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UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the Securities Act of 1934
Date
of Report (Date of earliest event reported): March
31, 2024

FONAR
CORPORATION
______________________________________________________
(Exact
name of registrant as specified in its charter)
Delaware | |
0-10248 | |
11-2464137 |
(State
or other jurisdiction of incorporation) | |
(Commission
File Number) | |
(I.R.S.
Employer Identification No.) |
| |
| |
|
| |
110
Marcus Drive,
Melville,
New
York 11747
(631)
694-2929 | |
|
| |
(Address,
including zip code, and telephone number of registrant's principal executive office) | |
|
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under
any of the following provisions (see General Instruction A.2. below):
[
] Written
communications pursuant to Rule 425 under the Securities Act 17 CFR 230.425)
[
] Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
[
] Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[
] Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)
Securities
registered pursuant to Section 12(b) of the Act.
Title
of each class | |
Trading
symbol(s) | |
Name
of each exchange on which registered |
Common
Stock, $.0001 par value | |
FONR | |
Nasdaq
Stock Exchange |
Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). [ ]
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. [ ]
Item
2.02(a) Results of Operations and Financial Condition.
We
reported the results of operations and financial condition of the Company for the 3rd Quarter of Fiscal 2024 which ended March 31,
2024 in a press release dated May 15, 2024.
Exhibits:
99.1 Press Release dated May 15, 2024.
SIGNATURES
Pursuant
to the requirements of the Securities and Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.
FONAR
CORPORATION
(Registrant)
-------------------------------------------
By
/s/ Timothy R. Damadian
Timothy
R. Damadian
President
and CEO
Dated:
May 16, 2024
NEWS |
 |
Fonar
Corporation |
For
Immediate Release |
|
The
Inventor of MR Scanning™ |
Contact:
Daniel Culver |
|
An
ISO 9001 Company |
Director
of Communications |
|
Melville,
New York 11747 |
E-mail:
investor@fonar.com |
|
Phone:
(631) 694-2929 |
www.fonar.com |
|
Fax:
(631) 390-1772 |
FONAR
ANNOUNCES FISCAL 2024 FINANCIAL RESULTS FOR
3RD QUARTER AND NINE-MONTH PERIOD
| · | Total
MRI scan volume at the HMCA-managed sites increased 11% to 154,790 scans for the nine-month
period ended March 31, 2024 as compared to the nine-month period ended
March 31, 2023. |
| · | Net
Income increased 25% to $12.5 million for the nine-month period ended March 31, 2024 as compared
to the nine-month period ended March 31, 2023. |
| · | Income
from Operations for the nine-month period ended March 31, 2024 increased 24% to $15.2 million
as compared to the nine-month period ended March 31,
2023. |
| · | Diluted
Net Income Per Common Share Available to Common Stockholders increased 21% to $1.40 for
the nine-month period ended March 31, 2024 as compared to the nine-month period ended
March 31, 2023. |
| · | Total
Revenues-Net increased 6% to $76.9 million for the nine-month period ended March 31, 2024
as compared to the nine-month period ended March 31, 2023. |
| · | Total
Cash, Cash Equivalents and Short-Term Investments increased 5% to $54.1 million at March
31, 2024 as compared to June 30, 2023. |
| · | Net
Book Value per Common Share increased 8% to $24.82 at March 31, 2024 as compared to the same
period one year earlier. |
MELVILLE,
NEW YORK, May 15, 2024 - FONAR Corporation (NASDAQ-FONR), The Inventor of MR Scanning™ reported today its financial results for
the 3rd fiscal 2024 quarter and nine-month period ended March 31, 2024. FONAR’s primary source of income and growth is attributable
to its diagnostic imaging management subsidiary, Health Management Company of America (HMCA). In 2009, HMCA managed 9 MRI scanners. Currently,
HMCA manages 42 MRI scanners.
Operating
Results
Total
Revenues-Net for the nine-month period ended March 31, 2024 increased 6% to $76.9 million as compared to $72.9 million for the nine-month
period ended March 31, 2023. Total Revenues-Net for the quarter ended March 31, 2024 increased 1% to $25.7 million as compared to $25.4
million for the quarter ended March 31, 2023.
Income
From Operations for the nine-month period ended March 31, 2024 increased 24% to $15.2 million as compared to $12.3 million for the nine-month
period ended March 31, 2023. Income From Operations for the quarter ended March 31, 2024 decreased 10% to $3.7 million as compared to
$4.2 million for the quarter ended March 31, 2023.
Income
before provision for income taxes and noncontrolling interests for the nine-month period ended March 31, 2024 increased 35% to $17.3
million as compared to $12.8 million for the nine-month period ended March 31, 2023. Income before provision for income taxes and noncontrolling
interests for the quarter ended March 31, 2024 decreased 4% to $4.3 million as compared to $4.5 million for the quarter ended March 31,
2023.
Net
Income for the nine-month period ended March 31, 2024 increased 25% to $12.5 million as compared to $9.9 million for the nine-month period
ended March 31, 2023. Net Income for the quarter ended March 31, 2024 decreased 45% to $2.5 million as compared to $4.5 million for the
quarter ended March 31, 2023.
Diluted
Net Income Per Common Share Available to Common Stockholders for the nine-month period ended March 31, 2024 increased 21% to $1.40 as
compared to $1.16 for the nine-month period ended March 31, 2023. Diluted Net Income per Common Share Available to Common Stockholders
decreased 51% to $0.27 for the quarter ended March 31, 2024 as compared to $0.55 for the quarter ended March 31, 2023.
Total
Costs and Expenses for the nine-month period ended March 31, 2024 were $61.7 million and for the nine-month period ended March 31, 2023
were $60.6 million. Total Costs and Expenses were $21.9 million for the quarter ended March 31, 2024 and $21.3 million for the quarter
ended March 31, 2023.
Selling,
general & administrative costs (SG&A) decreased 10% to $18.0 million for the nine-month period ended March 31, 2024 as compared
to $20.1 million for the nine-month period ended March 31, 2023. SG&A increased 6% to $7.6 million for the quarter ended March 31,
2024 as compared to $7.1 million for the quarter ended March 31, 2023.
Balance
Sheet Items
Total
Cash and Cash Equivalents and Short-Term Investments at March 31, 2024 were $54.1 million as compared to the $51.3 million at June 30,
2023.
Total
Assets at March 31, 2024 were $209.6 million as compared to $200.1 million at June 30, 2023.
Total
Liabilities at March 31, 2024 were $52.6 million as compared to $49.8 million at June 30, 2023.
The
ratio of Total Assets / Total Liabilities was 4.0 at March 31, 2024 and June 30, 2023.
Total
Current Assets at March 31, 2024 were $135.8 million as compared to $125.7 million at June 30, 2023.
Total
Current Liabilities at March 31, 2024 were $14.5 million as compared to $15.6 million at June 30, 2023.
Total
Stockholders Equity at March 31, 2024 was $157.0 million as compared to $150.8 million at June 30, 2023.
The
Current Ratio (Current Assets / Current Liabilities) increased 16% to 9.37 as compared to 8.04 at June 30, 2023.
Working
Capital increased 10% to $121.3 million at March 31, 2024 as compared to $110.0 million at June 30, 2023.
Net
Book Value per Common Share increased 8% to $24.82 at March 31, 2024 as compared to $23.04 at March 31, 2023, one year ago.
Cash
Flow Statement Item
Net
Cash Provided by Operating Activities was $9.5 million for the nine-month period ended March 31, 2024 as compared to $10.1 million at
March 31, 2023.
Management
Discussion
Timothy
Damadian, president and CEO of FONAR, said, “Last quarter, I reported that the total scan volume at HMCA-managed MRI centers was
51,246, a new record for the Company. Today I am pleased to report that the scan volume in the third quarter of Fiscal 2024 was 52,800,
setting yet another quarterly record. This new record is 3.0% higher than that of the previous quarter, and 6.8% higher than the scan
volume in the corresponding quarter of Fiscal 2023 (49,452).”
“I’m
very pleased with back-to-back record quarterly scan volumes at the HMCA-managed sites. Now that the prolonged periods of reduced business
hours as the result of COVID-related staffing shortages, particularly among MRI technologists, are largely behind us, I believe the Company
has once again hit its stride. Fiscal 2024 continues to be very promising for the Company. The total scan volume in the first nine months
was a record 154,790, 11.1% higher than that of the corresponding nine months of Fiscal 2023. The opening of a new Stand-Up MRI center
in Casselberry, Florida and another in the Bronx, New York account for 19% of the total increase in scan volume.”
“One
major reason for the increase in scan volume at HMCA-managed sites is the employment of SwiftMR™, a product of AIRS Medical that
enhances the quality of MRI images and enables shorter exam times. SwiftMR™ is basically a software product that de-noises and
sharpens already completed MRI images. The results are very impressive.”
“Patients
naturally prefer shorter scan times, which can be significantly reduced, thanks to SwiftMR™. While it may seem counter-intuitive,
reducing the time of an MRI scan, in and of itself, actually improves image quality.” Mr. Damadian explained, “Patient motion
is a major problem for any MRI scanner, because it causes artifacts, such as blurring, in the images. And, of course, the longer the
patient is in the MRI scanner, the more the motion. So, shorter exam times mean less patient motion, thereby improving image quality.’
“Radiologists
and referring physicians are very pleased with the improvements in image quality, and the owners of the HMCA-managed centers are benefiting
from both the increase in patient referrals and the ability to scan more patients per hour. SwiftMR™ is an across-the-board win
for the Company.”
Mr.
Damadian continued, “Our ongoing growth strategy is to install second or even third MRI scanners in facilities when the demand
for MRIs approaches their scanning capacities, or where the introduction of high-field MRI technology is expected to increase referrals
from their existing referral bases and also from physicians outside their referral bases who will embrace the new technology. We also
seek to establish new locations or to acquire existing centers that will enhance our existing networks and increase their profitability.
Currently, we manage 42 MRI scanners, 25 in New York and 17 in Florida.”
“I
would also like to report that pursuant to our September 13, 2022 announcement of a FONAR stock repurchase plan of up to $9 million,
the Company has, as of March 31, 2024, repurchased 218,656 shares at a cost of $3,644,101. FONAR is limited by the manner, timing, price,
and volume restrictions of its share repurchases as prescribed in the safe harbor provisions of Rule 10b-18.”
Mr.
Damadian concluded, “I remain grateful for our management team and all the HCMA employees whose hard work and commitment have made
the Company successful.”
FONAR
Historic Legacy
On
February 5, 1974, Raymond V. Damadian, M.D., was awarded the patent titled “APPARATUS AND METHOD FOR DETECTING CANCER IN TISSUE,”
USPTO# 3,789,832. Often referred to as ‘The Cancer Detection Patent,’ it was the first MRI patent, one that birthed an industry
that has benefitted millions of people around the world. Today there are several thousands of patents in MRI. This year is the 50th Anniversary
for that patent.
The
patent, issued on February 5, 1974, was based on Dr. Damadian’s 1970 discovery that there
are dramatic differences in the characteristic nuclear magnetic resonance (NMR) parameters known as T1 and T2 between healthy and cancerous
tissues, as well as between one type of healthy tissue and another. It is precisely these differences that provide the extraordinary
tissue contrast and anatomical detail in today's MRI images. Dr. Damadian had reported his discovery in the March 1971 peer-reviewed
Journal “Science.”
The
patent abstract says: “An apparatus and method in which a tissue sample positioned in a nuclear induction apparatus (magnet) whereby
selected nuclei are energized from their equilibrium states to higher energy states through nuclear magnetic resonance (NMR). By measuring
the spin-lattice relaxation time (T1) and the spin-spin relaxation time (T2) as the energized nuclei return to their equilibrium states,
and then comparing these relaxation times with their respective values for known normal and malignant tissue, an indication of the presence
and degree of malignancy of cancerous tissue can be obtained.”

After
Dr. Damadian and his colleagues built the world’s first whole-body MRI scanner, which produced the world’s first MRI scan
in July 1977, his next step was to commercialize his discovery by starting a company. He spearheaded an effort that raised $2.5 million
by 1980, putting the company on a path to its success. Key to persuading those early investors, who wished to prosper from the success
of their investment, was that this new company owned ‘The Cancer Detection Patent.’
The
company, eventually named FONAR, sold and installed the first-ever commercial MRI in 1980. Soon thereafter other companies began to sell
and install their own MRI scanners. Just as FONAR MRI scanners rested entirely on ‘The Cancer Detection Patent,’ so did theirs,
triggering FONAR’s seventeen-year battle to protect it.
On
October 7, 1982, the company and Dr. Damadian commenced legal action against Johnson & Johnson, Inc. and a subsidiary before the
U.S. District Court for the District of Massachusetts, alleging their infringement upon the ‘The Cancer Detection Patent.’
A trial began in October 1985 and concluded in November 1985. The jury found the defendants guilty of infringement.
However,
on January 31, 1986, the trial judge found that the defendants had not infringed upon the patent because their scanners plotted various
T1 and T2 signals to make an MR (Magnetic Resonance) image as opposed to the method in the patent that indicated identifying “standard”
T1 and T2 signals which would be used to ‘spot’ cancer. After an appeal, the U.S. Court of Appeals for the Federal Circuit
agreed with the trial judge, dashing Dr. Damadian’s right to protect his intellectual property.
Nevertheless,
many held Dr. Damadian’s accomplishments and ‘The Cancer Detection Patent’ in high regard. On February 12, 1989, Dr.
Damadian was inducted into the National Inventors Hall of Fame “for his independent contributions in conceiving and developing
the application of magnetic resonance technology to medical uses including whole body scanning and diagnostic imaging.” Among those
offering congratulations was President George Bush. Other members of the National Inventors Hall of Fame include Thomas Edison, Nicolai
Tesla, Henry Ford and Cyrus McCormick.
On
September 2, 1992, Fonar Corporation initiated legal action to enforce its patent rights, filing suit against General Electric and Hitachi
for their impingement of ‘The Cancer Detection Patent’ and three other MRI patents. The MRI was no longer in its infancy
and much research had been done. A 1987 peer-reviewed journal article by General Electric scientists provided new data to support how
T1 and T2 MR Images supported the ‘The Cancer Detection Patent’ claims that there are standards that the MRI scanners used,
providing hope that this time Dr. Damadian’s patent would be successful.
The
trial began in February 1995 and on May 19, 1995, a jury rendered a verdict in FONAR’s favor
for two of the patents, including ‘The Cancer Detection Patent.’ A week later the jury awarded the Company $110.6 million
for damages for the infringement of the two MRI patents.
On
September 30, 1995, Judge Leonard D. Wexler, U.S. District Court for the Eastern District of New York, ruled on the two patents. He agreed
with the jury’s findings that one patent was valid and infringed. He set aside ‘The Cancer Detection Patent’ for the
same reason as had the previous trial judge. Both sides appealed to the U.S. Court of Appeals.
On
February 25, 1997, FONAR received the news from the U.S. Court of Appeals. ‘The Cancer Detection Patent’ was reinstated and
the other patent confirmed. On May 8, 1997, the Court of Appeals denied GE’s petition for a rehearing and an in banc hearing. On
May 27, Chief Justice William Rehnquist denied GE’s motion to stay the judgment to FONAR pending appeal to the Supreme Court, in
effect saying to GE: “Pay FONAR and pay them now.” On July 2, 1987, General Electric wired FONAR $128.7 million. On October
6, 1997, the Supreme Court announced its decision to deny GE a certiorari petition in this case.
With
this mammoth case over, where roughly 1 million pages of documents were involved, this was one of the nation’s largest penalties
for a patent infringement case. It was also a victory that went far in acknowledging the credit for the MRI due Dr. Damadian, who could
now savor the victory with the knowledge that his pioneering patent based on his 1970 discovery and 1971 peer-reviewed Journal article
in “Science”
was successful.
About
FONAR
FONAR,
The Inventor of MR Scanning™, located in Melville, NY, was incorporated in 1978, and
is the first, oldest and most experienced MRI Company in the industry. FONAR went public in 1981 (Nasdaq:FONR). FONAR sold the world’s
first commercial MRI to Ronald J. Ross, MD, Cleveland, Ohio. It was installed in 1980. Dr. Ross and his team began the world’s
first clinical MRI trials in January 1981. The results were reported in the June 1981 edition of Radiology/Nuclear Medicine Magazine
and the April 1982 peer-reviewed article in the Journal Radiology. The technique used for obtaining T1 and T2 values was the FONAR technique
(Field fOcusing Nuclear mAgnetic Resonance), not the back projection technique. www.fonar.com/innovations-timeline.html.
FONAR’s
signature product is the FONAR UPRIGHT® Multi-Position™ MRI (also known as the STAND-UP® MRI), the only whole-body MRI
that performs Position™ Imaging (pMRI™) and scans patients in numerous weight-bearing positions, i.e. standing, sitting,
in flexion and extension, as well as the conventional lie-down position. The FONAR UPRIGHT® Multi-Position™ MRI often detects
patient problems that other MRI scanners cannot because they are lie-down, “weightless-only” scanners. The patient-friendly
UPRIGHT® MRI has a near-zero patient claustrophobic rejection rate. As a FONAR customer states, “If the patient is claustrophobic
in this scanner, they’ll be claustrophobic in my parking lot.” Approximately 85% of patients are scanned sitting while watching
TV.
FONAR
has new works-in-progress technology for visualizing and quantifying the cerebral hydraulics of the central nervous system, the flow
of cerebrospinal fluid (CSF), which circulates throughout the brain and vertebral column at the rate of 32 quarts per day. This imaging
and quantifying of the dynamics of this vital life-sustaining physiology of the body’s neurologic system has been made possible
first by FONAR’s introduction of the MRI and now by this latest works-in-progress method for quantifying CSF in all the normal
positions of the body, particularly in its upright flow against gravity. Patients with whiplash or other neck injuries are among those
who will benefit from this new understanding.
FONAR’s
primary source of income and growth is attributable to its wholly-owned diagnostic imaging management subsidiary, Health Management Company
of America (HMCA) www.hmca.com.
FONAR’s
substantial list of patents includes recent patents for its technology enabling full weight-bearing MRI imaging of all the gravity sensitive
regions of the human anatomy, especially the brain, extremities and spine. It includes its newest technology for measuring the Upright
cerebral hydraulics of the cerebrospinal fluid (CSF) of the central nervous system. FONAR’s UPRIGHT® Multi-Position™
MRI is the only scanner licensed under these patents.
#
UPRIGHT®,
and STAND-UP® are registered trademarks. The Inventor of MR Scanning™, CSP™, MultiPosition™, UPRIGHT RADIOLOGY™,
pMRI™, CFS Videography™, Dynamic™ and The Proof is in the Picture™, are trademarks of FONAR Corporation.
This
release may include forward-looking statements from the company that may or may not materialize. Additional information on factors that
could potentially affect the company's financial results may be found in the company's filings with the Securities and Exchange Commission.
FONAR
CORPORATION AND SUBSIDIARIES
CONDENSED
CONSOLIDATED BALANCE SHEETS
(Amounts
and shares in thousands, except per share amounts)
(UNAUDITED)
ASSETS
| |
March
31, 2024 | |
June
30, 2023 |
Current
Assets: | |
| | | |
| | |
Cash
and cash equivalents | |
$ | 53,982 | | |
$ | 51,280 | |
Short-term
investments | |
| 134 | | |
| 33 | |
Accounts
receivable – net | |
| 3,309 | | |
| 3,861 | |
Accounts
receivable - related party | |
| 30 | | |
| — | |
Medical
receivable – net | |
| 23,583 | | |
| 21,259 | |
Management
and other fees receivable – net | |
| 40,954 | | |
| 35,888 | |
Management
and other fees receivable – related medical practices – net | |
| 9,590 | | |
| 9,162 | |
Inventories | |
| 2,935 | | |
| 2,570 | |
Prepaid
expenses and other current assets | |
| 1,310 | | |
| 1,608 | |
Total
Current Assets | |
| 135,827 | | |
| 125,661 | |
| |
| | | |
| | |
Accounts
receivable – long term | |
| 576 | | |
| 710 | |
Note
receivable – related party | |
| 590 | | |
| — | |
Deferred
income tax asset | |
| 7,039 | | |
| 10,042 | |
Property
and equipment – net | |
| 19,253 | | |
| 22,146 | |
Right-of-use
Asset – operating lease | |
| 37,779 | | |
| 33,069 | |
Right-of-use
Asset – financing lease | |
| 580 | | |
| 729 | |
Goodwill | |
| 4,269 | | |
| 4,269 | |
Other
intangible assets – net | |
| 3,179 | | |
| 3,432 | |
Other
assets | |
| 539 | | |
| 524 | |
Total
Assets | |
$ | 209,631 | | |
$ | 200,582 | |
FONAR
CORPORATION AND SUBSIDIARIES
CONDENSED
CONSOLIDATED BALANCE SHEETS
(Amounts
and shares in thousands, except per share amounts)
(UNAUDITED)
LIABILITIES
AND STOCKHOLDERS’ EQUITY
| |
March
31, 2024 | |
June
30, 2023 |
Current
Liabilities: | |
| | | |
| | |
Current
portion of long-term debt | |
$ | 46 | | |
$ | 44 | |
Accounts
payable | |
| 1,676 | | |
| 1,579 | |
Other
current liabilities | |
| 4,897 | | |
| 5,444 | |
Unearned
revenue on service contracts | |
| 3,444 | | |
| 3,832 | |
Unearned
revenue on service contracts – related party | |
| 28 | | |
| — | |
Operating
lease liability - current portion | |
| 3,635 | | |
| 3,905 | |
Financing
lease liability - current portion | |
| 224 | | |
| 218 | |
Customer
deposits | |
| 553 | | |
| 602 | |
Total
Current Liabilities | |
| 14,503 | | |
| 15,624 | |
| |
| | | |
| | |
Long-Term
Liabilities: | |
| | | |
| | |
Unearned
revenue on service contracts | |
| 572 | | |
| 760 | |
Deferred
income tax liability | |
| 395 | | |
| 395 | |
Due
to related medical practices | |
| 93 | | |
| 93 | |
Operating
lease liability – net of current portion | |
| 36,466 | | |
| 32,105 | |
Financing
lease liability – net of current portion | |
| 452 | | |
| 620 | |
Long-term
debt, less current portion | |
| 80 | | |
| 115 | |
Other
liabilities | |
| 40 | | |
| 42 | |
Total
Long-Term Liabilities | |
| 38,098 | | |
| 34,130 | |
Total
Liabilities | |
| 52,601 | | |
| 49,754 | |
FONAR
CORPORATION AND SUBSIDIARIES
CONDENSED
CONSOLIDATED BALANCE SHEETS
(Amounts
and shares in thousands, except per share amounts)
(UNAUDITED)
LIABILITIES
AND STOCKHOLDERS’ EQUITY (Continued)
STOCKHOLDERS'
EQUITY: | |
March
31,
2024 | |
June
30, 2023 |
Class
A non-voting preferred stock $.0001 par value; 453 shares authorized at March 31, 2024 and June 30, 2023, 313 issued and outstanding
at March 31, 2024 and June 30, 2023 | |
$ | — | | |
$ | — | |
Preferred
stock $.001 par value; 567 shares authorized at March 31, 2024 and June 30, 2023, issued and outstanding – none | |
| — | | |
| — | |
Common
Stock $.0001 par value; 8,500 shares authorized at March 31, 2024 and June 30, 2023, 6,332 and 6,462 issued at March 31, 2024 and
June 30, 2023, respectively 6,328 and 6,451 outstanding at March 31, 2024 and June 30, 2023 respectively | |
| 1 | | |
| 1 | |
Class
B Common Stock (10 votes per share) $.0001 par value; 227 shares authorized at March 31, 2024 and June 30, 2023; .146 issued and
outstanding at March 31, 2024 and June 30, 2023 | |
| — | | |
| — | |
Class
C Common Stock (25 votes per share) $.0001 par value; 567 shares authorized at March 31, 2024 and June 30, 2023, 383 issued and outstanding
at March 31, 2024 and June 30, 2023 | |
| — | | |
| — | |
Paid-in
capital in excess of par value | |
| 180,607 | | |
| 182,613 | |
Accumulated
deficit | |
| (14,454 | ) | |
| (24,191 | ) |
Treasury
stock, at cost - 4 shares of common stock at March 31, 2024 and 11 shares of common stock at June 30, 2023 | |
| (395 | ) | |
| (516 | ) |
Total
Fonar Corporation’s Stockholders’ Equity | |
| 165,759 | | |
| 157,907 | |
Noncontrolling
interests | |
| (8,729 | ) | |
| (7,079 | ) |
Total
Stockholders' Equity | |
| 157,030 | | |
| 150,828 | |
Total
Liabilities and Stockholders' Equity | |
$ | 209,631 | | |
$ | 200,582 | |
FONAR
CORPORATION AND SUBSIDIARIES
CONDENSED
CONSOLIDATED STATEMENTS OF INCOME
(Amounts
and shares in thousands, except per share amounts)
(UNAUDITED)
| |
FOR
THE THREE MONTHS ENDED MARCH 31, |
REVENUES | |
2024 | |
2023 |
Patient
fee revenue – net of contractual allowances and discounts | |
$ | 8,614 | | |
$ | 8,188 | |
Product
sales – net | |
| 110 | | |
| 25 | |
Service
and repair fees – net | |
| 1,818 | | |
| 1,831 | |
Service
and repair fees - related parties – net | |
| 39 | | |
| 28 | |
Management
and other fees – net | |
| 12,149 | | |
| 12,375 | |
Management
and other fees - related medical practices – net | |
| 2,988 | | |
| 2,975 | |
Total
Revenues – Net | |
| 25,718 | | |
| 25,422 | |
COSTS
AND EXPENSES | |
| | | |
| | |
Costs
related to patient fee revenue | |
| 4,437 | | |
| 4,056 | |
Costs
related to product sales | |
| 153 | | |
| 196 | |
Costs
related to service and repair fees | |
| 900 | | |
| 801 | |
Costs
related to service and repair fees - related parties | |
| 82 | | |
| 12 | |
Costs
related to management and other fees | |
| 6,864 | | |
| 7,157 | |
Costs
related to management and other fees – related medical practices | |
| 1,529 | | |
| 1,455 | |
Research
and development | |
| 414 | | |
| 435 | |
Selling,
general and administrative | |
| 7,593 | | |
| 7,143 | |
Total
Costs and Expenses | |
| 21,972 | | |
| 21,255 | |
Income
From Operations | |
| 3,746 | | |
| 4,167 | |
Other
Income (Expense) | |
| 45 | | |
| (6 | ) |
Interest
Expense | |
| (9 | ) | |
| (15 | ) |
Investment
Income – related party | |
| 13 | | |
| — | |
Investment
Income | |
| 536 | | |
| 356 | |
Income
Before Provision for Income Taxes and Non controlling Interests | |
| 4,331 | | |
| 4,502 | |
Provision
for Income Taxes | |
| (1,848 | ) | |
| (17 | ) |
Net
Income | |
| 2,483 | | |
| 4,485 | |
Net
Income – Non controlling Interests | |
| (611 | ) | |
| (625 | ) |
Net
Income – Attributable to FONAR | |
$ | 1,872 | | |
$ | 3,860 | |
Net
Income Available to Common Stockholders | |
$ | 1,755 | | |
$ | 3,627 | |
Net
Income Available to Class A Non-Voting Preferred Stockholders | |
$ | 87 | | |
$ | 174 | |
Net
Income Available to Class C Common Stockholders | |
$ | 30 | | |
$ | 59 | |
Basic
Net Income Per Common Share Available to Common Stockholders | |
$ | 0.28 | | |
$ | 0.56 | |
Diluted
Net Income Per Common Share Available to Common Stockholders | |
$ | 0.27 | | |
$ | 0.55 | |
Basic
and Diluted Income Per Share – Class C Common | |
$ | 0.08 | | |
$ | 0.16 | |
Weighted
Average Basic Shares Outstanding – Common Stockholders | |
| 6,335 | | |
| 6,481 | |
Weighted
Average Diluted Shares Outstanding - Common Stockholders | |
| 6,463 | | |
| 6,609 | |
Weighted
Average Basic and Diluted Shares Outstanding – Class C Common | |
| 383 | | |
| 383 | |
FONAR
CORPORATION AND SUBSIDIARIES
CONDENSED
CONSOLIDATED STATEMENTS OF INCOME
(Amounts
and shares in thousands, except per share amounts)
(UNAUDITED)
| |
FOR
THE NINE MONTHS ENDED MARCH 31, |
REVENUES | |
2024 | |
2023 |
Patient
fee revenue – net of contractual allowances and discounts | |
$ | 25,511 | | |
$ | 21,393 | |
Product
sales – net | |
| 329 | | |
| 225 | |
Service
and repair fees – net | |
| 5,460 | | |
| 5,489 | |
Service
and repair fees - related parties – net | |
| 94 | | |
| 83 | |
Management
and other fees – net | |
| 36,585 | | |
| 36,717 | |
Management
and other fees - related medical practices – net | |
| 8,962 | | |
| 8,962 | |
Total
Revenues – Net | |
| 76,941 | | |
| 72,869 | |
COSTS
AND EXPENSES | |
| | | |
| | |
Costs
related to patient fee revenue | |
| 13,466 | | |
| 11,879 | |
Costs
related to product sales | |
| 558 | | |
| 580 | |
Costs
related to service and repair fees | |
| 2,533 | | |
| 2,241 | |
Costs
related to service and repair fees - related parties | |
| 106 | | |
| 34 | |
Costs
related to management and other fees | |
| 21,095 | | |
| 20,281 | |
Costs
related to management and other fees – related medical practices | |
| 4,638 | | |
| 4,345 | |
Research
and development | |
| 1,297 | | |
| 1,126 | |
Selling,
general and administrative | |
| 18,046 | | |
| 20,074 | |
Total
Costs and Expenses | |
| 61,739 | | |
| 60,560 | |
Income
From Operations | |
| 15,202 | | |
| 12,309 | |
Other
Income (Expense) | |
| 46 | | |
| (203 | ) |
Other
Income – related party | |
| 577 | | |
| — | |
Interest
Expense | |
| (67 | ) | |
| (41 | ) |
Investment
Income – related party | |
| 13 | | |
| — | |
Investment
Income | |
| 1,576 | | |
| 770 | |
Income
Before Provision for Income Taxes and Non controlling Interests | |
| 17,347 | | |
| 12,835 | |
Provision
for Income Taxes | |
| (4,884 | ) | |
| (2,889 | ) |
Net
Income | |
| 12,463 | | |
| 9,946 | |
Net
Income – Non controlling Interests | |
| (2,726 | ) | |
| (1,807 | ) |
Net
Income – Attributable to FONAR | |
$ | 9,737 | | |
$ | 8,139 | |
Net
Income Available to Common Stockholders | |
$ | 9,130 | | |
$ | 7,647 | |
Net
Income Available to Class A Non-Voting Preferred Stockholders | |
$ | 452 | | |
$ | 367 | |
Net
Income Available to Class C Common Stockholders | |
$ | 155 | | |
$ | 125 | |
Basic
Net Income Per Common Share Available to Common Stockholders | |
$ | 1.42 | | |
$ | 1.18 | |
Diluted
Net Income Per Common Share Available to Common Stockholders | |
$ | 1.40 | | |
$ | 1.16 | |
Basic
and Diluted Income Per Share – Class C Common | |
$ | 0.40 | | |
$ | 0.33 | |
Weighted
Average Basic Shares Outstanding – Common Stockholders | |
| 6,410 | | |
| 6,487 | |
Weighted
Average Diluted Shares Outstanding - Common Stockholders | |
| 6,538 | | |
| 6,615 | |
Weighted
Average Basic and Diluted Shares Outstanding – Class C Common | |
| 383 | | |
| 383 | |
FONAR
CORPORATION AND SUBSIDIARIES
CONDENSED
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Amounts
and shares in thousands)
(UNAUDITED)
| |
FOR
THE NINE MONTHS ENDED
MARCH 31, |
| |
2024 | |
2023 |
Cash
Flows from Operating Activities: | |
| | | |
| | |
Net
income | |
$ | 12,463 | | |
$ | 9,946 | |
Adjustments
to reconcile net income to net cash provided by operating activities: | |
| | | |
| | |
Depreciation
and amortization | |
| 3,546 | | |
| 3,357 | |
Amortization
on right-of-use assets | |
| 3,284 | | |
| 3,306 | |
Provision
for bad debts | |
| 1,674 | | |
| 4,441 | |
Deferred
income tax – net | |
| 3,003 | | |
| 1,931 | |
Gain
on sale of equipment – related party | |
| (577 | ) | |
| — | |
(Increase)
decrease in operating assets, net: | |
| | | |
| | |
Accounts,
medical and management fee receivable(s) | |
| (8,835 | ) | |
| (5,604 | ) |
Notes
receivable | |
| 55 | | |
| 11 | |
Inventories | |
| (365 | ) | |
| (301 | ) |
Prepaid
expenses and other current assets | |
| 243 | | |
| (73 | ) |
Other
assets | |
| (28 | ) | |
| — | |
Increase
(decrease) in operating liabilities, net: | |
| | | |
| | |
Accounts
payable | |
| 97 | | |
| 168 | |
Other
current liabilities | |
| (1,095 | ) | |
| (4,409 | ) |
Operating
lease liabilities | |
| (3,756 | ) | |
| (2,865 | ) |
Financing
lease liabilities | |
| (163 | ) | |
| (175 | ) |
Customer
deposits | |
| (49 | ) | |
| 465 | |
Other
liabilities | |
| (1 | ) | |
| (49 | ) |
Net
cash provided by operating activities | |
| 9,496 | | |
| 10,149 | |
Cash
Flows from Investing Activities: | |
| | | |
| | |
Purchases
of property and equipment | |
| (375 | ) | |
| (3,553 | ) |
Purchase
of short term investment | |
| (102 | ) | |
| — | |
Cost
of patents | |
| (24 | ) | |
| (87 | ) |
Net
cash used in investing activities | |
| (501 | ) | |
| (3,640 | ) |
Cash
Flows from Financing Activities: | |
| | | |
| | |
Repayment
of borrowings and capital lease obligations | |
| (32 | ) | |
| (26 | ) |
Purchase
of treasury stock | |
| (1,885 | ) | |
| (1,249 | ) |
Distributions
to non controlling interests | |
| (4,376 | ) | |
| (4,317 | ) |
Net
cash used in financing activities | |
| (6,293 | ) | |
| (5,592 | ) |
Net
Increase in Cash and Cash Equivalents | |
| 2,702 | | |
| 917 | |
Cash
and Cash Equivalents - Beginning of Period | |
| 51,280 | | |
| 48,723 | |
Cash
and Cash Equivalents - End of Period | |
$ | 53,982 | | |
$ | 49,640 | |
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