry. Most of the provisions of PPACA are being phased in over time and can be conceptualized as a broad framework
not only to provide health insurance coverage to millions of Americans, but to fundamentally change the delivery of care by bringing
together elements of health information technology, evidence-based medicine, chronic disease management, medical “homes,”
care collaboration and shared financial risk in a way that will accelerate industry adoption and change. We are unable to predict
the full impact of PPACA at this time primarily due to the previous administration’s efforts to repeal and replace the PPACA, or
to utilize executive action to modify the Act’s provisions where possible.
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, including New York, also prohibit the sharing of professional fees or fee splitting.
Consequently, in New York HMCA leases space and equipment to clients and provides clients with a range of non-medical administrative
and managerial services for agreed upon fees. Under Florida law a business entity can bill patients and third party payors directly
if that entity is properly licensed through AHCA. All of the eight facilities in Florida are licensed healthcare clinics through
AHCA.
HMCA’s clients and subsidiaries generate
revenue from patients covered by no-fault insurance and workers’ compensation programs. For the fiscal year ended June 30, 2021
approximately 55.5% of our clients’ receipts were from patients covered by no-fault insurance and approximately 9.4% of our client’s
receipts were from patients covered by workers’ compensation programs. For the fiscal year ended June 30, 2020, approximately 56.7.%
of HMCA’s clients’ receipts were from patients covered by no-fault insurance and approximately 9.11% of HMCA’s clients’ receipts
were from patients covered by workers’ compensation programs. The foregoing numbers do not include payments from third party administrators.
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.
FONAR CORPORATION AND SUBSIDIARIES
Compliance Program
We maintain a program to monitor compliance
with federal and state laws and regulations applicable to the healthcare entities. The compliance program includes the adoption
of (i) Standards of Conduct for our employees and affiliates and (ii) a process that specifies how employees, affiliates and others
may report regulatory or ethical concerns. We believe that our compliance program meets the relevant standards provided by the
Office of Inspector General of the Department of Health and Human Services.
An important part of our compliance program
consists of conducting periodic audits of various aspects of our operations and that of the contracted radiology practices. We
also assist our clients with educational programs designed to familiarize them with the regulatory requirements and specific elements
of our compliance program.
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 adverse material
effect on its business.
EMPLOYEES
Fonar and HMCA had approximately 495
employees as of September 24, 2021. This total number included employees engaged in production, customer support, research and
development, information technology, employees engaged in marketing and sales, billing and collection, legal and compliance matters,
as well as transcriptionists, Florida technologists, field service technicians and individuals in various administrative positions.
A significant number of employees were employed at the MRI facilities managed or owned by HMCA, primarily in administrative positions.
ITEM 1A. RISK FACTORS
An investment in our securities is subject
to various risks, the most significant of which are summarized below.
1. |
Reduced Reimbursement Rates. Most of our revenues are derived from our scanning center business conducted by HMCA. We are experiencing lower reimbursement rates from Medicare, other government programs and private insurance companies. To date, we have been able to counter the impact of these reductions by increasing our volume of scans notwithstanding the Covid-19 pandemic, and reducing our operating expenses, thereby maintaining profitability in this business segment. There is, however, no assurance that we will be able to continue to do so. |
FONAR CORPORATION AND SUBSIDIARIES
2. |
Demand
for MRI Scanners. The reduced reimbursement rates also affects our sales of MRI scanners negatively. With lower revenue projections,
prospective customers would demand lower prices for scanners. Although the reduced reimbursements may not affect foreign demand,
a lower number of sales in the aggregate could reduce economies of scale and consequently, profit margins. |
3. |
Manufacturing Competition. Many if not most of our competing scanner manufacturers have significantly greater financial resources, production capacity, and other resources than we do. Such competitors would include General Electric, Siemens, Hitachi and Phillips. Although Fonar is the only company which can manufacture and sell the unique Stand-Up® (Upright®) MRI scanner, potential customers must be convinced that the purchase of a Fonar scanner is their best choice. We believe that with time, that objective will be reached, particularly with customers scanning patients having neck, back, knee and various orthopedic issues who would benefit from being scanned in weight-bearing positions. |
4. |
Dependence on Referrals. HMCA derives substantially all of its revenue, directly or indirectly, from fees charged for the diagnostic imaging services performed at the facilities. We depend on referrals of patients from unaffiliated physicians and other third parties to the facilities we manage or own for the services we perform. If these physicians and other third parties were to reduce the number of patients they refer or discontinue referring patients, scan volumes could decrease, which would reduce our net revenue and operating margins. |
5. |
Pressure to Control Healthcare Costs. One of the principal objectives of health maintenance organizations and preferred provider organizations is to control the cost of healthcare services. Healthcare providers participating in managed care plans may be required to refer diagnostic imaging tests to certain providers depending on the plan in which a covered patient is enrolled. In addition, managed care contracting has become very competitive. The expansion of health maintenance organizations, preferred provider organizations and other managed care organizations within New York or Florida could have a negative impact on the utilization and pricing of services performed at the facilities HMCA manages or owns to the extent these organizations exert control over patients’ access to diagnostic imaging services, selections of the provider of such services and reimbursement rates for those services. |
6. |
Scanning Facility Competition. The market for diagnostic imaging services is highly competitive. The facilities we manage or own compete for patients on the basis of reputation, location and the quality of diagnostic imaging services. Groups of radiologists, established hospitals, clinics and other independent organizations that own and operate imaging equipment are the principal competitors. |
FONAR
CORPORATION AND SUBSIDIARIES
7. |
Eligibility
Changes to Insurance Programs. Due to potential decreased availability of healthcare through private employers, the number of
patients who are uninsured or participate in governmental programs may increase. Healthcare reform legislation will increase the
participation of individuals in the Medicaid program in states that elect to participate in the expanded Medicaid coverage. A
shift in payor mix from managed care and other private payors to government payors or an increase in the number of uninsured patients
may result in a reduction in the rates of reimbursement or an increase in uncollectible receivables or uncompensated care, with
a corresponding decrease in net revenue. Policies now being offered under various insurance plans are expected to reduce demand
for MRI scans as they become less affordable. Changes in the eligibility requirements for governmental programs such as the Medicaid
program and state decisions on whether to participate in the expansion of such programs also could increase the number of patients
who participate in such programs and the number of uninsured patients. Even for those patients who remain in private insurance
plans, changes to those plans could increase patient financial responsibility, resulting in a greater risk of uncollectible receivables.
These factors and events could have a material adverse effect on our business, financial condition, and results of operations. |
|
|
8. |
Possible
changes in Florida Insurance Law. In early 2019, two senate bills and one house bill in Florida were introduced, all of them calling
for the repeal of PIP and replacing PIP with $25,000 Bodily Injury Coverage and Property Damage Liability Coverage. Another Florida
senate bill was introduced that would preserve PIP but dramatically cut reimbursement rates. None of the proposed bills made it
onto the 2019 legislative agenda. During Fonar’s fiscal 2021, the Florida house and senate reached an agreement and passed similar
legislation. It was, however, vetoed by the Governor. We cannot predict whether such efforts by the Florida legislature will continue
or be successful. Currently, drivers and passengers get car damages and PIP, paid for up to $10,000, no matter who is at fault
in an accident. Drivers have to pay an additional cost to insurance companies to pay for bodily injuries which covers them if
they are at fault. While PIP is required, coverage for bodily injury is not. |
|
|
|
Over
the past several years there have been various bills introduced by a number of Florida legislators to eliminate PIP and instead
mandate coverage including some combination of a minimum of bodily injury and a reduced or no amount of medical payments (Medpay
coverage). Eliminating PIP would mean that the $10,000 drivers now get paid toward medical costs through their insurers might
not be there for them to pay for injured drivers. Importantly, payments would be reduced by approximately 60% due to claims being
paid at commercial rates or through legal settlements instead of at the presently prevailing PIP fee schedule. This would negatively
impact our seven diagnostic imaging facilities (both those we own and those we manage) with more unpaid bills, lower reimbursement
rates and elongated waiting times. To date proponents of these changes have been unsuccessful.
|
FONAR CORPORATION AND SUBSIDIARIES
9. |
Federal and state privacy and information security laws. We must comply with numerous federal and state laws and regulations governing the collection, dissemination, access, use, security and privacy of PHI, including HIPAA and its implementing privacy and security regulations, as amended by the federal HITECH Act. If we fail to comply with applicable privacy and security laws, regulations and standards, properly maintain the integrity of our data, protect our proprietary rights to our systems, or defend against cybersecurity attacks, our business, reputation, results of operations, financial position and cash flows could be materially and adversely affected. |
Information security risks
have significantly increased because of the proliferation of new technologies, the use of the internet and telecommunications technologies
to conduct our operations, and the increased sophistication and activities of organized crime, hackers, terrorists and other external
parties, including foreign state agents. Our operations rely on the secure processing, transmission and storage of confidential,
proprietary and other information in our computer systems and networks.
10. |
COVID-19. Although we believe we have taken the proper steps and made a good recovery from the impact of the first wave of the COVID-19 virus, new strains of the disease have developed and future variants may continue to develop. The course and severity of the virus in the following months, and the ultimate economic and medical impact it will have worldwide and at home, have so far eluded more than minimal predictability. |
11. |
Other changes in Domestic and Worldwide Economic Conditions. We are subject to risk arising from adverse changes in general domestic and global economic conditions, including recession or economic slowdown and disruption of credit markets. Turbulence and uncertainty in the United States and international markets and economies may adversely affect our liquidity, financial condition, revenues, profitability and business operations generally. |
ITEM 1B. UNRESOLVED STAFF COMMENTS
None.
ITEM 2. PROPERTIES
Fonar and HMCA currently lease approximately
78,000 square feet of office and plant space at its principal offices in Melville, New York. The term of the lease runs through
November, 2026. Management believes that the premises will be adequate for its current needs. HMCA also maintains office space
for the Facilities owned by its subsidiaries in Florida and for its clients at the clients’ sites in New York and Florida under
leases having various terms. HMCA owns the building for the client’s premises in Tallahassee, Florida. The Company received approval
from the Suffolk County IDA on February 29, 2016 of a 50% property tax abatement, valued at $440,000, over a 10 year period commencing
January, 2017.
ITEM 3. LEGAL PROCEEDINGS.
There are
no material legal proceedings threatened or pending against the Company.
FONAR CORPORATION AND SUBSIDIARIES
ITEM 4. MINE SAFETY DISCLOSURES.
Not
Applicable
PART II
ITEM 5. MARKET FOR REGISTRANT’S COMMON
EQUITY AND RELATED STOCKHOLDER MATTERS
Our Common Stock is traded in the Nasdaq
SmallCap market under the National Association of Securities Dealers Automated Quotation System, also referred to as “NASDAQ”,
under the symbol FONR. The following table sets forth the high and low trades reported in NASDAQ System for the periods shown.
Fiscal Quarter | |
High | |
Low |
January - March | |
| 2017 | | |
$ | 20.85 | | |
$ | 17.30 | |
April - June | |
| 2017 | | |
$ | 29.40 | | |
$ | 17.20 | |
July - September | |
| 2017 | | |
$ | 31.90 | | |
$ | 25.31 | |
October - December | |
| 2017 | | |
$ | 33.75 | | |
$ | 21.10 | |
January - March | |
| 2018 | | |
$ | 29.95 | | |
$ | 22.15 | |
April - June | |
| 2018 | | |
$ | 30.10 | | |
$ | 25.31 | |
July - September | |
| 2018 | | |
$ | 28.80 | | |
$ | 23.70 | |
October - December | |
| 2018 | | |
$ | 25.77 | | |
$ | 19.63 | |
January - March | |
| 2019 | | |
$ | 23.85 | | |
$ | 20.01 | |
March - June | |
| 2019 | | |
$ | 23.00 | | |
$ | 18.85 | |
July - September | |
| 2019 | | |
$ | 25.25 | | |
$ | 20.44 | |
October - December | |
| 2019 | | |
$ | 20.94 | | |
$ | 19.07 | |
January - March | |
| 2020 | | |
$ | 20.24 | | |
$ | 11.00 | |
April - June | |
| 2020 | | |
$ | 25.99 | | |
$ | 13.85 | |
July - September | |
| 2020 | | |
$ | 26.49 | | |
$ | 20.31 | |
October- December | |
| 2020 | | |
$ | 22.49 | | |
$ | 16.74 | |
January- March | |
| 2021 | | |
$ | 20.40 | | |
$ | 17.31 | |
April- June | |
| 2021 | | |
$ | 19.18 | | |
$ | 16.58 | |
July- September 24 | |
| 2021 | | |
$ | 18.04 | | |
$ | 16.51 | |
Performance Graph
The following graph compares the annual
change in the Company’s cumulative total shareholder return on its Common Stock during a period commencing on June 30, 2017 and
ending on June 30, 2021 (as measured by dividing (i) the sum of (A) the cumulative amount of dividends for the measurement period,
assuming dividend reinvestment and (B) the difference between the Company’s share price at the end and the beginning of the measurement
period; by (ii) the share price at the beginning of the measurement period) with the cumulative total return of each of: (a) the
CRSP Composite Total Return Index for Nasdaq (“Nasdaq”); and (b) the CRSP Total Return Index for Nasdaq Healthcare companies
(“Nas-Hea.”) during such period, assuming a $100 investment on June 30, 2017. The stock price performance on the graph
below is not necessarily indicative of future price performance.
FONAR CORPORATION AND SUBSIDIARIES
Relative Dollar Values
| |
June 30, 2017 | |
June 29, 2018 | |
June 28, 2019 | |
June 30, 2020 | |
June 30, 2021 |
Fonar Common Stock | |
$ | 100.00 | | |
$ | 95.68 | | |
$ | 77.52 | | |
$ | 77.02 | | |
$ | 61.63 | |
NASDAQ | |
$ | 100.00 | | |
$ | 122.31 | | |
| 130.39 | | |
$ | 168.82 | | |
$ | 243.43 | |
NAS-Hea | |
$ | 100.00 | | |
$ | 110.82 | | |
$ | 113.60 | | |
$ | 140.03 | | |
$ | 175.00 | |
FONAR CORPORATION AND SUBSIDIARIES
On September 30, 2021, we had approximately
993 stockholders of record of our Common Stock, 12 stockholders of record of our Class B Common Stock, 3 stockholders of record
of our Class C Common Stock and 1,155 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.
We currently have a policy of retaining
earnings to finance the development and expansion of our business. We expect to continue this policy for the foreseeable future.
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, 2021. 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.
FONAR CORPORATION AND SUBSIDIARIES
STATEMENT OF OPERATIONS | |
2021 | |
2020 | |
2019 | |
2018 | |
2017 |
Revenues | |
$ | 89,929,765 | | |
$ | 85,690,462 | | |
$ | 87,192,887 | | |
$ | 81,515,994 | | |
$ | 78,036,586 | |
Cost of revenues | |
$ | 46,456,127 | | |
$ | 43,296,825 | | |
$ | 43,984,593 | | |
$ | 41,950,770 | | |
$ | 38,052,425 | |
Research and Development Expenses | |
$ | 1,635,979 | | |
$ | 2,025,376 | | |
$ | 1,812,347 | | |
$ | 1,755,747 | | |
$ | 1,480,670 | |
Net Income(Loss) | |
$ | 13,673,811 | | |
$ | 11,704,733 | | |
$ | 20,513,674 | | |
$ | 25,452,185 | | |
$ | 23,678,798 | |
Basic Net Income (Loss)per common share | |
$ | 1.47 | | |
$ | 1.20 | | |
$ | 2.26 | | |
$ | 3.16 | | |
$ | 2.98 | |
Diluted Net Income (Loss) per common share | |
$ | 1.45 | | |
$ | 1.18 | | |
$ | 2.22 | | |
$ | 3.10 | | |
$ | 2.92 | |
Basic Weighted average number of shares outstanding | |
| 6,505,283 | | |
| 6,443,713 | | |
| 6,354,103 | | |
| 6,287,510 | | |
| 6,161,599 | |
Diluted Weighted average number of shares outstanding | |
| 6,632,787 | | |
| 6,571,217 | | |
| 6,481,607 | | |
| 6,415,014 | | |
| 6,289,103 | |
BALANCE SHEET DATA | |
| | | |
| | | |
| | | |
| | | |
| | |
Working capital | |
$ | 88,534,063 | | |
$ | 77,226,104 | | |
$ | 70,998,783 | | |
$ | 52,497,840 | | |
$ | 39,177,703 | |
Total Assets | |
$ | 189,506,195 | | |
$ | 180,259,380 | | |
$ | 133,560,210 | | |
$ | 118,310,945 | | |
$ | 98,762,566 | |
Long-term debt and obligations under capital leases | |
$ | 1,808,685 | | |
$ | 2,116,587 | | |
$ | 273,112 | | |
$ | 306,035 | | |
$ | 336,761 | |
Stockholder’s equity | |
$ | 135,370,125 | | |
$ | 126,242,616 | | |
$ | 118,112,103 | | |
$ | 102,234,471 | | |
$ | 82,909,953 | |
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. HMCA, a subsidiary of Fonar, provides management services to
diagnostic imaging facilities.
Fonar’s principal MRI product is its
Upright® MRI (also called Stand-Up® MRI) scanner. The Upright® MRI allows patients to be scanned for the first time
under weight-bearing conditions. The Stand-Up® MRI is the only MRI capable of producing images in the weight-bearing state.
At 0.6 Tesla field strength, the Upright®
MRI is 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 open MRI scanners in the industry.
FONAR CORPORATION AND SUBSIDIARIES
HMCA 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 HMCA’s clients except for its three Florida subsidiaries which engage in the practice of medicine,
and bill and collect fees from patients, insurers and other third party payors directly.
The most significant adverse impact on
on our Company in fiscal 2020 has been the COVID-19 pandemic. Although it had seemed the worst had passed, events have shown a
spike in new cases due primarily to the new Delta strain in the viruses. This is by no means a problem confined to our Company,
but regardless of our best efforts, our results of operation and financial condition are potentially volatible and severe.
Since March, 2020 the global pandemic
of COVID-19 has caused turbulence and uncertainty in the United States and international economies which have adversely affected
our profitability and business operations. Generally COVID-19 had caused us to require that much of our workforce work from home
and has restricted the ability of our personnel to travel for marketing purposes or to service our customers. The Company experienced
a sudden drop in scan volume for a short term period and while we are not back to pre-COVID-19 levels, the scan volume has risen.
During the fourth quarter of Fiscal 2020, the Company was able to enact certain measures to allow the Company to survive during
the global pandemic and to prevent further losses or additional decreases in scan volume. The Company immediately enacted wide
scale furloughs, deferment of up to 50% of management salaries, halted variable compensation plans. Rent deferrals were negotiated
with nearly all landlords. Reductions of the salaries of non-controlling interest group members, who were actively involved in
the management of the Company, accounted for most of the payroll savings. The Company also received some government stimulus funds
from the Paycheck Protection Program (“PPP) and Medicare advances/stimulus payments. Although we are unable to predict if
there will be additional consequences on our operations from the continuing global pandemic of COVID-19, the Company believes with
the positive cash flows, low debt and cash on hand, it will be able to continue operations going forward. One of the concerns we
have are the increased strictness in enforcement of COVID-19 mandates, such as the requirement that employees in healthcare facilities
be vaccinated or frequently test. We are in fact facing some of these challenges now. So far we have been able to navigate through
these requirements and avoid any significant disruption to our business.
Critical Accounting Policies
Our discussion and analysis of financial
condition and results of operations are based on our consolidated financial statements that were prepared in accordance with U.S.
generally accepted accounting principles, or GAAP. Management makes estimates and assumptions when preparing financial statements.
These estimates and assumptions affect various matters, including:
our reported amounts of assets
and liabilities in our consolidated balance sheets at the dates of the financial statements
FONAR CORPORATION AND SUBSIDIARIES
our disclosure of contingent
assets and liabilities at the dates of the financial statements; and
our reported amounts of net
revenue and expenses in our consolidated statements of operations during the reporting periods
These estimates involve judgments with
respect to numerous factors that are difficult to predict and are beyond management’s control. As a result, actual amounts could
differ materially from these estimates.
The Securities and Exchange Commission
defines critical accounting estimates as those that are both most important to the portrayal of a company’s financial condition
and results of operations and require management’s most difficult, subjective or complex judgment, often as a result of the need
to make estimates about the effect of matters that are inherently uncertain and may change in subsequent periods. In the notes
to our consolidated financial statements, we discuss our significant accounting policies.
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 and major upgrades, 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 continuously, qualitatively and quantitatively
evaluate the realizability (including both positive and negative evidence) of the net deferred tax assets and assess the valuation
allowance periodically. Our evaluation considers the financial condition of the Company and both the business conditions and regulatory
environment of the industry. If future taxable income or other factors are not consistent with our expectations, an adjustment
to our allowance for net deferred tax assets may be required. For net deferred tax assets we consider estimates of future taxable
income, including tax planning strategies, in determining whether our net deferred tax assets are more likely than not to be realized.
Our ability to project future taxable income may be significantly affected by our ability to determine the impact of regulatory
changes which could adversely affect our future profits. As a result, the benefits of our net operating loss carry forwards could
expire before they are utilized.
At June 30, 2020, the net deferred tax
asset was valued at $18,809,757. At June 30, 2021, the net deferred tax asset was valued at $15,958,961.
We depreciate our long-lived assets over
their estimated economic useful lives with the exception of leasehold improvements where we use the shorter of the assets useful
lives or the lease term of the facility for which these assets are associated.
FONAR CORPORATION AND SUBSIDIARIES
The Company provides for medical receivables
that could become uncollectible by establishing an allowance for doubtful accounts in order to adjust medical receivables to estimated
net realizable value. In evaluating the collectability of medical receivables, the Company considers a number of factors, including
the age of the account, historical collection experiences, payor type, current economic conditions and other relevant factors.
There are various factors that impact collection trends, such as payor mix, changes in the economy, increase burden on copayments
to be made by patients with insurance and business practices related to collection efforts. These factors continuously change and
can have an impact on collection trends and the estimation process.
We amortize our intangible assets, including
patents, and capitalized software development costs, over the shorter of the contractual/legal life or the estimated economic life.
Our amortization life for patents and capitalized software development costs is 15 to 17 years and 5 years, respectively. Our amortization
of the non-competition agreements entered into with certain individuals in connection with the HDM transaction are depreciated
over seven years, and customer relationships are amortized over 20 years.
Goodwill is recorded as a result of business
combinations. Management evaluates goodwill, at a minimum, on an annual basis and whenever events and changes in circumstances
suggest that the carrying amount may not be recoverable. Impairment of goodwill is tested by comparing the reporting unit’s carrying
amount, including goodwill, to the fair value of the reporting unit. The fair value of a reporting unit is estimated using a combination
of the income or discounted cash flows approach and the market approach, which uses comparable market data. If the carrying amount
of the reporting unit exceeds its fair value, goodwill is considered impaired and a second step is performed to measure the amount
of impairment loss, if any. Based on our test for goodwill impairment, we noted no impairment related to goodwill. However, if
estimates or the related assumptions change in the future, we may be required to record impairment charges to reduce the carrying
amount of goodwill.
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 2021 COMPARED
TO FISCAL 2020
In fiscal 2021, we recognized net income
of $13.7 million on revenues of $89.9 million, as compared to net income of $11.7 million on revenues of $85.7 million for fiscal
2020. This represents an increase in revenues of 4.9%. Patient fee revenue net of contractual allowances increased by 3.6%. Total
costs and expenses increased by 1.1%. Our consolidated operating results increased by $3.4 million to an operating income of $17.1
million for fiscal 2021 as compared to operating income of $13.7 million for fiscal 2020.
FONAR CORPORATION AND SUBSIDIARIES
Discussion of Operating Results of Medical
Equipment Segment
Fiscal 2021 Compared to Fiscal 2020
Revenues attributable to our medical
equipment segment increased by 6.8% to $9.0 million in fiscal 2021 from $8.5 million in fiscal 2020, with product sales revenues
increasing by 332.9% from $298,000 in fiscal 2020 to $1.3 million in fiscal 2021. Service revenue decreased from $8.2 million in
fiscal 2020 to $7.7 million in fiscal 2021.
The Upright® 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.
Product sales to unrelated parties increased
by 332.9% in fiscal 2021 from $298,000 in fiscal 2020 to $1.3 million in fiscal 2021. There were no product sales to related parties
in fiscal 2021 or 2020.
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.
In addition, lower reimbursement rates
have reduced the demand for our MRI products, resulting in lower sales volumes. As a result of fewer sales, service revenues have
decreased since as older scanners are taken out of service, there are fewer new scanners available to sign service contracts.
The operating loss for the medical equipment
segment decreased from an operating loss of $6.4 million in fiscal 2020 to an operating loss of $3.4 million in fiscal 2021. The
losses are attributable most significantly to the fact that costs increased by a greater amount than revenues. The increase in
costs was primarily due to the increase in business activity which resulted in our increased revenues.
We recognized revenues of $733,000 from
the sale of our Upright® MRI scanners in fiscal 2021, while in fiscal 2020, we recognized revenues of $96,000 from the sale
of Upright® MRI scanners.
Research and development expenses decreased
to $1.6 million in fiscal 2021 from $2.0 million in fiscal 2020. Our expenses for fiscal 2021 represented continued research and
development of various upgrades for the Upright® MRI scanner. The reason for the decrease in research and development was due
mainly to supply chain related delays due to the COVID-19 pandemic.
FONAR CORPORATION AND SUBSIDIARIES
Discussion of Operating Results of Physician
and Diagnostic Services Management Segment.
Fiscal 2021 Compared to Fiscal 2020
Revenues attributable to the Company’s
physician and diagnostic services management segment, HMCA, increased to $80.9 million in fiscal 2021 as compared to $77.2 million
in fiscal 2020. The increase in revenues was due to $812,000 of patient fees (net of contractual allowances and discounts less
provision for bad debts) from patient and third party payors recognized by five of the facilities in Florida. Also management and
other fees increased by $2.9 million due to two additional scanners being installed in existing facilities.
Cost of revenues as a percentage of the
related revenues for our physician and diagnostic services management segment increased from $39.8 million or 51.5% of related
revenues for the year ended June 30, 2020 to $42.6 million, or 52.7% of related revenues for the year ended June 30, 2021. The
revenues increased more than the costs relating to these revenues.
Operating results of this segment increased
from operating income of $20.1 million in fiscal 2020 to operating income of $20.5 million in fiscal 2021. We believe that our
efforts to expand and improve the operation of our physician and diagnostic services management segment are directly responsible
for the profitability of this segment and our company as a whole.
For the fiscal years ended June 30, 2021
and June 30, 2020 12.2% and 11.9%, respectively, of total revenues were derived from contracts with facilities owned by Dr. Raymond
V. Damadian, the Chairman of the Board and principal stockholder of Fonar. The agreements with these MRI facilities are for one-year
terms which renew automatically on an annual basis, unless terminated. The fees for these sites, which are located in Florida, are
flat monthly fees.
Discussion of Certain Consolidated Results
of Operations
Fiscal 2021 Compared to Fiscal 2020
Interest and investment income decreased
in 2021 compared to 2020. We recognized interest income of $311,931 in 2021 as compared to $502,145 in fiscal 2020, representing
a decrease of 37.8%.
Interest expense of $248,665 was recognized
in fiscal 2021, as compared to interest expense of $74,321 in fiscal 2020. The increase in interest expense is attributable to
an assessment of additional taxes and interest in connection with a state income tax audit.
The 30% noncontrolling interest allocations
of $3,466,000 and $3,465,000 for fiscal 2021 and fiscal 2020 respectively, have been calculated by Income from operations, and
adding depreciation and amortization net of miscellaneous losses and other income from the Physician and Diagnostic Service Management
segment (See Note 17).
FONAR CORPORATION AND SUBSIDIARIES
While revenue increased by 4.9% selling,
general and administrative expenses decreased by 7.4% to $24.7 million in fiscal 2021 from $26.7 million in fiscal 2020. This increase
was almost exclusively due to reserves placed on service contracts and management fees and other receivables resulting from the
COVID-19 pandemic. It is too early to know how much of these reserves will be recovered. Also Fonar resolved certain sales tax
liabilities during the year and was able to reverse accrued interest and penalties of $602,000 which was recorded under selling,
general and administrative expenses.
The compensatory element of stock issuances
increased from $0 in fiscal 2020 to $83,277 in fiscal 2021.
Revenue from service and repair fees
decreased from $8.2 million in fiscal 2020 to $7.7 million in fiscal 2021.
Continuing our tradition as the originator
of MRI, we remain committed to maintaining our position as the leading innovator of the industry through investing in research
and development. In fiscal 2021 we continued our investment in the development of various upgrades for the UPRIGHT® MRI, with
an investment of $1,635,979 in research and development, none of which was capitalized, as compared to $2,025,376, none of which
was capitalized, in fiscal 2020. The research and development expenditures were approximately 18.1% of revenues attributable to
our medical equipment segment and 1.8% of total revenues in 2021, and 23.9% of medical equipment segment revenues and 2.4% of total
revenues in fiscal 2020. This represented a 19.2% decrease in research and development expenditures in fiscal 2021 as compared
to fiscal 2020.
For the physician and diagnostic services
management segment, HMCA, revenues increased to $80.9 million in fiscal 2021 as compared to $77.2 million in fiscal 2020. This
is primarily attributable to an increase in patient scans resulting from our marketing efforts.
For the fiscal year 2021 the Company
recorded an income tax expense of $4.0 million compared with an income tax expense of $2.4 million for 2020. The income tax benefits
are attributable to the expected tax benefits associated with the projected realization and utilization of our net operating losses
in future periods. The Company has recorded a deferred tax asset of $16.0 million as of June 30, 2021, primarily relating to the
tax benefits from the net operating loss carry forwards available to offset future taxable income. The utilization of these tax
benefits is dependent on the Company generating future taxable income. Although the Company is expecting to generate taxable income
in future periods, they cannot accurately measure the full impact of the adoption of healthcare regulations, including the impact
of continuing changes in MRI scanning reimbursement rates, and the severity and the duration of the COVID-19 virus, which could
materially impact operations. A partial valuation allowance will be maintained until evidence exists to support that it is no longer
needed.
We have been taking steps to improve HMCA
revenues by our marketing efforts, which focus on the unique capability of our Upright® MRI scanners to scan patients in different
positions. We have also been increasing the number of health insurance plans in which our clients participate. The utilization
of these tax benefits is dependent on the Company generating future taxable income and other factors. A partial valuation allowance
will be maintained until evidence exists to support that it is no longer needed, (principally related to research and development
credits).
FONAR CORPORATION AND SUBSIDIARIES
Our management fees are dependent on
collection by our clients of fees from reimbursements from Medicare, Medicaid, private insurance, no fault and workers’ compensation
carriers, self–pay and other third-party payors. The health care industry is experiencing the effects of the federal and
state governments’ trend toward cost containment, as governments and other third-party payors seek to impose lower reimbursement
and utilization rates and negotiate reduced payment schedules with providers. The cost-containment measures, consolidated with
the increasing influence of managed-care payors and competition for patients, have resulted in reduced rates of reimbursement for
services provided by our clients from time to time. Our future revenues and results of operations may be adversely impacted by
future reductions in reimbursement rates.
Certain third-party payors have proposed
and implemented changes in the methods and rates of reimbursement that have had the effect of substantially decreasing reimbursement
for diagnostic imaging services that HMCA’s clients provide. To the extent reimbursement from third-party payors is reduced, it
will likely have an adverse impact on the rates they pay us, as they would need to reduce the management fees they pay HMCA to
offset such decreased reimbursement rates. Furthermore, many commercial health care insurance arrangements are changing, so that
individuals bear greater financial responsibility through high deductible plans, co-insurance and higher co-payments, which may
result in patients delaying or foregoing medical procedures. More frequently, however, patients are scanned and we experience difficulty
in collecting deductibles and co-payments. We expect that any further changes to the rates or methods of reimbursement for services,
which reduce the reimbursement per scan of our clients may partially offset the increases in scan volume we are working to achieve
for our clients, and indirectly will result in a decline in our revenues.
On March 23, 2010, President Obama signed
into law healthcare reform legislation in the form of the Patient Protection and Affordable Care Act, or PPACA. The ultimate impact
of the PPACA is uncertain but to date has reduced our revenues from what they otherwise would have been.
In addition, the use of radiology benefit
managers, or RBM’s has increased in recent years. It is common practice for health insurance carriers to contract with RBMs to
manage utilization of diagnostic imaging procedures for their insureds. In many cases, this leads to lower utilization of imaging
procedures based on a determination of medical necessity. The efficacy of RBMs is still a highly controversial topic. We cannot
predict whether the healthcare legislation or the use of RBMs will negatively impact our business, but it is possible that our
financial position and results of operations could be negatively affected.
LIQUIDITY AND CAPITAL RESOURCES
Cash, and cash equivalents increased
by 20.8% from $36.8 million at June 30, 2020 to $44.5 million at June 30, 2021.
Cash provided by operating activities
for fiscal 2021 approximated $19.1 million. Cash provided by operating activities was attributable to the net income of $13.7 million,
depreciation and amortization of $4.1 million, deferred income tax expense benefit of $2.9 million which was offset by the increase
in accounts, and medical and management fee receivables of $12.1 million.
FONAR CORPORATION AND SUBSIDIARIES
Cash used in investing activities for
fiscal 2021 approximated $4.8 million. The cash used in investing activities was attributable to purchases of property and equipment
of $3.5 million, the purchase of an imaging center for $1.1 million and costs of patents of $164,000.
Cash used in financing activities for
fiscal 2021 approximated $6.6 million. The principal uses of cash used in financing activities included the proceeds from loans
and capital lease obligations of $63,000, and repayment of borrowings and capital lease obligations of $103,000, and distributions
to non-controlling interests of $6.6 million.
Total liabilities increased slightly
by 0.2% during fiscal 2021, from approximately $54.0 million at June 30, 2020 to approximately $54.1 million at June 30, 2021.
As at June 30, 2021, our obligations
included approximately $877,000 in various state sales taxes, inclusive of penalties and interest. The Company is in the process
of negotiating settlements of these obligations.
At June 30, 2021, we had working capital
of approximately $88.5 million as compared to working capital of $77.2 million at June 30, 2020, and stockholders’ equity of $135.4
million at June 30, 2021 as compared to stockholders’ equity of $126.2 million at June 30, 2020. For the year ended June 30, 2021,
we realized a net income of $13.7 million.
Our principal sources of liquidity are
derived from revenues.
Our business plan includes a program
for manufacturing and selling our Upright® MRI scanners. In addition, we are enhancing our revenue by participating in the
physician and diagnostic services management business through our subsidiary, HMCA and have upgraded the facilities which it manages,
most significantly by the replacement of the original MRI scanners with new Upright® MRI scanners. As of June 30, 2021, HMCA
manages a total of 39 MRI scanners of which 25 MRI scanners are located in New York and 14 are located in Florida. We have also
intensified our marketing activities through the hiring of additional marketers for HMCA’s clients.
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 $8.2 million for the year ended June 30, 2020 and $7.7 million for the year ended June 30, 2021.
In order to promote profitability and
to reduce demands on our cash and other liquid reserves, we maintain an aggressive program of cost cutting. Previously, these measures
included consolidating HMCA’s office space with Fonar’s office space and reducing the size of our workforce, compensation and benefits.
We continue to reduce and contain expenses across the board. The cost reductions are intended to enable us to withstand periods
of low volumes of MRI scanner sales, by keeping expenditures at levels which can be supported by service revenues and HMCA revenues.
FONAR CORPORATION AND SUBSIDIARIES
Current economic credit conditions have
contributed to a slower than optimal business environment. As a result our business may suffer, should the credit markets not improve
in the near future. The direct impact of these conditions is not fully known.
Revenues from HMCA have been the principal
reason for our profitability, and we have so far been able to maintain and increase such revenues by increasing the number of scans
being performed by the sites we manage and those we own, notwithstanding reductions in reimbursement rates from third party payors.
The likelihood and effect of any subsequent reductions is not fully known.
Capital expenditures for fiscal 2021
approximated $3.7 million. Capitalized patent costs were approximately $164,000. Purchases of property and equipment were approximately
$3.5 million.
In July, 2020, we completed the installation
of a new MRI facility in Pembroke Pine, Florida.
In March 2021, we acquired a facility
by purchase of all of its assets in Yonkers, NY. HMCA will provide the use of the facility and provide non-medical services to
Comprehensive MRI of New York, P.C., a medical practice for which we provide equipment, supplies and non-medical services at other
facilities as well.
Fonar is committed to making capital
expenditures in the 2021 fiscal year, for placing three additional scanners at facilities located in Florida and New York. One
of the facilities in Florida will be a new stand-alone facility and another will be the addition of an additional machine in Florida.
The location in New York will also be a new stand-alone facility. The current estimated costs of these capital expenditures is
approximately $3.0 million.
The Company believes that its business
plan has been responsible for the past five consecutive fiscal years of profitability (fiscal 2021, fiscal 2020, fiscal 2019, fiscal
2018 and fiscal 2017) and that its capital resources will be adequate to support operations at current levels through September
30, 2022.
On April 20, 2020, we entered into a
$4,917,325 loan agreement with the Paycheck Protection Program (“PPP”) under the CARES Act. Due to an abundance of caution,
however, on May 1, 2020, we returned the full amount of the loan, since it became increasingly unclear whether or not a public
company would be required to seek other sources of financing.
On June 30, 2020, the Company received
loan proceeds in the amount of $700,764 under the Paycheck Protection Program (“PPP”). The PPP, established as part of
the Coronavirus Aid, Relief and Economic Security Act (“CARES Act”), provides for loans to qualifying businesses for
amount up to 2.5 times of the average monthly payroll expenses of the qualifying business. The Company applied for this additional
loan exclusively for the Florida locations during June 2020 due to the fact that the COVID-19 virus was increasing in Florida.
The loans and accrued interest are forgivable after 24 weeks as long as the borrower uses the loan proceeds for eligible purposes,
including payroll, benefits, rent and utilities, and maintains its payroll levels. The amount of loan forgiveness will be reduced
if the borrower terminates employees or reduces salaries during the 24 week period. This loan was forgiven during August 2021.
FONAR CORPORATION AND SUBSIDIARIES
During August 2021 the Company renewed
their revolving credit agreement. The terms include borrowing limits of up to $10,000,000 and the agreement was extended to August
2022. The interest rate on unpaid principal remains at 4% along with certain financial covenants still applicable.
ITEM 7A. QUALITATIVE AND QUANTITATIVE
DISCLOSURES ABOUT MARKET RISK
The Company does not have any investments
in marketable securities, foreign currencies, mutual funds, certificates of deposit or other fixed rate instruments. All of our
funds are in cash accounts or money market accounts which are liquid.
All of our revenue, expense and capital
purchasing activities are transacted in United States dollars.
See Note 11 to the consolidated Financial
Statements for information on long-term debt.
FONAR CORPORATION AND SUBSIDIARIES
ITEM 8.
FINANCIAL STATEMENTS
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
REPORT
OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To
the Board of Directors and Stockholders of
FONAR
Corporation and Subsidiaries
Opinion
on the Financial Statements
We
have audited the accompanying consolidated balance sheets of FONAR Corporation and Subsidiaries (the “Company”) as of June
30, 2021 and 2020, the related consolidated statements of income, stockholders’ equity and cash flows for each of the two years
in the period ended June 30, 2021, and the related notes (collectively referred to as the “financial statements”). In our
opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of June 30, 2021
and 2020, and the results of its operations and its cash flows for each of the two years in the period ended June 30, 2021, in conformity
with accounting principles generally accepted in the United States of America.
Basis
for Opinion
These
financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company's
financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board
(United States) ("PCAOB") and are required to be independent with respect to the Company in accordance with the U.S. federal
securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We
conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain
reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company
is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits
we are required to obtain an understanding of internal control over financial reporting 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.
Our
audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error
or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding
the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant
estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits
provides a reasonable basis for our opinion.
Critical
Audit Matters
The
critical audit matters communicated below are matters arising from the current period audit of the financial statements that were communicated
or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the financial
statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters
does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit
matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.
Patient
Accounts Receivable Reserve – Refer to Note 3 to the financial statements
Critical
Audit Matter Description
REPORT
OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM (Continued)
Patient
accounts receivable is recorded at net realizable value based on the estimated amounts the Company expects to receive from patients and
third-party payers. Estimates of contractual allowances under managed care, commercial, and governmental insurance plans are based
upon the payment terms specified in the related contractual agreements or as mandated under government payer programs. Management continually
reviews the contractual allowance estimation process to consider and incorporate updates to laws and regulations and the frequent changes
in managed care contractual terms resulting from contract renegotiations and renewals. Receivables related to uninsured patients
and uninsured copayment and deductible amounts for patients who have health insurance coverage may have discounts applied. The Company
also records estimated implicit price concessions (based on historical experience) related to accounts to record the accounts receivable
at the amount the Company expects to collect from patients and third-party payers. This implied concession requires extensive judgment
and subjective assumptions. Implicit price concessions relate primarily to amounts due directly from patients and are based upon management’s
assessment of historical write-offs and expected net collections, business and economic conditions, trends in federal, state, and private
employer health care coverage, and other collection indicators. Auditing management’s estimate of the price concessions was complex
and judgmental due to the significant data inputs and subjective assumptions utilized in determining the net realizable value of accounts
receivable.
How
the Critical Audit Matter Was Addressed in the Audit
Our
audit procedures related to the net realizable value of patient accounts receivable included the following:
-
We obtained an understanding, evaluated the design, and tested the operating effectiveness of certain controls that address the risks
of material misstatement relating to the measurement of service fee revenue and receivables.
-
We tested informational technology general controls around the Company’s billing system and associated database.
-
We evaluated management’s methodology and related assumptions, including cash collections, by comparing actual results to management’s
historical estimates.
-
We tested the underlying data related to the recognition of patient level charges and the subsequent activities, including cash collections
and non-cash adjustments.
-
We tested the contractual rates set forth by the third-party payers which are input into the Company’s billing system and then
billed to patients and/or third-party payers.
-
We tested the mathematical accuracy of the estimates applied to period-end accounts receivable.
-
We evaluated the appropriateness of the industry, economic, and Company factors that were used in determining the net realizable value
of patient accounts receivable.
Management
Fee Accounts Receivable Reserve – Refer to Note 3 to the financial statements.
Management
fee accounts receivable is related to fees outstanding from the related and non-related professional corporations (“PCs”)
under management agreements. Payment of the outstanding fees is dependent on the PCs ability to collect fees from third-party payers
and patients because the management fees are collateralized by the PCs accounts receivable. The Company records the management
fee accounts receivables net of the estimated implicit price concessions based on the PCs likelihood to collect on the accounts. Implicit
price concessions on the PCs are estimated by management in the same manner the patient accounts receivable are analyzed. This implied
concession requires extensive judgment and subjective assumptions. Implicit price concessions relate primarily to amounts due directly
from patients and are based upon management’s assessment of historical write-offs and expected net collections, business and economic
conditions, trends in federal, state, and private employer health care coverage, and other collection indicators. Auditing management’s
estimate of the price concessions was complex and judgmental due to the significant data inputs and subjective assumptions utilized in
determining the net realizable value of accounts receivable.
REPORT
OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM (Continued)
How
the Critical Audit Matter Was Addressed in the Audit
Our
audit procedures related to the management fee accounts receivable reserve are consistent with the audit procedures associated with the
patient fee accounts receivable reserve. In addition, we traced the management fees to the underlying agreements and the general ledger.
/s/
Marcum llp
Marcum
llp
We
have served as the Company’s auditor since 1990, such date takes into account the merger of Tabb, Conigliaro, McGann, P.C. (“Tabb”)
into another firm in approximately 2001 and the former partners of Tabb joining Marcum LLP in 2002.
New
York, New York
October
12, 2021
/s/
Marcum llp
Marcum
llp
FONAR
CORPORATION AND SUBSIDIARIES
CONSOLIDATED
BALANCE SHEETS
ASSETS
| |
| | | |
| | |
| |
June
30, |
| |
2021 | |
2020 |
Current
Assets: | |
| | | |
| | |
Cash
and cash equivalents | |
$ | 44,460,411 | | |
$ | 36,802,342 | |
Short
term investments | |
| 32,177 | | |
| 31,884 | |
Accounts
receivable – net of allowances for doubtful accounts of $442,270 and $514,561 at June 30, 2021 and 2020, respectively | |
| 4,525,435 | | |
| 4,312,999 | |
Accounts
receivable – related party | |
| 11,977 | | |
| 5,988 | |
Medical
receivables - net | |
| 17,900,489 | | |
| 16,171,782 | |
Management
and other fees receivable – net of allowances for doubtful accounts of $15,786,878 and $11,063,233 at June 30, 2021 and 2020,
respectively | |
| 30,947,863 | | |
| 27,437,768 | |
Management
and other fees receivable – related party medical practices – net of allowances for doubtful accounts of $4,184,399 and
$3,322,055 at June 30, 2021 and 2020, respectively | |
| 7,814,250 | | |
| 6,896,482 | |
Contract
assets | |
| — | | |
| 152,833 | |
Inventories | |
| 1,663,419 | | |
| 1,648,770 | |
Income
tax receivable | |
| — | | |
| 671,185 | |
Prepaid
expenses and other current assets | |
| 1,227,463 | | |
| 1,757,499 | |
Total
Current Assets | |
| 108,583,484 | | |
| 95,889,532 | |
Accounts
receivable – long term | |
| 2,879,946 | | |
| 2,730,071 | |
Deferred
income tax asset | |
| 15,958,961 | | |
| 18,809,757 | |
Property
and equipment – net | |
| 21,850,139 | | |
| 21,364,034 | |
Right-of-use-asset
– operating leases | |
| 30,133,285 | | |
| 31,392,458 | |
Right-of-use-asset
– financing lease | |
| 1,126,990 | | |
| 1,325,870 | |
Goodwill | |
| 4,269,277 | | |
| 3,985,397 | |
Other
intangible assets – net | |
| 4,037,599 | | |
| 4,109,129 | |
Other
assets | |
| 666,514 | | |
| 653,132 | |
Total
Assets | |
$ | 189,506,195 | | |
$ | 180,259,380 | |
See
accompanying notes to consolidated financial statements.
FONAR
CORPORATION AND SUBSIDIARIES
CONSOLIDATED
BALANCE SHEETS
LIABILITIES
| |
June
30, |
| |
2021 | |
2020 |
Current
Liabilities: | |
| | | |
| | |
Current
portion of long-term debt and capital leases | |
$ | 173,206 | | |
$ | 108,379 | |
Accounts
payable | |
| 1,866,035 | | |
| 1,965,259 | |
Other
current liabilities | |
| 9,162,118 | | |
| 8,185,098 | |
Operating
lease liability – current portion | |
| 3,533,656 | | |
| 3,370,149 | |
Financing
lease liability – current portion | |
| 202,741 | | |
| 74,699 | |
Unearned
revenue on service contracts | |
| 4,365,825 | | |
| 4,105,265 | |
Customer
deposits | |
| 731,101 | | |
| 854,579 | |
| |
| | | |
| | |
Contract
liabilities | |
| 14,739 | | |
| — | |
Total
Current Liabilities | |
| 20,049,421 | | |
| 18,663,428 | |
Long-Term Liabilities: | |
| | | |
| | |
Unearned
revenue on service contracts | |
| 2,800,522 | | |
| 2,655,605 | |
Deferred
income tax liability | |
| 238,316 | | |
| 234,106 | |
Due
to related party medical practices | |
| 92,663 | | |
| 92,663 | |
Operating
lease liability – net of current portion | |
| 28,975,132 | | |
| 30,104,464 | |
Financing
lease liability – net of current portion | |
| 1,048,431 | | |
| 1,251,171 | |
Long-term
debt and capital leases, less current portion | |
| 760,254 | | |
| 865,416 | |
Other
liabilities | |
| 171,331 | | |
| 150,311 | |
Total
Long-Term Liabilities | |
| 34,086,649 | | |
| 35,353,736 | |
Total
Liabilities | |
| 54,136,070 | | |
| 54,017,164 | |
Commitments,
Contingencies and Other Matters
See
accompanying notes to consolidated financial statements.
FONAR
CORPORATION AND SUBSIDIARIES
CONSOLIDATED
BALANCE SHEETS
STOCKHOLDERS’
EQUITY
| |
June
30, |
| |
2021 | |
2020 |
Stockholders’
Equity: | |
| | | |
| | |
Class
A non-voting preferred stock $.0001
par
value; 453,000
shares
authorized at June 30, 2021 and 2020, 313,438
issued
and outstanding at June 30, 2021 and 2020 | |
$ | 31 | | |
$ | 31 | |
Preferred
stock $.001
par
value; 567,000
shares
authorized at June 30, 2021 and 2020, issued and outstanding – none | |
| — | | |
| — | |
Common
stock $.0001
par
value; 8,500,000
shares
authorized at June 30, 2021 and 2020, 6,565,853
and
6,459,106
issued
at June 30, 2021 and 2020, respectively; 6,554,210
and
6,447,463
outstanding
at June 30, 2021 and 2020, respectively | |
| 657 | | |
| 647 | |
Class
B convertible common stock (10 votes per share) $.0001
par
value; 227,000
shares
authorized at June 30, 2021 and 2020, 146
issued
and outstanding at June 30, 2021 and 2020 | |
| — | | |
| — | |
Class
C common stock (25 votes per share) $.0001
par
value; 567,000
shares
authorized at June 30, 2021 and 2020, 382,513
issued
and outstanding at June 30, 2021 and 2020 | |
| 38 | | |
| 38 | |
Paid-in capital
in excess of par value | |
| 185,100,976 | | |
| 183,076,888 | |
Accumulated
deficit | |
| (46,007,663 | ) | |
| (56,215,251 | ) |
Treasury
stock, at cost – 11,643 shares of common stock at June 30, 2021 and 2020 | |
| (675,390 | ) | |
| (675,390 | ) |
Total
Fonar Corporation’s Stockholders’ Equity | |
| 138,418,649 | | |
| 126,186,963 | |
Noncontrolling
interests | |
| (3,048,524 | ) | |
| 55,253 | |
Total
Stockholders’ Equity | |
| 135,370,125 | | |
| 126,242,216 | |
Total
Liabilities and Stockholders’ Equity | |
$ | 189,506,195 | | |
$ | 180,259,380 | |
See
accompanying notes to consolidated financial statements.
FONAR
CORPORATION AND SUBSIDIARIES
CONSOLIDATED
STATEMENTS OF INCOME
| |
| | | |
| | |
| |
For
the Years Ended June 30, |
| |
2021 | |
2020 |
Revenues | |
| | | |
| | |
Patient
fee revenue, net of contractual allowances and discounts | |
$ | 23,307,389 | | |
$ | 22,495,260 | |
Product
sales – net | |
| 1,288,483 | | |
| 297,613 | |
Service
and repair fees – net | |
| 7,638,608 | | |
| 8,055,490 | |
Service
and repair fees – related parties – net | |
| 110,000 | | |
| 110,000 | |
Management
and other fees – net | |
| 46,609,449 | | |
| 44,565,405 | |
Management
and other fees – related party medical practices – net | |
| 10,975,836 | | |
| 10,166,694 | |
Total
Revenues – Net | |
| 89,929,765 | | |
| 85,690,462 | |
Costs
and Expenses | |
| | | |
| | |
Costs
related to product sales | |
| 1,032,676 | | |
| 745,375 | |
Costs
related to service and repair fees | |
| 2,740,625 | | |
| 2,731,397 | |
Costs
related to service and repair fees – related parties | |
| 39,466 | | |
| 37,298 | |
Costs
related to patient fee revenue | |
| 10,917,635 | | |
| 10,880,265 | |
Costs
related to management and other fees | |
| 25,384,557 | | |
| 22,951,301 | |
Costs
related to management and other fees – related party medical practices | |
| 6,341,168 | | |
| 5,951,189 | |
Research
and development | |
| 1,635,979 | | |
| 2,025,376 | |
Selling,
general and administrative, inclusive of compensatory element of stock issuances of $83,277
and
$0 for
the years ended June 30, 2021 and 2020 respectively | |
| 24,740,044 | | |
| 26,717,345 | |
Total
Costs and Expenses | |
| 72,832,150 | | |
| 72,039,546 | |
Other
Income and (Expenses): | |
| | | |
| | |
Interest
expense | |
| (248,665 | ) | |
| (74,321 | ) |
Investment
income | |
| 311,931 | | |
| 502,145 | |
Other
income | |
| 504,450 | | |
| 70,771 | |
Provision
for Income Taxes | |
| (3,991,520 | ) | |
| (2,444,778 | ) |
Net
Income | |
$ | 13,673,811 | | |
$ | 11,704,733 | |
Net
Income – Noncontrolling Interests | |
| (3,466,223 | ) | |
| (3,464,528 | ) |
Net
Income – Attributable to FONAR | |
$ | 10,207,588 | | |
$ | 8,240,205 | |
See
accompanying notes to consolidated financial statements.
FONAR
CORPORATION AND SUBSIDIARIES
CONSOLIDATED
STATEMENTS OF INCOME (Continued)
| |
2021 | |
2020 |
Net
Income Available to Common Stockholders | |
$ | 9,592,134 | | |
$ | 7,735,650 | |
Net
Income Available to Class A Non-Voting Preferred Stockholders | |
$ | 458,710 | | |
$ | 376,055 | |
Net
Income Available to Class C Common Stockholders | |
$ | 156,744 | | |
$ | 128,500 | |
Basic
Net Income Per Common Share Available to Common Stockholders | |
$ | 1.47 | | |
$ | 1.20 | |
Diluted
Net Income Per Common Share Available to Common Stockholders | |
$ | 1.45 | | |
$ | 1.18 | |
Basic
and Diluted Income Per Share – Class C Common | |
$ | 0.41 | | |
$ | 0.34 | |
Weighted Average
Basic Shares Outstanding – Common Stockholders | |
| 6,505,283 | | |
| 6,443,713 | |
Weighted Average
Diluted Shares Outstanding – Common Stockholders | |
| 6,632,787 | | |
| 6,571,217 | |
Weighted
Average Basic and Diluted Shares Outstanding – Class C Common | |
| 382,513 | | |
| 382,513 | |
See
accompanying notes to consolidated financial statements.
FONAR
CORPORATION AND SUBSIDIARIES
CONSOLIDATED
STATEMENTS OF STOCKHOLDERS’ EQUITY
FOR
THE YEARS ENDED JUNE 30, 2021 AND 2020
| |
| | | |
| | | |
| | | |
| | |
| |
Class
A Non-Voting Preferred | |
Common
Shares | |
Stock
Amount | |
Class
C Common Stock |
Balance,
July 1, 2019 | |
$ | 31 | | |
| 6,357,482 | | |
$ | 638 | | |
$ | 38 | |
Net
income | |
| — | | |
| — | | |
| — | | |
| — | |
Stock
issued to employees under stock bonus plans | |
| — | | |
| 89,981 | | |
| 9 | | |
| — | |
Payments
on notes receivable from employee stockholders | |
| — | | |
| — | | |
| — | | |
| — | |
Distributions
to noncontrolling interests | |
| — | | |
| — | | |
| — | | |
| — | |
Balance, June
30, 2020 | |
$ | 31 | | |
| 6,447,463 | | |
$ | 647 | | |
$ | 38 | |
Net
income | |
| — | | |
| — | | |
| — | | |
| — | |
Stock
issued to employees under stock bonus plans | |
| — | | |
| 106,747 | | |
| 10 | | |
| — | |
Distributions
to noncontrolling interests | |
| — | | |
| — | | |
| — | | |
| — | |
Balance, June
30, 2021 | |
$ | 31 | | |
| 6,554,210 | | |
$ | 657 | | |
$ | 38 | |
| |
| | | |
| | |
| |
Paid-in
Capital in Excess of Par Value | |
Accumulated
Deficit |
Balance,
July 1, 2019 | |
$ | 181,086,517 | | |
$ | (64,455,456 | ) |
Net
income | |
| — | | |
| 8,240,205 | |
Stock
issued to employees under stock bonus plans | |
| 1,990,371 | | |
| — | |
Distributions
to noncontrolling interests | |
| — | | |
| — | |
| |
| | | |
| | |
Balance, June
30, 2020 | |
$ | 183,076,888 | | |
$ | (56,215,251 | ) |
Net
income | |
| — | | |
| 10,207,588 | |
Stock
issued to employees under stock bonus plans | |
| 2,024,088 | | |
| — | |
Distributions
to noncontrolling interests | |
| — | | |
| — | |
Balance, June
30, 2021 | |
$ | 185,100,976 | | |
$ | (46,007,663 | ) |
See
accompanying notes to consolidated financial statements.
FONAR
CORPORATION AND SUBSIDIARIES
CONSOLIDATED
STATEMENTS OF STOCKHOLDERS’ EQUITY
FOR
THE YEARS ENDED JUNE 30, 2021 AND 2020
| |
| | | |
| | | |
| | |
| |
Treasury
Stock | |
Noncontrolling
Interests | |
Total |
Balance,
July 1, 2019 | |
$ | (675,390 | ) | |
$ | 2,155,725 | | |
$ | 118,112,103 | |
Net
income | |
| — | | |
| 3,464,528 | | |
| 11,704,733 | |
Stock
issued to employees under stock bonus plans | |
| — | | |
| — | | |
| 1,990,380 | |
Distributions
to noncontrolling interests | |
| — | | |
| (5,565,000 | ) | |
| (5,565,000 | ) |
Balance, June
30, 2020 | |
$ | (675,390 | ) | |
$ | 55,253 | | |
$ | 126,242,216 | |
Net
income | |
| — | | |
| 3,466,223 | | |
| 13,673,811 | |
Stock
issued to employees under stock bonus plans | |
| — | | |
| — | | |
| 2,024,098 | |
Distributions
to noncontrolling interests | |
| — | | |
| (6,570,000 | ) | |
| (6,570,000 | ) |
Balance, June
30, 2021 | |
$ | (675,390 | ) | |
$ | (3,048,524 | ) | |
$ | 135,370,125 | |
See
accompanying notes to consolidated financial statements.
FONAR
CORPORATION AND SUBSIDIARIES
CONSOLIDATED
STATEMENTS OF CASH FLOWS
| |
| | | |
| | |
| |
For
the Years Ended June 30, |
| |
2021 | |
2020 |
CASH
FLOWS FROM OPERATING ACTIVITIES | |
| | | |
| | |
Net
Income | |
$ | 13,673,811 | | |
$ | 11,704,733 | |
Adjustments
to reconcile net income to net cash provided by operating activities: | |
| | | |
| | |
Depreciation
and amortization | |
| 4,081,687 | | |
| 3,908,648 | |
Provision
for bad debts | |
| 5,585,989 | | |
| 5,695,420 | |
Deferred
income tax - net | |
| 2,855,006 | | |
| 2,118,829 | |
Income
tax receivable | |
| 671,185 | | |
| 528,815 | |
Amortization
on right-of-use assets | |
| 1,458,053 | | |
| 1,005,560 | |
Compensatory
element of stock issuances | |
| 83,277 | | |
| — | |
Stock
issued for costs and expenses | |
| 1,940,821 | | |
| 1,990,380 | |
Abandoned
patents | |
| 534 | | |
| — | |
(Increase)
decrease in operating assets, net: | |
| | | |
| | |
Accounts,
medical and management fee receivables | |
| (12,110,859 | ) | |
| (10,797,456 | ) |
Notes
receivable | |
| 46,944 | | |
| 28,889 | |
Contract
assets | |
| 152,833 | | |
| 372,277 | |
Inventories | |
| (14,649 | ) | |
| 149,396 | |
Prepaid
expenses and other current assets | |
| 526,425 | | |
| (133,287 | ) |
Other
assets | |
| (18,087 | ) | |
| (161,350 | ) |
Increase
(decrease) in operating liabilities, net: | |
| | | |
| | |
Accounts
payable | |
| (99,224 | ) | |
| 104,032 | |
Other
current liabilities | |
| 1,382,497 | | |
| 3,556,437 | |
Customer
advances | |
| (123,478 | ) | |
| 55,928 | |
Operating
lease liabilities | |
| (965,825 | ) | |
| 159,657 | |
Financing
lease liabilities | |
| (74,698 | ) | |
| — | |
Contract
liabilities | |
| 14,739 | | |
| — | |
Other
liabilities | |
| 21,020 | | |
| 115,855 | |
NET
CASH PROVIDED BY OPERATING ACTIVITIES | |
| 19,088,001 | | |
| 20,402,763 | |
CASH
FLOWS FROM INVESTING ACTIVITIES | |
| | | |
| | |
Purchases
of property and equipment | |
| (3,533,091 | ) | |
| (7,522,997 | ) |
Proceeds
of Short term investment | |
| (293 | ) | |
| 15,062,932 | |
Purchase
of imaging center | |
| (1,122,508 | ) | |
| — | |
Cost of patents | |
| (163,705 | ) | |
| (117,522 | ) |
NET
CASH (USED IN) PROVIDED BY INVESTING ACTIVITIES | |
| (4,819,597 | ) | |
| 7,422,413 | |
CASH
FLOWS FROM FINANCING ACTIVITIES: | |
| | | |
| | |
Repayment
of borrowings and capital lease obligations | |
| (103,335 | ) | |
| (4,957,936 | ) |
Proceeds
from debt | |
| 63,000 | | |
| 5,618,089 | |
Distributions
to noncontrolling interests | |
| (6,570,000 | ) | |
| (5,565,000 | ) |
NET
CASH USED IN FINANCING ACTIVITIES | |
| (6,610,335 | ) | |
| (4,904,847 | ) |
NET
INCREASE IN CASH AND CASH EQUIVALENTS | |
| 7,658,069 | | |
| 22,920,329 | |
CASH
AND CASH EQUIVALENTS – BEGINNING OF YEAR | |
| 36,802,342 | | |
| 13,882,013 | |
CASH
AND CASH EQUIVALENTS – END OF YEAR | |
$ | 44,460,411 | | |
$ | 36,802,342 | |
See
accompanying notes to consolidated financial statements.
FONAR CORPORATION AND SUBSIDIARIES
NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
JUNE
30, 2021 and 2020
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 our installed-base of customers through our service and upgrade programs.
FONAR,
through its wholly-owned subsidiary Health Management Corporation of America (“HMCA”) provides comprehensive management services
to 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.
On
July 1, 2015, the Company restructured the corporate organization of the management of diagnostic imaging centers segment of our business.
The reorganization was structured to more completely integrate the operations of Health Management Corporation of America and HDM. Imperial
contributed all of its assets (which were utilized in the business of Health Management Corporation of America) to HDM and received a
24.2%
interest in HDM. Health Management Corporation of America retained a direct ownership interest of 45.8%
in HDM, and the original investors in HDM retained a 30.0%
ownership interest in the newly expanded HDM. The entire management of diagnostic imaging centers business segment is now being conducted
by HDM.
During
March 2020 the global pandemic of COVID-19 has caused turbulence and uncertainty in the United States and international markets and economies
which has adversely effected our workforce, liquidity, financial conditions, revenues, profitability and business operations. Generally
COVID-19 had caused us to require that much of our workforce work from home and has restricted the ability of our personnel to travel
for marketing purposes or to service our customers. The Company experienced a sudden drop in scan volume for a short term period and
the Company has been steadily recovering to pre-COVID-19 levels. At the end of fiscal year ending June 30, 2020, the Company was able
to enact certain decisions to allow the Company to survive during the global pandemic and from further losses or additional decreases
in scan volume. The Company also received some government stimulus funds from the Paycheck Protection Program (‘PPP’) program
and Medicare advances/stimulus payments. Although we are unable to predict if there will be additional consequences on our operations
from the continuing global pandemic of COVID-19 and the new variants, the Company believes with the positive cash flows, low debt and
cash on hand, it will be able to continue operations going forward.
FONAR
CORPORATION AND SUBSIDIARIES
NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
JUNE
30, 2021 and 2020
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.
The operating activities of subsidiaries are included in the accompanying consolidated statements from the date of acquisition. 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 receivable
allowances, intangible assets, income taxes and related tax asset valuation allowances, useful lives of property and equipment, contingencies,
revenue recognition and the assessment of 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.
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 their estimated useful lives. 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.
Expenses for maintenance and repairs are charged to operations. Renewals and betterments are capitalized. Maintenance and repair expenses
totaled approximately $2,051,000
and $1,870,000
for the
years ended June 30, 2021 and 2020 respectively. The estimated useful lives in years are generally as follows:
Estimated
Useful Life in Years for Property and Equipment |
|
Diagnostic
equipment |
5–13 |
Research,
development and demonstration equipment |
3-7 |
Machinery
and equipment |
2-7 |
Furniture
and fixtures |
3-9 |
Leasehold
improvements |
3–10 |
Building |
28 |
FONAR
CORPORATION AND SUBSIDIARIES
NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
JUNE
30, 2021 and 2020
NOTE
2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
Long-Lived
Assets
The
Company periodically assesses the recoverability of long-lived assets, including property and equipment and intangibles, other than goodwill,
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.
Other
Intangible Assets
1)
Patents and Copyrights
Amortization
is calculated on the straight-line basis over 15
years.
2)
Non-Competition Agreements
The
non-competition agreements are being amortized on the straight line basis over the length of the agreement (7
years).
3)
Customer Relationships
Amortization
is calculated on the straight line basis over 20
years.
Goodwill
Generally
accepted accounting principles in the United States require the Company to perform a goodwill impairment test annually and more frequently
when negative conditions or a triggering event arises. Impairment of goodwill is tested at the reporting unit level by comparing the
reporting unit’s carrying amount, including goodwill to the fair value of the reporting unit. If the carrying amount of the reporting
unit exceeds its fair value, goodwill is considered potentially impaired and a second step is performed to measure the amount of impairment
loss, if any.
Acquired
assets and assumed liabilities
Pursuant
to ASC No. 805-10-25, if the initial accounting for a business combination is incomplete by the end of the reporting period in which
the combination occurs, but during the allowed measurement period not to exceed one year from the acquisition date, the Company adjusts
the provisional amounts recognized at the acquisition date by means of adjusting the amount recognized for goodwill.
FONAR
CORPORATION AND SUBSIDIARIES
NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
JUNE
30, 2021 and 2020
NOTE
2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
Revenue
Recognition
Revenue
on sales contracts for scanners, included in “product sales” in the accompanying consolidated statements of operations, is
recognized under the percentage-of-completion method in accordance with FASB ASC 606, “Revenue Recognition – Construction-Type
and Production-Type Contracts”. The Company manufactures its scanners under specific contracts that provide for progress payments.
Production and installation take approximately three to six months.
Revenue
on scanner service contracts is recognized on the straight-line method over the related contract period, usually one year.
Revenue
from product sales (upgrades and supplies) is recognized upon shipment.
Revenue
under management contracts is recognized based upon contractual agreements for management services rendered by the Company primarily
under various long-term agreements with various medical providers (the “PCs”). As of June 30, 2021, the Company has twenty
two 22 management
agreements of which three 3
are with
PC’s owned by Raymond V. Damadian, M.D., Chairman of the Board of FONAR (“the Related medical practices”) and nineteen
19 are
with PC’s, which are all located in the state of New York (“the New York PC’s”), owned by two unrelated radiologists.
The contractual fees for services rendered to the PCs consists of fixed monthly fees per diagnostic imaging facility ranging from approximately
$77,000
to $522,000.
All fees are re-negotiable at the anniversary of the agreements and each year thereafter. The Company records a provision for bad debts
for estimated uncollectible fees, which is reflected in other operating expenses on the Statement of Operations. All fees are re-negotiable
at the anniversary of the agreements and each year thereafter.
On
July 1, 2018, the Company adopted the new revenue recognition accounting standard issued by the Financial Accounting Standards Board
(“FASB”) and codified in the ASC as topic 606 (“ASC 606”). The revenue recognition standard in ASC 606 outlines
a single comprehensive model for recognizing revenue as performance obligations, defined in a contract with a customer as goods or services
transferred to the customer in exchange for consideration, are satisfied. The standard also requires expanded disclosures regarding the
Company’s revenue recognition policies and significant judgments employed in the determination of revenue.
The
Company applied the modified retrospective approach to all contracts when adopting ASC 606. As a result, at the adoption of ASC 606 the
majority of what was previously classified as the provision for bad debts in the statement of operations is now reflected as implicit
price concessions (as defined in ASC 606) and therefore included as a reduction to net operating revenues in 2019. For changes in credit
issues not assessed at the date of service, the Company will prospectively recognize those amounts in other operating expenses on the
statement of operations.
FONAR
CORPORATION AND SUBSIDIARIES
NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
JUNE
30, 2021 and 2020
NOTE
2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
Revenue
Recognition (Continued)
For
periods prior to the adoption of ASC 606, the provision for bad debts has been presented consistent with the previous revenue recognition
standards that required it to be presented separately as a component of net operating revenues.
Our
revenues generally relate to net patient fees received from various payers and patients themselves under contracts in which our
performance obligations are to provide diagnostic services to the patients. Revenues are recorded during the period our obligations to
provide diagnostic services are satisfied. Our performance obligations for diagnostic services are generally satisfied over a period
of less than one day. The contractual relationships with patients, in most cases, also involve a third-party payer (Medicare, Medicaid,
managed care health plans and commercial insurance companies, including plans offered through the health insurance exchanges) and the
transaction prices for the services provided are dependent upon the terms provided by (Medicare and Medicaid) or negotiated with (managed
care health plans and commercial insurance companies) the third-party payers. The payment arrangements with third-party payers for the
services we provide to the related patients typically specify payments at amounts less than our standard charges and generally provide
for payments based upon predetermined rates per diagnostic services or discounted fee-for-service rates. Management continually reviews
the contractual estimation process to consider and incorporate updates to laws and regulations and the frequent changes in managed care
contractual terms resulting from contract renegotiations and renewals.
The
Company’s patient fee revenues, net of contractual allowances and discounts less the provision for bad debts for the years ended
June 30, 2021 and 2020 are summarized in the following table.
Patient
Fee Revenue - Net | |
| | | |
| | |
| |
For
the Years Ended June 30 |
| |
2021 | |
2020 |
Commercial
Insurance/ Managed Care | |
$ | 4,100,440 | | |
$ | 4,545,987 | |
Medicare/Medicaid | |
| 968,055 | | |
| 1,038,288 | |
Workers’
Compensation/Personal Injury | |
| 15,011,111 | | |
| 16,028,737 | |
Other | |
| 3,227,783 | | |
| 882,248 | |
Net
Patient Fee Revenue | |
$ | 23,307,389 | | |
$ | 22,495,260 | |
Research
and Development Costs
Research
and development costs are charged to expense as incurred. The costs of 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.
FONAR
CORPORATION AND SUBSIDIARIES
NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
JUNE
30, 2021 and 2020
NOTE
2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
Advertising
Costs
Advertising
costs are expensed as incurred. Advertising expense approximated $633,000
and $566,000
and for
the years ended June 30, 2021 and 2020, respectively.
Shipping
Costs
The
Company’s shipping and handling costs are included in revenue from product sales and the related expense included in costs related
to product sales is $8,215 and
$12,056 for
the years ended June 30, 2021 and 2020 respectively.
Income
Taxes
Deferred
tax assets and liabilities are determined based on the difference between the financial statement carrying amounts and tax basis of assets
and liabilities using enacted tax rates in effect in the years in which the differences are expected to reverse.
Customer
Advances
Cash
advances and progress payments received on sales orders are reflected as customer advances until such time as revenue recognition occurs.
Earnings
Per Share
Basic
earnings per share (“EPS”) is computed by dividing net income available to common stockholders by the weighted average number
of shares of common stock outstanding during the period. In accordance with ASC topic 260-10, “Participating Securities and the
Two-Class Method”, the Company used the Two-Class method for calculating basic earnings per share and applied the if converted
method in calculating diluted earnings per share for the years ended June 30, 2021 and 2020.
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. For the years ended June 30, 2021 and 2020, diluted EPS for common shareholders
includes 127,504
shares
upon conversion of Class C Common.
FONAR
CORPORATION AND SUBSIDIARIES
NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
JUNE
30, 2021 and 2020
NOTE
2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
Earnings
Per Share (Continued)
Earnings
Per Share | |
| | | |
| | | |
| | |
| |
June
30, 2021 |
Basic | |
Total | |
Common
Stock | |
Class
C Common Stock |
Numerator: | |
| | | |
| | | |
| | |
Net
income available to common stockholders | |
$ | 10,207,588 | | |
$ | 9,592,134 | | |
$ | 156,744 | |
Denominator: | |
| | | |
| | | |
| | |
Weighted average
shares outstanding | |
| 6,505,283 | | |
| 6,505,283 | | |
| 382,513 | |
Basic income
per common share | |
$ | 1.57 | | |
$ | 1.47 | | |
$ | 0.41 | |
Diluted | |
| | | |
| | | |
| | |
Denominator: | |
| | | |
| | | |
| | |
Weighted average
shares outstanding | |
| | | |
| 6,505,283 | | |
| 382,513 | |
Class
C Common Stock | |
| | | |
| 127,504 | | |
| — | |
Total
Denominator for diluted earnings per share | |
| | | |
| 6,632,787 | | |
| 382,513 | |
Diluted income
per common share | |
| | | |
$ | 1.45 | | |
$ | 0.41 | |
| |
June
30, 2020 |
Basic | |
Total | |
Common
Stock | |
Class
C Common Stock |
Numerator: | |
| | | |
| | | |
| | |
Net
income available to common stockholders | |
$ | 8,240,205 | | |
$ | 7,735,650 | | |
$ | 128,500 | |
Denominator: | |
| | | |
| | | |
| | |
Weighted average
shares outstanding | |
| 6,443,713 | | |
| 6,443,713 | | |
| 382,513 | |
Basic income
per common share | |
$ | 1.28 | | |
$ | 1.20 | | |
$ | 0.34 | |
Diluted | |
| | | |
| | | |
| | |
Denominator: | |
| | | |
| | | |
| | |
Weighted average
shares outstanding | |
| | | |
| 6,443,713 | | |
| 382,513 | |
Class
C Common Stock | |
| | | |
| 127,504 | | |
| — | |
Total
Denominator for diluted earnings per share | |
| | | |
| 6,571,217 | | |
| 382,513 | |
Diluted income
per common share | |
| | | |
$ | 1.18 | | |
$ | 0.34 | |
Cash
and Cash Equivalents
Cash
and cash equivalents includes cash on hand, cash in banks, investments in certificates of deposit with original maturities of 90 days
or less, and money market funds.
FONAR
CORPORATION AND SUBSIDIARIES
NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
JUNE
30, 2021 and 2020
NOTE
2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
Short
Term Investments
Short
term investments include certificates of deposit with original maturities of greater than 90 days.
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, 2021, the Company had cash on deposit of approximately $42,609,000
in excess
of federally insured limits of $250,000.
Related
Parties: Net revenues from related parties accounted for approximately 12%
and 12%
of the consolidated net revenues for the years ended June 30, 2021 and 2020, respectively. Net management fee receivables from the related
party medical practices accounted for approximately 13%
and 13%
of the consolidated accounts receivable for the years ended June 30, 2021 and 2020, respectively.
See
Note 3 regarding the Company’s concentrations in the healthcare industry.
Fair
Value of Financial Instruments
The
financial statements include various estimated fair value information at June 30, 2021 and 2020, as required by ASC topic 820, “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
Company has established a three-tier fair value hierarchy, which prioritizes the inputs used in measuring and revaluing fair value. These
tiers include, Level 1, defined as observable inputs such as quoted prices in active markets; Level 2, defined as inputs other than quoted
prices in active markets that are either directly or indirectly observable; and Level 3, defined as unobservable inputs in which little
or no market data exists, therefore requiring an entity to develop its own assumptions.
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.
Short
term investments: The carrying amount approximates fair value because of the short-term maturity of those instruments. Such amounts include
Certificates of Deposits with original maturities greater than 90 days. These securities are classified as Level 1.
Receivable
and accounts payable: The carrying amounts approximate fair value because of the short maturity of those instruments.
FONAR
CORPORATION AND SUBSIDIARIES
NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
JUNE
30, 2021 and 2020
NOTE
2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
Fair
Value of Financial Instruments (Continued)
Notes
receivable: The carrying amount approximates fair value because the discounted present value of the cash flow generated by the 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.
Recent
Accounting Pronouncements
In
December 2019, the FASB issued ASU 2019-12 (“ASU 2019-12”), Income Taxes (Topic 740). ASU 2019-12 removes certain exceptions
related to the approach for intraperiod tax allocation, the methodology for calculating income taxes in an interim period, and the recognition
of deferred tax liabilities for outside basis differences. It also clarifies and simplifies other areas of the standard. ASU 2019-12
was effective beginning in the first quarter of 2021. Certain amendments in this update must be applied on a prospective basis, certain
amendments must be applied on a retrospective basis, and certain amendments must be applied on a modified retrospective basis through
a cumulative-effect adjustment to retained earnings/(deficit) in the period of adoption. The adoption of this update did not have a material
impact on our financial statements.
In
January 2017, the FASB issued Accounting Standards Update (“ASU”) 2017-04, Intangibles – Goodwill and Other (Topic
350). The amendments in this update simplify the test for goodwill impairment by eliminating Step 2 from the impairment test, which required
the entity to perform procedures to determine the fair value at the impairment testing date of its assets and liabilities following the
procedure that would be required in determining fair value of assets acquired and liabilities assumed in a business combination. The
amendments in this update are effective for public companies for annual or any interim goodwill impairment tests in fiscal years beginning
after December 15, 2019. The Company adopted the Standard on July 1, 2020 and the impact of adopting this guidance had no material impact
on our Consolidated Financial Statements.
FASB,
the Emerging Issues Task Force and the SEC have issued certain other accounting standards, updates, and regulations as of June 30, 2021
that will become effective in subsequent periods; however, management does not believe that any of those updates would have significantly
affected our financial accounting measures or disclosures had they been in effect during 2021 or 2020, and it does not believe that any
of those pronouncements will have a significant impact on our consolidated financial statements at the time they become effective.
FONAR
CORPORATION AND SUBSIDIARIES
NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
JUNE
30, 2021 and 2020
NOTE
3 – ACCOUNTS RECEIVABLE, MEDICAL RECEIVABLE AND MANAGEMENT AND OTHER FEES RECEIVABLE
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.
Long
Term Accounts Receivable
The
Company will generate revenue from long-term, non-cancellable contracts to provide service and repair services. Future revenue to be
recognized over the following four years at June 30, 2021 is as follows:
Receivables
- Non Current - net | | |
| | |
2023 | | |
$ | 1,020,140 | |
2024 | | |
| 1,020,140 | |
2025 | | |
| 599,545 | |
2026 | | |
| 160,697 | |
Total | | |
$ | 2,800,522 | |
Medical
Receivable
Medical
receivables are due under fee-for-service contracts from third party payors, such as hospitals, government sponsored healthcare programs,
patient’s legal counsel and directly from patients. Substantially all the revenue relates to patients residing in Florida. The
carrying amount of the medical receivable is reduced by an allowance that reflects management’s best estimate of the amounts that
will not be collected. The Company determines allowances for contractual adjustments and uncollectible accounts based on specific agings,
specific payor collection issues that have been identified and based on payor classifications and historical experience at each site.
FONAR
CORPORATION AND SUBSIDIARIES
NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
JUNE
30, 2021 and 2020
NOTE
3 – ACCOUNTS RECEIVABLE, MEDICAL RECEIVABLE AND MANAGEMENT AND OTHER FEES RECEIVABLE (Continued)
Management
and Other Fees Receivable
The
Company’s receivables from the related and non-related professional corporations (“PCs”) substantially consist of fees
outstanding under management agreements. Payment of the outstanding fees is dependent on collection by the PCs of fees from third party
medical reimbursement organizations, principally insurance companies and health management organizations.
Payment
of the management fee receivables from the PC’s may be impaired by the inability of the PC’s to collect in a timely manner
their medical fees from the third party payors, particularly insurance carriers covering automobile no-fault and workers compensation
claims due to longer payment cycles and rigorous informational requirements and certain other disallowed claims. Approximately 65%
and 66%,
respectively, of the PCs’ 2021 and 2020 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. The Company generally takes
all legally available steps to collect its receivables. Credit losses associated with the receivables are provided for in the consolidated
financial statements and have historically been within management’s expectations.
Net
revenues from management and other fees charged to the related party medical practices accounted for approximately 12%
and 12%,
of the consolidated net revenues for the years ended June 30, 2021 and 2020, respectively.
Tallahassee
Magnetic Resonance Imaging, PA, Stand Up MRI of Boca Raton, PA and Stand Up MRI & Diagnostic Center, PA (all related party medical
practices) entered into a guaranty agreement, pursuant to which they cross guaranteed all management fees which are payable to the Company,
which have arisen under each individual management agreement.
The
following table sets forth the number of our facilities for the years ended June 30, 2021 and 2020.
Total
Facilities | |
| | | |
| | |
| |
For
the Year Ended June 30, |
| |
2021 | |
2020 |
Total
Facilities Owned or Managed (at Beginning of Year) | |
| 25 | | |
| 26 | |
Facilities
Added by: | |
| | | |
| | |
Acquisition | |
| 1 | | |
| — | |
Internal
development | |
| 1 | | |
| — | |
Managed
Facilities Closed | |
| — | | |
| (1 | ) |
Total
Facilities Owned or Managed (at End of Year) | |
| 27 | | |
| 25 | |
FONAR
CORPORATION AND SUBSIDIARIES
NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
JUNE
30, 2021 and 2020
NOTE
4 – CONTRACT ASSETS AND LIABILITIES
Information
relating to uncompleted contracts as of June 30, 2021 and 2020 about contract assets and contract (liabilities) is as follows:
`Costs
and Estimated Earnings on Uncompleted Contracts | |
| | | |
| | |
| |
As
of June 30, |
| |
2021 | |
2020 |
Costs
incurred on uncompleted contracts | |
$ | 294,783 | | |
$ | 448,437 | |
Estimated
earnings | |
| 567,978 | | |
| 309,248 | |
Costs
and estimated earnings on uncompleted contracts | |
| 862,761 | | |
| 757,685 | |
Less:
Billings to date | |
| 877,500 | | |
| 604,852 | |
Costs
and estimated earnings in excess of billings on uncompleted contracts | |
$ | (14,739 | ) | |
$ | 152,833 | |
NOTE
5 – INVENTORIES
Inventories
included in the accompanying consolidated balance sheets consist of:
Inventories | |
| | | |
| | |
| |
As
of June 30, |
| |
2021 | |
2020 |
Purchased
parts, components and supplies | |
$ | 1,393,329 | | |
$ | 1,544,036 | |
Work-in-process | |
| 270,090 | | |
| 104,734 | |
Inventories | |
$ | 1,663,419 | | |
$ | 1,648,770 | |
NOTE
6 - PROPERTY AND EQUIPMENT
Property
and equipment, at cost, less accumulated depreciation and amortization, at June 30, 2021 and 2020, is comprised of:
Property
and Equipment | |
| | | |
| | |
| |
As
of June 30, |
| |
2021 | |
2020 |
Diagnostic
equipment | |
$ | 29,826,829 | | |
$ | 28,434,063 | |
Research,
development and demonstration equipment | |
| 6,029,551 | | |
| 5,901,961 | |
Machinery
and equipment | |
| 2,069,055 | | |
| 2,069,055 | |
Furniture
and fixtures | |
| 3,450,664 | | |
| 3,291,666 | |
Leasehold
improvements | |
| 12,961,887 | | |
| 10,736,825 | |
Building | |
| 939,614 | | |
| 939,614 | |
| |
| 55,277,600 | | |
| 51,373,184 | |
Less:
Accumulated depreciation and amortization | |
| 33,427,461 | | |
| 30,009,150 | |
| |
$ | 21,850,139 | | |
$ | 21,364,034 | |
Depreciation
and amortization of property and equipment for the years ended June 30, 2021 and 2020 was $3,696,986
and $3,144,580,
respectively.
FONAR
CORPORATION AND SUBSIDIARIES
NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
JUNE
30, 2021 and 2020
NOTE
7 – OPERATING & FINANCING LEASES
During
February 2016, FAS issued ASU 2016-02, Leases (Topic 842). The new standard requires lessees to apply a dual approach, classifying leases
as either finance or operating leases based upon the principle of whether or not the lease is effectively a financed purchase by the
lessee. This classification will determine whether lease expense is recognized based on an effective interest method or on a straight-line
basis over the term of the lease. A lessee is also required to record a right-of-use asset and a lease liability for all leases with
a term of greater than 12 months regardless of their classification. Lease with a term of 12 months or less will be accounted for similar
to existing guidance for operating leases. The standard was effective for us beginning July 1, 2019. We have elected the optional transition
method to apply the standard as of the effective date and therefore, we will not apply the standard to the comparative periods presented
in the consolidated financial statements. We have also elected the transition package of thee practical expedients permitted within the
standard which eliminates the requirements to reassess prior conclusions about lease identification, lease classification and indirect
costs. The adoption of this guidance had a material impact on the Company’s balance sheet by virtue of including the present value
of its future operating lease payments as a liability of $33.3
million
and related right-to-use lease assets as of July 1, 2019. At the time of adoption of this guidance we had no significant financing leases.
The
Company accounts for its various operating leases in accordance with Accounting Standards Codification (‘ASC’) 842 –
Lease, as updated by ASU 2016-02. At the inception of a lease, the Company recognizes right-of-use lease assets and related lease liabilities
measured at present value of future lease payments on its balance sheet. Lease expense is recognized on a straight-line basis over the
term of the lease. Our most common initial term varies in length from 2 to 10 years. Including renewal options negotiated with the landlord,
we have a total span of 2 to 16 years at the facilities we lease. The Company reviewed its contracts with vendors and customers, determining
that its right-to-use lease assets consisted of only office space operating leases. In determining the right-to-use lease assets and
liabilities, the Company did recognize lease extension options which the Company feels would be reasonably exercised. Our incremental
borrowing rate (“IBR”) used to discount the stream of operating lease payments is closely related to the interest rates available
to the Company. A reconciliation of operating and financing lease payments undiscounted cash flows to lease liabilities recognized as
of June 30, 2021 is as follows:
Reconciliation
of operating and financing lease payments | | |
| | | |
| | |
Year
Ending
June 30, | |
Operating
Lease
Payments | |
Financing
Lease Payments |
2022 | | |
$ | 5,077,656 | | |
$ | 244,343 | |
2023 | | |
| 5,172,157 | | |
| 244,343 | |
2024 | | |
| 4,837,900 | | |
| 244,343 | |
2025 | | |
| 4,725,550 | | |
| 244,343 | |
2026 | | |
| 4,285,124 | | |
| 244,343 | |
Thereafter | | |
| 16,950,126 | | |
| 162,898 | |
Present
value discount | | |
| (8,539,725 | ) | |
| (133,441 | ) |
Total
lease liability | | |
$ | 32,508,788 | | |
$ | 1,251,172 | |
FONAR
CORPORATION AND SUBSIDIARIES
NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
JUNE
30, 2021 and 2020
NOTE
7 – OPERATING & FINANCING LEASES (Continued)
Weighted
Average Remaining Lease Term
Operating
leases - years | |
| 9.4 | |
Finance
lease - years | |
| 5.6 | |
Weighted Average
Discount Rate | |
| | |
Operating
leases | |
| 5.5 | % |
Finance
lease | |
| 3.6 | % |
The
components of lease expense were as follows:
Components
of lease expense | |
| | | |
| | |
| |
For
Year Ended |
| |
June
30, 2021 | |
June
30, 2020 |
Operating
lease cost | |
$ | 6,145,701 | | |
$ | 5,135,604 | |
Finance
lease cost: | |
| | | |
| | |
Depreciation
of leased equipment | |
$ | 198,881 | | |
$ | — | |
Interest
on lease liabilities | |
| 47,472 | | |
| — | |
Total
finance lease cost | |
$ | 246,353 | | |
$ | — | |
Supplemental
cash flow information related to leases was as follows:
Supplemental
cash flow information related to leases | |
| | | |
| | |
| |
For
year ended |
Cash
paid for amounts included in the measurement of lease liabilities: | |
June
30, 2021 | |
June
30, 2020 |
Operating
cash flows from operating leases | |
$ | 4,970,934 | | |
$ | 4,170,977 | |
Financing
cash flows from financing leases | |
$ | 130,038 | | |
$ | | |
Right-of-use
& equipment assets obtained in exchange for lease obligations: | |
| | | |
| | |
Operating
leases(1) | |
$ | 1,531,889 | | |
$ | 34,786,611 | |
Financing
leases | |
$ | — | | |
$ | 1,325,871 | |
(1) |
Amounts
for the year ended June 30, 2020 include the transition adjustment for the adoption of topic 842 of $31,651,110. |
FONAR
CORPORATION AND SUBSIDIARIES
NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
JUNE
30, 2021 and 2020
NOTE
8 - OTHER INTANGIBLE ASSETS
Other
intangible assets, net of accumulated amortization, at June 30, 2021 and 2020 are comprised of:
Other
Intagible Assets - Net | |
| | | |
| | |
| |
As
of June 30, |
| |
2021 | |
2020 |
Capitalized
software development costs | |
$ | 7,004,847 | | |
$ | 7,004,847 | |
Patents
and copyrights | |
| 5,244,892 | | |
| 5,081,721 | |
Non-competition
agreements | |
| 4,150,000 | | |
| 4,100,000 | |
Customer
relationships | |
| 3,900,000 | | |
| 3,800,000 | |
| |
| 20,299,739 | | |
| 19,986,568 | |
Less:
Accumulated amortization | |
| 16,262,140 | | |
| 15,877,439 | |
| |
$ | 4,037,599 | | |
$ | 4,109,129 | |
The
estimated amortization of other intangible assets for the five years ending June 30, 2026 and thereafter is as follows:
Schedule
Of Other Intangible Assets | | |
| | | |
| | | |
| | | |
| | |
For
the Years
Ending June 30, | |
Total | |
Patents
and Copyrights | |
Non-
competition | |
Customer
Relationships |
2022 | | |
$ | 423,209 | | |
$ | 185,709 | | |
$ | 37,500 | | |
$ | 200,000 | |
2023 | | |
| 389,168 | | |
| 189,168 | | |
| — | | |
| 200,000 | |
2024 | | |
| 388,867 | | |
| 188,867 | | |
| — | | |
| 200,000 | |
2025 | | |
| 383,912 | | |
| 183,912 | | |
| — | | |
| 200,000 | |
2026 | | |
| 373,220 | | |
| 173,220 | | |
| — | | |
| 200,000 | |
Thereafter | | |
| 2,079,223 | | |
| 765,056 | | |
| — | | |
| 1,314,167 | |
Other
intangible assets - net | | |
$ | 4,037,599 | | |
$ | 1,685,932 | | |
$ | 37,500 | | |
$ | 2,314,167 | |
The
weighted average amortization period for other intangible assets is 11.4
years
and they have no expected residual value.
Information
related to the above intangible assets for the years ended June 30, 2021 and 2020 is as follows:
Other
Intangible Assets | |
| | | |
| | |
| |
As
of June 30, |
| |
2021 | |
2020 |
Balance
– Beginning of Year | |
$ | 4,109,129 | | |
$ | 4,755,675 | |
Amounts
capitalized | |
| 313,705 | | |
| 117,522 | |
Software
or patents written off | |
| (534 | ) | |
| — | |
Amortization | |
| (384,701 | ) | |
| (764,068 | ) |
Balance
– End of Year | |
$ | 4,037,599 | | |
$ | 4,109,129 | |
FONAR
CORPORATION AND SUBSIDIARIES
NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
JUNE
30, 2021 and 2020
NOTE
8 - OTHER INTANGIBLE ASSETS (Continued)
Amortization
of patents and copyrights for the years ended June 30, 2021 and 2020 amounted to $179,701
and $183,592,
respectively.
Capitalized
software development costs were fully amortized as of June 30, 2018.
Amortization
of non-competition agreements for the years ended June 30, 2021 and 2020 amounted to $12,500
and $390,476,
respectively.
Amortization
of customer relationships for the years ended June 30, 2021 and 2020 amounted to $192,500
and $190,000,
respectively.
NOTE
9 - 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.
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 146
of
such shares outstanding at June 30, 2021 and 2020.
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.
FONAR
CORPORATION AND SUBSIDIARIES
NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
JUNE
30, 2021 and 2020
NOTE
9 - CAPITAL STOCK (Continued)
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).
Stock
Bonus Plans
On
April 23, 2010, the Board approved the 2010 Stock Bonus Plan. The plan entitles the Company to reserve 2,000,000
shares
of common stock. On August 10, 2010, the Company filed Form S-8 to register the 2,000,000
shares.
As of June 30, 2021, 450,177
shares
of common stock of FONAR were available for future grant under this plan. For the years ended June 30, 2021 and 2020, 106,747
and 89,981
shares
were issued respectively, of which $83,277
and $0
were
expensed and included in selling, general and administrative expenses for the years ended June 30, 2021 and 2020, respectively.
Options
The
Company had 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
CORPORATION AND SUBSIDIARIES
NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
JUNE
30, 2021 and 2020
NOTE
10 – CONTROLLING AND NONCONTROLLING INTERESTS
On
February 13, 2013 the Company entered into an agreement with outside investors to acquire a 50.5%
controlling interest in a newly formed limited liability company, Health Diagnostics Management LLC (HDM). According to the February
13, 2013 LLC operating agreement of HDM there are two classes of members; Class A members and one Class B member. The Class A members
have an ownership interest of 49.5%
of HDM. The Class B member (HMCA) has an ownership of 50.5%
of HDM. On all matters on which members may vote every member is entitled to cast the percentage of votes equal to their percentage of
ownership interest. Profits and losses on all items of income, gain or loss, deductions or other allocations of the Company will be allocated
among the members in the same proportions as their membership interests in the Company bear to all the Class A and Class B membership
interests of the Company in the aggregate outstanding. All of the depreciation and amortization of the assets of the Company will be
allocated solely to the Class A members, unless and until their interests have been redeemed by the Company in full pursuant to the provisions
of the operating agreement. The Company contributed $20,200,000
to HDM
and the group of outside investors contributed $19,800,000
for its
non-controlling membership interest.
On
March 5, 2013 HDM purchased from Health Diagnostics, LLC (“HD”) and certain of its subsidiaries, a business managing twelve
(12)
Stand-Up MRI Centers and two (2)
other scanning centers located in the States of New York and Florida for a total purchase price (including consideration of $1.5
million
to outside investors) aggregating $35.9
million.
Concurrently with the acquisition, HDM entered into several consulting and non-competition agreements for a consideration of $4.1
million.
The acquisition was accounted for using the purchase method in accordance with ASC 805, “Business Combinations”. The Company
recognized and measured goodwill as of the acquisition date, as the excess of the fair value of the consideration paid over the fair
value of the identified net assets acquired.
On
January 8, 2015, the Company purchased 20% of the Class A members ownership interest at a cost of $4,971,094.
The Company has a 60.4%
ownership interest in HDM after this transaction.
Amount
of each class of HDM members’ equity as of June 30, 2021 and 2020
Class
A And B Members' Equity (HDM Acquisition) | |
| | | |
| | | |
| | | |
| | |
| |
June
30, 2021 | |
June
30, 2020 |
| |
Class
A Members | |
Class
B Member | |
Class
A Members | |
Class
B Member |
Opening
Members’ Equity | |
$ | 55,253 | | |
$ | 39,850,419 | | |
$ | 2,155,725 | | |
$ | 36,543,786 | |
Share of Net
Income | |
| 3,466,223 | | |
| 17,402,961 | | |
| 3,464,528 | | |
| 16,291,633 | |
Distributions | |
| (6,570,000 | ) | |
| (15,330,000 | ) | |
| (5,565,000 | ) | |
| (12,985,000 | ) |
Ending Members’
Equity | |
$ | (3,048,524 | ) | |
$ | 41,923,380 | | |
$ | 55,253 | | |
$ | 39,850,419 | |
FONAR
CORPORATION AND SUBSIDIARIES
NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
JUNE
30, 2021 and 2020
NOTE
11 - LONG-TERM DEBT, NOTES PAYABLE AND CAPITAL LEASES
Long-term
debt, notes payable and capital leases consist of the following:
Long-term
debt, notes payable and capital leases | |
| | | |
| | |
| |
2021 | |
2020 |
Note
payable requiring monthly payments of interest at a rate of 7%
until May 2009 followed by 240
monthly
payments
of $4,472
through
October
2026.
The loan is collateralized by a building with a net book value of $413,330
as
of June 30, 2021. | |
$ | 232,696 | | |
$ | 273,031 | |
Note
payable received under the Paycheck Protection Program (‘PPP’) which was established as part of the Coronavirus Aid,
Relief and Economic Security Act (“Cares Act’) that provides for loans to qualifying businesses for amounts up to 2.5
times of the average monthly payroll expenses. The loans and accrued interest are forgivable after 24 weeks as long as the proceeds
are used for eligible purposes, including payroll, benefits, rent and utilities and maintains certain payroll levels. The unforgiven
portion of the PPP loan is payable over 5
five
years at an interest rate of 1%,
with a deferral of payments for the first six months. The proceeds from the note payable were received on June 30, 2020. This note
was forgiven in August 2021. | |
| 700,764 | | |
| 700,764 | |
The
revolving credit note was extended to August 2021. The Company can borrow up to $10,000,000
and
prepay the loan in whole or part in multiples of $100,000 at any time without penalty. The note bears interest at a rate of 4.0%
per annum and is payable monthly. The loan is collateralized by substantially all of the Company’s assets. The loan also contains
certain financial covenants that must be met on a periodic basis. The Company still has the ability to draw down on the line. See
Note 21. | |
| — | | |
| — | |
| |
| 933,460 | | |
| 973,795 | |
Less:
Current portion | |
| 173,206 | | |
| 108,379 | |
| |
$ | 760,254 | | |
$ | 865,416 | |
FONAR
CORPORATION AND SUBSIDIARIES
NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
JUNE
30, 2021 and 2020
NOTE
11 - LONG-TERM DEBT, NOTES PAYABLE AND CAPITAL LEASES (CONTINUED)
The
maturities of debt over the next five years and thereafter are as follows:
Maturities
Of Long-Term Debt | | |
| | |
Years
Ending June 30, | | |
| | |
2022 | | |
$ | 173,206 | |
2023 | | |
| 180,972 | |
2024 | | |
| 183,919 | |
2025 | | |
| 187,155 | |
2026 | | |
| 190,601 | |
Thereafter | | |
| 17,607 | |
Long-Term
Debt Over Five Years and Thereafter | | |
$ | 933,460 | |
NOTE
12 - INCOME TAXES
ASC
topic 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax
positions taken or expected to be taken in a corporate tax return. For those benefits to be recognized, a tax position must be more-likely-than-not
to be sustained upon examination by taxing authorities. Differences between tax positions taken or expected to be taken in a tax return
and the benefit recognized and measured pursuant to the interpretation are referred to as unrecognized benefits. A liability is recognized
(or amount of net operating loss carryforward or amount of tax refundable is reduced) for an unrecognized tax benefit because it represents
an enterprise’s potential future obligation to the taxing authority for a tax position that was not recognized as a result of applying
the provisions of ASC topic 740. The Company believes there are no uncertain tax positions in prior years tax filings and therefore it
has not recorded a liability for unrecognized tax benefits.
In
accordance with ASC topic 740, interest costs related to unrecognized tax benefits are required to be calculated (if applicable) and
would be classified as “Interest expense, net. Penalties if incurred would be recognized as a component of “Selling, general
and administrative” expenses.
The
Company files corporate income tax returns in the United States (federal) and in various state and local jurisdictions. In most instances,
the Company is no longer subject to federal, state and local income tax examinations by tax authorities for years prior to 2016 for federal
and 2015 for state.
The
Company has recorded a deferred tax asset of $15,958,961
and a
deferred tax liability of $as of
June 30, 2021, primarily relating to its net Federal operating loss carryforwards of approximately $35,574,000
available
to offset future taxable income through 2031. In addition the Company has state operating loss carryforwards of approximately $7,094,000
and city
operating loss carryforwards of approximately $2,470,000.
The net operating losses begin to expire in 2025 for federal tax and state income tax purposes.
FONAR
CORPORATION AND SUBSIDIARIES
NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
JUNE
30, 2021 and 2020
NOTE
12 - INCOME TAXES (CONTINUED)
Future
ownership changes as determined under Section 382 of the Internal Revenue code could further limit the utilization of net operating loss
carryforwards. As of June 30, 2021, no such changes in ownership have occurred.
The
ultimate realization of deferred tax assets is dependent on the generation of future taxable income during the periods in which temporary
differences become deductible or when such net operating losses can be utilized. The Company considers projected future taxable income,
the regulatory environment of the industry, and tax planning strategies in making this assessment. At present, the Company believes that
it is more likely than not that the benefits from certain deferred tax asset carryforwards, will not all be fully realized. In recognition
of this inherent risk, a valuation allowance was established for the partial value of the deferred tax asset, which principally related
to research and development tax credits.
A
valuation allowance will be maintained until sufficient positive evidence exists to support the reversal of the remainder of the valuation.
The
valuation allowance for deferred tax assets decreased during the year ended June 30, 2021, by approximately $3,547,000.
The valuation allowance decreased by approximately $195,000
during
the year ended June 30, 2020.
On
March 27, 2020 Congress enacted the CARES Act (Coronavirus Aid, Relief and Economic Security Act). The Act provides numerous tax provisions
and other stimulus measures, including temporary changes regarding prior and future operation losses, temporary changes to prior and
future limitations on interest deductions, temporary suspension of certain payment requirements for the employer portion of Social Security
taxes, technical corrections to prior tax legislation for tax depreciation of certain qualified improvement property and enhanced recoverability
of AMT tax credits.
At
the present time, the only impact of the CARES Act to the Company
is allowing a full reimbursement of $1,342,370 of tax credits relating to the alternative minimum tax credits. The Company received the
first half payment in June 2020. The balance of alternative minimum tax credits of $671,185 was received in July 2020. Previously, these
credits were to be refunded over a 3 year period.
As
we continue to monitor tax implications of the CARES Act and other state and federal stimulus tax legislation, we may make adjustments
to our estimates and record additional amounts for tax assets and liabilities.
FONAR
CORPORATION AND SUBSIDIARIES
NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
JUNE
30, 2021 and 2020
NOTE
12 - INCOME TAXES (CONTINUED)
Components
of the provision (benefit) for income taxes are as follows:
Components
Of The Benefit Provision For Income Taxes | |
| | | |
| | |
| |
Years
Ended June 30 |
Current: | |
2021 | |
2020 |
Federal | |
$ | | | |
$ | (187,255 | ) |
State | |
| 1,136,514 | | |
| 513,204 | |
Subtotal | |
| 1,136,514 | | |
| 325,949 | |
Deferred: | |
| | | |
| | |
Federal
deferred taxes | |
| 2,718,046 | | |
| 1,953,349 | |
State
deferred taxes | |
| 136,960 | | |
| 165,480 | |
Subtotal | |
| 2,855,006 | | |
| 2,118,829 | |
Provision
(Benefit) for Income Taxes - Net | |
$ | 3,991,520 | | |
$ | 2,444,778 | |
A
reconciliation of the federal statutory income tax rate to the Company’s effective tax rate as reported is as follows:
Reconciliation
Of Federal Statutory Income Tax Rate To Company's Effective Tax Rate | |
| | | |
| | |
| |
Years
Ended June 30, |
| |
2021 | |
2020 |
Taxes
at federal statutory rate | |
| 21.0 | % | |
| 21.0 | % |
State
and local income taxes (benefit), net of federal benefit | |
| 3.3 | % | |
| 4.0 | % |
Non
Controlling interest | |
| (4.9 | )% | |
| (6.1 | )% |
Expiration
of tax credits | |
| 4.6 | % | |
| 0.2 | % |
Return
to provision adjustments | |
| 6.1 | % | |
| — | % |
Change
in the valuation allowance | |
| (20.0 | )% | |
| 0.3 | % |
Other | |
| 12.5 | % | |
| (2.1 | )% |
Effective
income tax rate | |
| 22.6 | % | |
| 17.3 | % |
As
of June 30, 2021, the Company has net operating loss (“NOL”) carryforwards of approximately $35,574,000 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
Company has, for federal income tax purposes, research and development tax credits and investments tax credits carryforwards aggregating
$3,733,000.
However, the realization of these credits may be limited as a result of expiring prior to their utilization. These credits can only be
applied after all net operating losses have been used, which expire through 2031. As such, the Company has established a valuation reserve
for anticipated unused credits of $890,000.
In
addition, for New York State income tax purposes, the Company has tax credit carryforwards aggregating approximately $11,000
which,
are accounted for under the flow-through method.
FONAR
CORPORATION AND SUBSIDIARIES
NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
JUNE
30, 2021 and 2020
NOTE
12 - INCOME TAXES (CONTINUED)
The
Company was also under audit with New York State for income tax and was assessed additional taxes of $423,272
plus
interest and penalties. These amounts are accrued for at June 30, 2021 and included in other current liabilities and were paid in August
2021.
Significant
components of the Company’s deferred tax assets and liabilities at June 30, 2021 and 2020 are as follows:
Components
Of Company's Deferred Tax Assets And Liabilities | |
| | | |
| | |
| |
June
30, |
| |
2021 | |
2020 |
Deferred
tax assets: | |
| | | |
| | |
Allowance
for doubtful accounts | |
$ | 3,827,382 | | |
$ | 3,946,801 | |
Non-deductible
accruals | |
| 749,902 | | |
| 693,833 | |
Net
operating carryforwards | |
| 8,285,163 | | |
| 13,720,637 | |
Tax
credits | |
| 3,732,650 | | |
| 4,647,217 | |
Inventory | |
| 66,316 | | |
| 69,940 | |
Property
and equipment and depreciation | |
| 187,632 | | |
| 168,371 | |
Deferred
Tax Assets - gross | |
| 16,849,045 | | |
| 23,246,799 | |
Valuation
allowance | |
| (890,084 | ) | |
| (4,437,042 | ) |
Total
deferred tax assets | |
| 15,958,961 | | |
| 18,809,757 | |
Intangibles | |
| (238,316 | ) | |
| (234,106 | ) |
Total
deferred tax liabilities | |
| (238,316 | ) | |
| (234,106 | ) |
Net
deferred tax asset | |
$ | 15,720,645 | | |
$ | 18,575,651 | |
NOTE
13 - OTHER CURRENT LIABILITIES
Included
in other current liabilities are the following:
Other
Current Liabilities | |
| | | |
| | |
| |
June
30, |
| |
2021 | |
2020 |
Accrued
salaries, commissions and payroll taxes | |
$ | 5,406,982 | | |
$ | 4,491,941 | |
Litigation
accruals | |
| 900,000 | | |
| 442,802 | |
Sales
tax payable | |
| 644,623 | | |
| 1,353,200 | |
State
income taxes payable | |
| 774,234 | | |
| — | |
Legal
and other professional fees | |
| 37,827 | | |
| 112,867 | |
Accounting
fees | |
| 127,262 | | |
| 120,000 | |
Self-funded
health insurance reserve | |
| 62,548 | | |
| 86,504 | |
Accrued
interest and penalty | |
| 493,042 | | |
| 877,787 | |
Other | |
| 715,600 | | |
| 699,997 | |
Other current
liabilities | |
$ | 9,162,118 | | |
$ | 8,185,098 | |
FONAR
CORPORATION AND SUBSIDIARIES
NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
JUNE
30, 2021 and 2020
NOTE
14 - COMMITMENTS AND CONTINGENCIES
Leases
The
Company rents its operating facilities and certain equipment, pursuant to operating lease agreements expiring at various dates through
March 2030. The leases for certain facilities contain escalation clauses relating to increases in real property taxes as well as certain
maintenance costs.
Rent
expense for operating leases approximated $6,146,000
and $5,136,000,
for the years ended June 30, 2021 and 2020, respectively.
The
Company received approval from the Suffolk County IDA on February 29, 2016 of a 50%
property tax abatement, valued at $440,000,
over a 10 year period commencing January 2017.
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 $36,799
and $0
employer
contributions to the Plan for the years ended June 30, 2021 and 2020.
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, 2021.
Litigation
In
September 2019, The Company was notified by one of its landlords that it was required to vacate the premises within 180 days under the
demolition clause in the lease. The Company believes the lease renewal which was not negotiated in good faith since the renewal was negotiated
in February 2018. The Company is in the process of relocating to a new location but the original lease provided for penalty payments
in the event that the Company had not vacated the leased space. The Company has been making normal rent payments throughout the course
of the arbitration proceedings. The Company is estimating the leasehold holdover charges to be approximately $900,000. As
of June 30, 2021 this amount has been accrued for under other current liabilities.
In
September 2020, the Company entered into a settlement agreement with an unrelated third party for a claim made during March 2018 which
was scheduled for arbitration. The settlement was for $1.2 million of which $900,000 was paid by the Company’s insurance on September
15, 2020 with the remaining $315,000 paid by the Company on September 28, 2020.
FONAR
CORPORATION AND SUBSIDIARIES
NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
JUNE
30, 2021 and 2020
NOTE
14 - COMMITMENTS AND CONTINGENCIES (Continued)
Other
Matters
The
Company is subject to other legal proceedings and claims arising from the ordinary course of its business, including personal injury,
customer contract and employment claims besides the claim above. In the opinion of management, and with consultation with legal council,
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.
The
Company has satisfied most of its delinquencies in filing sales tax returns for certain states, for which the Company has transacted
business. The Company has recorded tax obligations of approximately $645,000
plus
interest and penalties of approximately $232,000
until
the remaining states have been resolved.
The
Company maintains a self-funded health insurance program with a stop-loss umbrella policy with a third party insurer to limit the maximum
potential liability for individual claims to $110,000
per person
and for a maximum potential claim liability based on member enrollment. With respect to this program, the Company considers historical
and projected medical utilization data when estimating its health insurance program liability and related expense. As of June 30, 2021
and 2020, the Company had approximately $63,000
and $87,000,
respectively, in reserve for its self-funded health insurance programs. The reserves are included in “Other current liabilities”
in the consolidated balance sheets.
The
Company regularly analyzes its reserves for incurred but not reported claims, and for reported but not paid claims related to its reinsurance
and self-funded insurance programs. The Company believes its reserves are adequate. However, significant judgment is involved in assessing
these reserves such as assessing historical paid claims, average lags between the claims’ incurred date, reported dates and paid
dates, and the frequency and severity of claims. There may be differences between actual settlement amounts and recorded reserves and
any resulting adjustments are included in expense once a probable amount is known. There were no significant adjustments recorded in
the years covered by this report.
NOTE
15 - SUPPLEMENTAL CASH FLOW INFORMATION
During
the years ended June 30, 2021 and 2020 the Company paid $75,178
and $137,200
for interest,
respectively.
During
the years ended June 30, 2021 and 2020 the Company paid $261,032
and $228,204
for income
taxes, respectively.
During
the years ended June 30, 2021 and 2020, the Company issued 102,364
and 89,981
shares
of common stock for costs and expenses totaling $1,940,821
and $1,990,380,
respectively.
During
the year ended June 30, 2020 the Company entered into a capital lease for the purchase of equipment in the amount of $1,350,000.
FONAR
CORPORATION AND SUBSIDIARIES
NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
JUNE
30, 2021 and 2020
NOTE
15 - SUPPLEMENTAL CASH FLOW INFORMATION (Continued)
During
the year, the Company resolved certain sales tax liabilities and was able to reverse accrued interest and penalties in the amount of
$602,000 which
has been recorded under selling, general and administrative expenses.
NOTE
16 – RELATED PARTY TRANSACTIONS
The
CEO and President of the Company is a minority owner of a billing company, which performs billing and collection services with respect
to No-Fault and Workers’ Compensation claims of the Company’s clients. The monthly fee charged to the Company was $85,000.
The Company terminated this agreement on January 1, 2021. On June 1, 2017, the Company also entered into a one year renewable agreement
to provide IT services to the billing company for a monthly fee of $23,884. The agreement was renewed on June 1, 2021 for another year.
Bensonhurst
MRI Limited Partnership, in which the CEO and President of the Company holds an interest, is party to an agreement with the Company for
the service and maintenance of its Upright MRI Scanner for a price of $110,000 per annum.
NOTE
17 - SEGMENT AND RELATED INFORMATION
The
Company provides segment data in accordance with the provisions of ASC topic 280, “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
centers.
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, 2021 and 2020
NOTE
17 - SEGMENT AND RELATED INFORMATION (Continued)
Summarized
financial information concerning the Company’s reportable segments is shown in the following table:
Summarized
Segment Financial Information | |
| | | |
| | | |
| | |
| |
Manufacturing
and Servicing of Medical | |
Management
of Diagnostic Imaging | |
|
Fiscal
2021: | |
Equipment | |
Center | |
Totals |
Net
revenues from external customers | |
$ | 9,037,091 | | |
$ | 80,892,674 | | |
$ | 89,929,765 | |
Intersegment
net revenues * | |
$ | 901,250 | | |
$ | — | | |
$ | 901,250 | |
(Loss)
Income from operations | |
$ | (3,410,189 | ) | |
$ | 20,507,804 | | |
$ | 17,097,615 | |
Depreciation
and amortization | |
$ | 264,830 | | |
$ | 3,816,857 | | |
$ | 4,081,687 | |
Compensatory
element of stock issuances | |
$ | 83,277 | | |
$ | — | | |
$ | 83,277 | |
Total
identifiable assets | |
$ | 24,592,582 | | |
$ | 164,913,613 | | |
$ | 189,506,195 | |
Capital
expenditures | |
$ | 291,294 | | |
$ | 3,405,502 | | |
$ | 3,696,796 | |
Fiscal
2020: | |
| | | |
| | | |
| | |
Net
revenues from external customers | |
$ | 8,463,103 | | |
$ | 77,227,359 | | |
$ | 85,690,462 | |
Intersegment
net revenues * | |
$ | 875,000 | | |
$ | — | | |
$ | 875,000 | |
(Loss)
Income from operations | |
$ | (6,425,411 | ) | |
$ | 20,076,327 | | |
$ | 13,650,916 | |
Depreciation
and amortization | |
$ | 368,498 | | |
$ | 3,540,150 | | |
$ | 3,908,648 | |
Compensatory
element of stock issuances | |
$ | — | | |
$ | — | | |
$ | — | |
Total
identifiable assets | |
$ | 30,492,757 | | |
$ | 149,790,753 | | |
$ | 180,283,510 | |
Capital
expenditures | |
$ | 2,440,640 | | |
$ | 4,981,773 | | |
$ | 7,422,413 | |
* |
Amounts
eliminated in consolidation |
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 69.3%
and 20.2%
of product sales revenues to third parties for the years ended June 30, 2021 and 2020, respectively.
The
foreign product sales, as a percentage of product sales to unrelated parties, were made to customers in the following countries:
Export
Product Sales | |
| | | |
| | |
| |
For
the Years Ended June 30 |
| |
2021 | |
2020 |
Dominican
Republic | |
| 67.0 | % | |
| — | % |
Canada | |
| 0.1 | | |
| — | |
Germany | |
| 2.1 | | |
| 20.2 | |
Puerto
Rico | |
| 0.1 | | |
| — | |
| |
| 69.3 | % | |
| 20.2 | % |
FONAR
CORPORATION AND SUBSIDIARIES
NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
JUNE
30, 2021 and 2020
NOTE
17 - SEGMENT AND RELATED INFORMATION (Continued)
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 4.5%
and 5.6%
of consolidated net service and repair fees for the years ended June 30, 2021 and 2020 respectively. Foreign service and repair fees,
as a percentage of total service and repair fees, were provided principally to the following countries:
Foreign
Service and Repair Fees | |
| | | |
| | |
| |
For
the Years Ended June 30, |
| |
2021 | |
2020 |
Puerto
Rico | |
| 1.5 | % | |
| 1.6 | % |
Switzerland | |
| 0.3 | | |
| 0.3 | |
Germany | |
| 1.5 | | |
| 1.5 | |
England | |
| 0.6 | | |
| 0.7 | |
Canada | |
| 0.3 | | |
| 0.3 | |
Greece | |
| 0.3 | | |
| 0.2 | |
Australia | |
| — | | |
| 1.0 | |
| |
| 4.5 | % | |
| 5.6 | % |
The
Company does not have any material assets outside of the United States.
NOTE
18 – ACQUISTION
On
March 29, 2021, the Company completed the acquisition of certain assets of Rockland Management Group, located in West Yonkers. The Company
used an incremental borrowing rate of 4% to value the right to use asset in connection with the assumed operating lease obligation. We
made a preliminary fair value determination of the acquired assets and assumed liabilities as follows:
Fair
value assets and assumed liabilities | |
| | |
Property
and equipment | |
$ | 650,000 | |
Right
to use assets | |
| 434,219 | |
Intangible
assets | |
| 150,000 | |
Security
Deposit | |
| 38,628 | |
Right
to use liability | |
| (434,219 | ) |
Goodwill | |
| 283,880 | |
Total
purchase consideration | |
$ | 1,122,508 | |
FONAR
CORPORATION AND SUBSIDIARIES
NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
JUNE
30, 2021 and 2020
NOTE
18 – ACQUISTION (Continued)
In
accordance with ASC 805-10-25-1, Business Combinations – Overall Recognition, the Company recorded the transaction as a business
combination. ASC 805-10-25-1 provides the requirements of recording the transaction by applying the acquisition method. The acquisition
method requires the Company to determine if the assets and liabilities acquired are a business or not. Under ASC 805-10-25-1, it must
be determined if there is a specific acquisition party, acquisition date, identifiable assets acquired and liabilities assumed and you
must be able to recognized and measure goodwill or a gain from the purchase. Based upon this guidance, the acquisition had been recorded
as a business combination.
The
net assets acquired and consideration is as follow:
Net
assets acquired | |
| | |
Leasehold
Improvements | |
$ | 550,000 | |
Diagnostic
Equipment | |
| 100,000 | |
Customer
Lists | |
| 100,000 | |
Covenant
Not to Compete | |
| 50,000 | |
Security
Deposit | |
| 38,628 | |
Closing
costs - expensed | |
| 3,478 | |
Goodwill | |
| 283,880 | |
Cash
Consideration Paid | |
$ | 1,125,986 | |
The
results of operations of Rockland Management Group were diminutive and did not affect the pro forma results of operations.
NOTE
19 – ALLOWANCE FOR DOUBTFUL ACCOUNTS
The
following represents a summary of allowance for doubtful accounts for the years ended June 30, 2021 and 2020 respectively:
Summary
of Allowance For Doubtful Accounts | |
| | | |
| | | |
| | | |
| | |
Description | |
Balance
June 30, 2020 | |
Additions
(1) | |
Deductions | |
Balance
June 30, 2021 |
Accounts
receivable | |
$ | 514,561 | | |
$ | — | | |
$ | 72,291 | | |
$ | 442,270 | |
Management
and other fees receivable | |
| 11,063,233 | | |
| 4,723,645 | | |
| — | | |
| 15,786,878 | |
Management
and other fees receivable - related medical practices | |
| 3,322,055 | | |
| 862,344 | | |
| — | | |
| 4,184,399 | |
Notes
receivable | |
| 777,354 | | |
| — | | |
| — | | |
| 777,354 | |
FONAR
CORPORATION AND SUBSIDIARIES
NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
JUNE
30, 2021 and 2020
NOTE
19 – ALLOWANCE FOR DOUBTFUL ACCOUNTS (Continued)
| |
Balance | |
| |
| |
Balance |
Description | |
June
30, 2019 | |
Additions | |
Deductions | |
June
30, 2020 |
Accounts
receivable | |
$ | 190,244 | | |
$ | 380,000 | | |
$ | 55,683 | | |
$ | 514,561 | |
Management
and other fees receivable | |
| 9,404,944 | | |
| 3,526,742 | | |
| (1,868,453 | ) | |
| 11,063,233 | |
Management
and other fees receivable - related medical practices | |
| 2,310,731 | | |
| 1,011,324 | | |
| — | | |
| 3,322,055 | |
Notes
receivable | |
| — | | |
| 777,354 | | |
| — | | |
| 777,354 | |
(1) |
Included
in provision for bad debts. |
NOTE
20 - QUARTERLY FINANCIAL DATA (UNAUDITED)
(000’s
omitted, except per share data)
Quarterly
Financial Data | |
| | | |
| | | |
| | | |
| | | |
| | |
| |
September
30, 2020 | |
December
30, 2020 | |
March
31, 2021 | |
June
30, 2021 | |
Total |
Total
Revenues – Net | |
$ | 20,979 | | |
$ | 21,164 | | |
$ | 23,090 | | |
$ | 24,697 | | |
$ | 89,930 | |
Total
Costs and Expenses | |
| 16,829 | | |
| 16,182 | | |
| 18,968 | | |
| 20,853 | | |
| 72,832 | |
Net
Income | |
| 3,251 | | |
| 3,928 | | |
| 4,299 | | |
| 2,196 | | |
| 13,674 | |
Basic
Net Income Per Common Share Available to Common Stockholders | |
$ | 0.37 | | |
$ | 0.45 | | |
$ | 0.55 | | |
$ | 0.10 | | |
$ | 1.47 | |
Diluted
Net Income Per Common Share Available to Common Stockholders | |
$ | 0.36 | | |
$ | 0.44 | | |
$ | 0.54 | | |
$ | 0.11 | | |
$ | 1.45 | |
| |
| | | |
| | | |
| | | |
| | | |
| | |
| |
| | | |
| | | |
| | | |
| | | |
| | |
| |
September
30, 2019 | |
December
30, 2019 | |
March
31, 2020 | |
June
30, 2020 | |
Total |
Total
Revenues – Net | |
$ | 21,747 | | |
$ | 21,451 | | |
$ | 21,686 | | |
$ | 20,806 | | |
$ | 85,690 | |
Total
Costs and Expenses | |
| 16,261 | | |
| 16,430 | | |
| 19,071 | | |
| 20,278 | | |
| 72,040 | |
Net
Income | |
| 4,506 | | |
| 4,209 | | |
| 1,914 | | |
| 1,076 | | |
| 11,705 | |
Basic
Net Income Per Common Share Available to Common Stockholders | |
$ | 0.48 | | |
$ | 0.45 | | |
$ | 0.18 | | |
$ | 0.09 | | |
$ | 1.20 | |
Diluted
Net Income Per Common Share Available to Common Stockholders | |
$ | 0.47 | | |
$ | 0.44 | | |
$ | 0.18 | | |
$ | 0.09 | | |
$ | 1.18 | |
FONAR
CORPORATION AND SUBSIDIARIES
NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
JUNE
30, 2021 and 2020
NOTE
21 – SUBSEQUENT EVENTS
The
Company evaluates events that have occurred after the balance sheet date, but before the consolidated financial statements are issued.
During
August 2021 the Company amended their revolving credit agreement. The agreement was extended to August 2022. The interest rate on
borrowings remains at 4%
along with certain financial covenants.
The
loan of $700,764
received
under the Paycheck Protection Program was forgiven in August 2021.
FONAR
CORPORATION AND SUBSIDIARIES
ITEM
9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE.
There
have been no disagreements with our independent registered public accounting firm or other matters requiring disclosure under Regulation
S-K, Item 304(b).
ITEM
9A. CONTROLS AND PROCEDURES
Evaluation
of Disclosure Controls and Procedures
As
of the end of the period covered by this Annual Report on Form 10-K, we performed an evaluation under the supervision of and with the
participation of management, including our Principal Executive Officer and our Acting Principal Financial Officer, of the design and
effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) or 15d-15(e) under the Securities Exchange Act
of 1934 as amended (the “Exchange Act”). Based upon that evaluation, our Principal Executive Officer and Acting Principal
Financial Officer concluded, as of the end of the period covered by this Annual Report that our disclosure controls and procedures were
effective.
Management’s
Report on Internal Control Over Financial Reporting
Our
management is responsible for establishing and maintaining adequate internal control over financial reporting, as is defined in the Exchange
Act. Internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of our
financial reporting and the preparation of financial statements for external reporting purposes in accordance with GAAP.
Because
of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of
any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions,
or that the degree of compliance with the policies or procedures may deteriorate.
FONAR
CORPORATION AND SUBSIDIARIES
Our
management conducted an evaluation of the effectiveness of our internal control over financial reporting based on the framework in Internal
Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO-2013). Based on this
evaluation, our management concluded that our internal control over financial reporting was effective at June 30, 2021.
Based
on the COSO criteria, management concluded that our internal controls were effective to prevent material misstatements of the Company’s
annual or interim financial statements.
Changes
in Internal Controls over Financial Reporting
There
have been no changes in our internal control over financial reporting (as defined in Rule 13a-15(f) under the Exchange Act) during the
most recent fiscal quarter and year ended June 30, 2021 that has materially affected, or is reasonably likely to materially affect, our
internal control over financial reporting.
Item
9B. OTHER INFORMATION
None.
PART
III
ITEM
10. DIRECTORS AND EXECUTIVE OFFICERS.
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: Charles N. O’Data, Ronald G. Lehman and Richard E. Turk.
The outside directors also serve as the members of the audit committee, which is a standing committee of the board of directors having
a charter describing its responsibilities. Mr. O’Data has been designated as the audit committee financial expert.. Mr. Lehman
would also qualify as an audit committee financial expert, and has acted in Mr. O’Data’s place when Mr. O’Data is unavailable
to do so. His relevant experience is described in his biographical information.
FONAR
CORPORATION AND SUBSIDIARIES
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:
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.
Raymond
V. Damadian |
85 |
Chairman
of the Board of Directors, Director, Principal Financial Officer, Treasurer |
Timothy
R. Damadian |
57 |
President,
Chief Executive Officer |
Luciano
B. Bonanni |
66 |
Executive
Vice President and Chief Operating Officer |
Claudette
J.V. Chan |
83 |
Director |
Charles
N. O’Data |
85 |
Director |
Ronald
J. Lehman |
45 |
Director |
Richard
E. Turk |
37 |
Director |
Raymond
V. Damadian, M.D. has been the Chairman of the Board since its inception in 1978 and Treasurer since February, 2001. Up until February
11, 2016, Dr. Damadian also served as the President and Chief Executive Officer of Fonar. 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. He 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. He is a 1988
recipient of the National Medal of Technology. In 1989 he 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 Health Management Corporation of America (“HMCA”),
and a Manager of Health Diagnostics Management, LLC (“HDM”) which three entities are subsidiaries of Fonar. Raymmond Damadian
is the father of Timothy Damadian and the brother of Claudette J.V. Chan.
FONAR
CORPORATION AND SUBSIDIARIES
Timothy
Damadian has been the President and Chief Executive Officer of Fonar since February 11, 2016. From 2010 to 2016 he served as an independent
consultant, with a focus on the Company’s MRI facility management business. Timothy Damadian began his career at Fonar in 1985,
installing MRI scanners and components for Fonar customers. Over the course of the following 16 years, he held positions of increasing
authority, eventually becoming Vice President of Operations. In 1997, Timothy Damadian was appointed President of the newly formed Health
Management Corporation of America (HMCA), a wholly-owned subsidiary of Fonar that was formed to manage medical and diagnostic imaging
offices. In 2001, Timothy Damadian left Fonar to form Integrity Healthcare Management, Inc., a diagnostic imaging management company
that would eventually manage 11 MRI scanning centers in New York and Florida. The company was a success and was sold to Health Diagnostics,
LLC in 2007. Mr. Damadian returned to Fonar as a consultant in 2010. He also serves as a Manager of Health Diagnostics Management, LLC,
which are subsidiaries of HMCA. Timothy Damadian is the son Dr. Damadian and nephew of Claudette J.V. Chan.
Luciano
B. Bonanni has served as Chief Operating Officer (COO) and Executive Vice President (EVP) for Fonar Corporation since June 27, 2016.
Prior to his appointment as COO, Mr. Bonanni had served the Company as Vice President since 1989, during which time he oversaw general
operations, research and development, manufacturing, service, sales, finance, accounting and regulatory compliance. Prior to 1989, Mr.
Bonanni held the title of Vice President of Production and Engineering from the time of Fonar’s initial public offering in 1981.
Mr. Bonanni joined the Company as an electrical engineer in 1978. He holds a Bachelor of Electrical Engineering degree from Manhattan
College.
Claudette
J.V. Chan has been a Director of Fonar since October 1987 and Secretary of Fonar since January 2008. 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. From approximately 1983 to 1989, Mrs. Chan was President
of the Claudette Penot Collection, a retail mail-order business specializing in women’s apparel and gifts. 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 and aunt of Timothy Damadian.
FONAR
CORPORATION AND SUBSIDIARIES
Charles
N. O’Data has been a Director of Fonar since February 1998. From 1961 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 26 years, three as its Chair. Mr. O’Data also served on the board of Amerinet, 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.
Ronald
G. Lehman has been a Director of Fonar since April, 2012, when he was unanimously appointed by the remaining four Directors to fill the
vacancy resulting from the death of former Director Robert Djerejian. From October, 2009 to the present, Mr. Lehman has served as Managing
Director of Investment Banking with Bruderman Brothers, LLC, a private New York-based broker-dealer registered with the Securities and
Exchange Commission and which is a member of the Financial Industry Regulatory Authority (FINRA) and the Securities Investor Protection
Corporation (SIPC). Mr. Lehman directly manages all facets of the firm’s transaction processes, from deal origination, to sourcing
capital, to negotiating deal structures, through documentation and closing. The firm provides buy and sell-side advisory, capital raising,
and consulting services to lower middle-market companies. Mr. Lehman specializes in advising healthcare services companies and has recently
completed several recapitalizations in the industry. He also participates in the firm’s merchant banking investments and oversees
many of these assignments. From May, 2008 to October, 2009, Mr. Lehman served as Senior Vice President of Acquisitions at Health Diagnostics,
LLC, where he managed the company’s acquisition and corporate finance activities. From March, 2000 to May, 2008, Mr. Lehman worked
for various Bruderman entities as a buy and sell-side advisor and as a principal in several private equity transactions. From September,
1998 to March, 2000, Mr. Lehman worked at Deutsche Bank Securities, Inc. and last held the position of Associate in their Global Custody
Group. Mr. Lehman graduated from Columbia University with a B.A. in 1998.
FONAR
CORPORATION AND SUBSIDIARIES
Richard
E. Turk has been a Director of Fonar since June, 2020, when he was appointed to fill the vacancies on the Board of Directors and Audit
Committee of the Board of Directors resulting from the death of his predecessor, Robert J. Janoff. Mr. Turk is the Chief Development
Officer of PRISM Vision Group, a private equity-backed, multi-location, outpatient comprehensive eye care practice headquartered in Union,
New Jersey. Since joining PRISM in November, 2018, Mr. Turk has helped source, analyze, and complete 12 acquisitions. He spearheaded
growth efforts that helped PRISM expand from a single-speciality (retina) provider with 17 locations and 21 physicians to a comprehensive,
vertically-integrated, multi-specialty, eye care organization with approximately 90 physicians and more than 50 locations across New
Jersey, Pennsylvania, Delaware and Maryland. Prior to his tenure at PRISM, Mr. Turk was employed by Professional Physical Therapy, a
private equity-backed outpatient physical and occupational therapy company headquartered in Uniondale, New Jersey with more than 180
locations across New York, New Jersey, Connecticut, Massachusetts and New Hampshire. During his four years at Professional Physical Therapy,
Mr. Turk sourced, analyzed, and completed 32 acquisitions comprised of 116 clinics, expanding the company’s services and adding
three states. From 2007 to 2014, Mr. Turk was employed by Bruderman Brothers, a broker dealer involved in investment banking, merchant
banking, investment advisory, and consulting for lower middle market companies ($10M-$250M of enterprise value) in a variety of industries,
including healthcare. Mr. Turk was Vice President of Bruderman Brothers from 2011 to 2014. Mr. Turk graduated from Columbia University
with a B.A. in American History in 2007.
ITEM
11. EXECUTIVE COMPENSATION.
With
the exception of the Chief Executive Officer and the Chairman of the Board of Directors, the compensation of the Company’s executive
officers is based on a combination of salary and bonuses based on performance. The Chairman of the Board’s compensation consists
of a salary. The Chief Executive Officer and the Chairman of the Board have no understandings with the Company with respect to bonuses,
options or other incentives; they are not subject to our general policy later discussed.
The
Board of Directors does not have a compensation Committee. Dr. Raymond V. Damadian, Chairman of the Board, controls over 50% of the voting
power of our capital stock. Dr. Damadian is both an executive officer and a member of the Board of Directors. Dr. Damadian, the Chief
Executive Officer and the Chief Operating Officer, participate in the determination of compensation for the Company’s management
and other employees.
The
Board of Directors has established an audit committee. The members of the committee are Charles N. O’Data, Ronald G. Lehman and
Richard E. Turk.
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.
FONAR
CORPORATION AND SUBSIDIARIES
There
is set forth in the following Summary Compensation Table the compensation provided by us during fiscal 2021, 2020 and 2019 to our Principal
Executive Officer, and our acting Principal Financial Officer. There is set forth in the following Outstanding Equity Awards Table and
Director Compensation Table the required information.
I.
SUMMARY COMPENSATION TABLE
Name
and All Other Principal Position | |
Year | |
Salary
($) | |
Cash
Bonuses
($) | |
Stock
Awards
($) | |
Total
Compensation ($) |
(a) | |
(b) | |
(c) | |
(d) | |
|
(e) | |
(f) |
Timothy
R. Damadian | |
| 2021 | | |
$ | 0 | | |
$ | 155,800 | | |
$ |
0 | |
$ | 155,800 | |
President,
Principal | |
| 2020 | | |
$ | 0 | | |
$ | 0 | | |
$ |
0 | |
$ | 0 | |
Executive
Officer | |
| 2019 | | |
$ | 0 | | |
$ | 155,800 | | |
$ |
0 | |
$ | 155,800 | |
| |
| | | |
| | | |
| | | |
|
| |
| | |
Raymond
V. Damadian | |
| 2021 | | |
$ | 153,095 | | |
$ | 305,800 | | |
$ |
0 | |
$ | 458,895 | |
Chairman
of the Board, | |
| 2020 | | |
$ | 153,095 | | |
$ | 0 | | |
$ |
0 | |
$ | 153,095 | |
Treasurer
and | |
| 2019 | | |
$ | 153,095 | | |
$ | 305,800 | | |
$ |
0 | |
$ | 458,895 | |
Principal
Financial Officer | |
| | | |
| | | |
| | | |
|
| |
| | |
| |
| | | |
| | | |
| | | |
|
| |
| | |
Luciano
Bonanni | |
| 2021 | | |
$ | 146,038 | | |
$ | 0 | | |
$ |
152,931 | |
$ | 298,969 | |
Chief
Operating Officer and | |
| 2020 | | |
$ | 146,496 | | |
$ | 0 | | |
$ |
152,902 | |
$ | 299,398 | |
Executive
Vice President | |
| 2019 | | |
$ | 145,672 | | |
$ | 0 | | |
$ |
152,740 | |
$ | 305,565 | |
II.
OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END
Name | |
Number
Of Securities Underlying Unexercised Options (#) Exercisable | |
Option
Exercise Price ($) | |
Option
Exercise Expiration Date |
| |
(a) | |
(b) | |
(c) |
Timothy
R. Damadian, President and Principal Executive Officer | |
| 0 | | |
| 0 | | |
| N/A | |
Raymond
V. Damadian, Chairman of the Board, Treasurer and Principal Financial Officer | |
| 0 | | |
| 0 | | |
| N/A | |
Luciano
Bonanni, Chief Operating Officer and Executive Vice President | |
| 0 | | |
| 0 | | |
| N/A | |
FONAR
CORPORATION AND SUBSIDIARIES
III.
DIRECTOR COMPENSATION
Name | |
Fees
Earned or Paid in Cash ($) | |
Total
($) |
Raymond
V. Damadian | |
$ | 0 | | |
$ | 0 | |
Claudette
J.V. Chan | |
$ | 20,000 | | |
$ | 20,000 | |
Robert
J. Janoff (deceased) | |
$ | 20,000 | | |
$ | 20,000 | |
Charles
N. O’Data | |
$ | 20,000 | | |
$ | 20,000 | |
Ronald
G. Lehman | |
$ | 20,000 | | |
$ | 20,000 | |
Richard
E. Turk | |
$ | 20,000 | | |
$ | 20,000 | |
EMPLOYEE
COMPENSATION PLANS
Fonar’s
2005 Incentive Stock Option Plan, adopted on February 15, 2005, was 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 issued 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 terminated on February 14, 2015.
Fonar
adopted its 2010 Stock Bonus Plan, on June 28, 2010. This Plan permits Fonar to issue an aggregate of 2,000,000 shares of common stock
of Fonar as bonus or compensation. As of June 30, 2021, 450,177 shares were available for issuance.
FONAR
CORPORATION AND SUBSIDIARIES
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
1, 2021.
Name
and Address of Beneficial Owner (1) | |
Shares
Beneficially Owned | |
Percent
of Class |
Raymond
V. Damadian, M.D. | |
| | | |
| | |
c/o
Fonar Corporation, Melville, New York | |
| | | |
| | |
Director
and Treasurer | |
| | | |
| | |
5%
+ Stockholder | |
| | | |
| | |
Common
Stock | |
| 121,402 | | |
| 1.85 | % |
Class
C Stock | |
| 382,447 | | |
| 99.98 | % |
Class
A Preferred | |
| 19,093 | | |
| 6.09 | % |
| |
| | | |
| | |
Kayne
Anderson Rudnick | |
| | | |
| | |
Investment
Management LLC | |
| | | |
| | |
1800
Avenue of the Stars, 2nd Floor | |
| | | |
| | |
Los
Angeles, CA 90067 | |
| | | |
| | |
Common
Stock | |
| 788,513 | | |
| 12.03 | % |
| |
| | | |
| | |
Renaissance
Technologies LLC | |
| | | |
| | |
Renaissance
Technologies Holding | |
| | | |
| | |
Corporation | |
| | | |
| | |
800
Third Avenue | |
| | | |
| | |
New
York, New York 10022 | |
| | | |
| | |
Common
Stock | |
| 489,816 | | |
| 7.47 | % |
| |
| | | |
| | |
Dimensional
Fund Advisors LP | |
| | | |
| | |
Building
One | |
| | | |
| | |
6300
Bee Cave Road | |
| | | |
| | |
Austin,
Texas 78746 | |
| | | |
| | |
Common
Stock | |
| 404,018 | | |
| 6.16 | % |
FONAR
CORPORATION AND SUBSIDIARIES
Continued:
Name
and Address of Beneficial Owner (1) | |
Shares
Beneficially Owned | |
Percent
of Class |
Timothy
R. Damadian, | |
| | | |
| | |
President
and Chief Executive Officer | |
| | | |
| | |
Common
Stock | |
| 38,000 | | |
| | * |
Class
A Preferred | |
| 800 | | |
| | * |
| |
| | | |
| | |
Luciano
B. Bonanni, | |
| | | |
| | |
Executive
Vice President | |
| | | |
| | |
And
Chief Operating Officer | |
| | | |
| | |
Common
Stock | |
| 49,726 | | |
| | * |
Class
A Preferred | |
| 1,285 | | |
| | * |
| |
| | | |
| | |
Claudette
Chan | |
| | | |
| | |
Director
and Secretary | |
| | | |
| | |
Common
Stock | |
| 106 | | |
| | * |
Class
A Preferred | |
| 32 | | |
| | * |
| |
| | | |
| | |
Charles
N. O’Data | |
| | | |
| | |
Director | |
| | | |
| | |
Common
Stock | |
| 658 | | |
| | * |
| |
| | | |
| | |
Ronald
G. Lehman | |
| | | |
| | |
Director | |
| | | |
| | |
Common
Stock | |
| 4,330 | | |
| | * |
| |
| | | |
| | |
Richard
E. Turk | |
| | | |
| | |
Director | |
| | | |
| | |
Common
Stock | |
| 0 | | |
| | * |
| |
| | | |
| | |
All
Officers and Directors | |
| | | |
| | |
as
a Group (7 persons) | |
| | | |
| | |
Common
Stock | |
| 209,892 | | |
| 3.20 | % |
Class
C Stock | |
| 382,447 | | |
| 99.98 | % |
Class
A Preferred | |
| 21,210 | | |
| 6.77 | % |
*
Less than one percent
1.
Address provided for each beneficial owner owning more than five percent of the voting securities of Fonar.
FONAR
CORPORATION AND SUBSIDIARIES
ITEM
13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE.
Pursuant
to HMCA’s management agreements with its clients, HMCA provides comprehensive non-medical management and administrative services,
including billing and collection of accounts, payroll and accounts payable processing, office facilities, supplies and utilities. Under
the management agreements, HMCA also provides service for the Fonar Upright® MRI scanners through Fonar. In total, as of September
15, 2021, 22 of our clients had management agreements with HMCA. Five sites in Florida are owned and operated directly by HMCA subsidiaries.
The
fees charged under the management agreements are flat fees charged on a monthly basis. These fees ranged from $77,000 to $530,000 per
month in fiscal 2021.
Dr.
Raymond Damadian, the Chairman of the Board and principal stockholder of the Company, owns three of the imaging facilities in Florida
managed by HMCA. The facilities owned by Dr. Damadian in Florida paid HMCA flat rate monthly fees ranging from $258,035 to $347,881 per
month during fiscal 2021. These fees are renegotiable on an annual basis.
During
the fiscal years ended June 30, 2021 and June 30, 2020, the net revenues received by HMCA from the imaging facilities owned by Dr. Damadian
were approximately $11.0 million, and $10.2 million respectively.
Dr.
Damadian owns a .75% interest in Health Management Company of America’s Class A membership interests. Dr. Damadian is also a Manager
of Health Management Company of America.
Timothy
Damadian, the President and Chief Executive Officer of Fonar, is one of the owners of a billing company, which performs billing and collection
services for HMCA with respect to No-Fault and Workers’ Compensation claims of HMCA’s clients. The monthly fee charged to
HMCA is $85,000. These services were terminated on January 1, 2021.
On
June 1, 2017, the Company also entered into a one year renewable agreement to provide IT services to the billing company for a monthly
fee of $23,884. Timothy Damadian is also a Manager of Health Management Company of America. The agreement was renewed on June 1, 2020
and June 1, 2021.
Ronald
Lehman, a Director of Fonar, holds a .0378% interest in Health Management Company of America’s Class A membership interests.
Claudette
J.V. Chan, a Director and the Secretary of Fonar, owns a .0378% interest in Health Management Company of America’s Class A Membership
interests.
FONAR
CORPORATION AND SUBSIDIARIES
ITEM
14. PRINCIPAL ACCOUNTING FEES AND SERVICES.
Audit
Fees
The
aggregate fees billed by Marcum LLP for the audit of our annual consolidated financial statements for the fiscal year ended June 30,
2021 and the reviews of the financial statements included in our Forms 10-Q for the fiscal year ended June 30, 2021 were $345,000.
The
aggregate fees billed by Marcum LLP for the audit of our annual financial statements for the fiscal year ended June 30, 2020 and the
reviews of the financial statements included in our Forms 10-Q for the fiscal year ended June 30, 2020 were $409,000.
Audit
Related Fees
No
fees were billed by Marcum LLP for the fiscal years ended June 30, 2021 or June 30, 2020 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 LLP for the fiscal years ended June 30, 2020 or June 30, 2019 for designing, operating, supervising or implementing
any of our financial information systems or any hardware or software systems for our financial information
Tax
Fees
No
fees were billed by Marcum LLP for tax compliance, tax advice and tax planning in the fiscal year ended June 30, 2021.
No
fees billed by Marcum LLP for tax compliance, tax advice and tax planning in the fiscal year ended June 30, 2020.
All
Other Fees
No
fees were billed by Marcum LLP for any other services during the fiscal years ended June 30, 2021 and June 30, 2020.
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 LLP of services in addition to audit services in previous years were compatible
with maintaining their independence.
FONAR
CORPORATION AND SUBSIDIARIES
PART
IV
ITEM
15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K.
a)
FINANCIAL STATEMENTS AND SCHEDULES
The
following consolidated financial statements are included in Part II, Item 8.
Report
of Independent Registered Public Accounting Firm
Consolidated
Balance Sheets as at June 30, 2021 and 2020.
Consolidated
Statements of Income for the Years Ended June 30, 2021 and 2020.
Consolidated
Statements of Stockholders’ Equity for the Years Ended June 30, 2021 and 2020.
Consolidated
Statements of Cash Flows for the Years Ended June 30, 2021 and 2020 .
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
1.
Registrant’s Report on Form 8-K containing the Company’s Earnings Report for Fiscal Year 2020, September 28, 2021. Commission
File No. 0-10248.
2.
Registrant’s Report on Form 8-K reporting the results of the election of directors and selection of auditors at the annual meeting
of stockholders. May 28, 2021. Commission File No. 0-10248.
3.
Registrant’s Report on Form 8-K filed on May 14, 2021, Item 2.02: Results of Operations and Financial Condition for the fiscal
quarter ended March 31, 2021.
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.
FONAR
CORPORATION AND SUBSIDIARIES
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
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.
10.3
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.
10.4
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.
10.5
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.
10.6
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.
10.7
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.
10.8
Partnership Interest Purchase Agreement dated September 29, 2008 by and between Diagnostic Management, LLC and Raymond V. Damadian, M.D.
MR Scanning Centers Management Company, incorporated by reference to Exhibit 10.35 to Form 10-K for the fiscal year ended June 30, 2008.
Commission File No. 0-10248.
10.9
2010 Stock Bonus Plan, incorporated by reference to Exhibit 99.1 to the Registrant’s registration statement on Form S-8, Commission
File No. 333-168771.
10.10
Operating Agreement for Imperial Management Services, LLC, incorporated by reference to Exhibit 10.37 to Form 10-K for the fiscal year
ended June 30, 2011. Commission File No. 0-10248.
10.11
Operating Agreement for Health Diagnostics Management, LLC, incorporated by reference to Exhibit 10.38 to Form 10-K for the fiscal year
ended June 30, 2013. Commission File No. 0-10248.
10.12
Modification to Operating Agreement for Health Diagnostics Management, LLC., See Exhibits. incorporated by reference to Exhibit 10.38
to Form 10-K for the fiscal year ended June 30, 2013. Commission File No. 0-10248.
FONAR
CORPORATION AND SUBSIDIARIES
10.13
Purchase Agreement dated March 5, 2013 among Health Diagnostics Management, LLC, Health Diagnostics, LLC and others. Incorporated by
reference to Exhibit 10.1 to the Registrant’s Form 8-K filed March 11, 2013. 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 Firms Report. See Exhibits.
31.1 Section 302 Certification. See Exhibits.
32.1 Section 906 Certification. See Exhibits.
SIGNATURES.
Pursuant
to the requirements of Section 13 or 15 (d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be
signed on its behalf by the undersigned, thereunto duly authorized.
|
FONAR
CORPORATION |
Dated:
October 12, 2021 |
|
|
By:
|
/s/Timothy
R. Damadian |
|
|
Timothy
R. Damadian, President |
|
|
and
Principal Executive Officer |
|
|
|
By: |
/s/Raymond
V. Damadian |
|
|
Raymond
V. Damadian, Principal |
|
|
Financial
Officer, Chairman of |
|
|
the
Board and Treasurer |
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 V. Damadian Raymond V. Damadian |
|
Chairman
of the Board of Directors, Director, Principal Financial Officer, Treasurer |
|
October
12, 2021 |
|
|
|
|
|
/s/Claudette
J.V. Chan |
|
Director |
|
October
12, 2021 |
Claudette
J.V. Chan |
|
|
|
|
|
|
|
|
|
/s/Charles
N. O’Data |
|
Director |
|
October
12, 2021 |
Charles
N. O’Data |
|
|
|
|
|
|
|
|
|
/s/Ronald
G. Lehman |
|
Director |
|
October
12, 2021 |
Ronald
G. Lehman |
|
|
|
|
|
|
|
|
|
/s/Richard
E. Turk |
|
Director |
|
October
12, 2021 |
Richard
E. Turk |
|
|
|
|
CORPORATE INFORMATION
Corporate Headquarters
110 Marcus Drive
Melville, NY 11747
(631) 694-2929
Investor Relations
FONAR Corporation
110 Marcus Drive
Melville, NY 11747
(631) 694-2929
Stock Transfer Agency
Computershare
211 Quality Circle, Suite 210
College Station, TX 77845
Shareholder Services Number 800 962 4284
Investor Centre™ portal: www.computershare.com/investor
Auditors
Marcum LLP
New York, New York
Board of Directors
Raymond V. Damadian, M.D.
Chairman of the Board
Claudette J.V. Chan
Director
Ronald G. Lehman
Director
Richard E. Turk
Director
John Collins
Director
Officers
Timothy R. Damadian
President and Chief Executive Officer
Raymond V. Damadian, M.D.
Chairman of the Board and Treasurer
Luciano B. Bonanni
Executive Vice President and Chief Operating Officer
Claudette J.V. Chan
Secretary
Fonar (NASDAQ:FONR)
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