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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): November
12, 2024
![](https://www.sec.gov/Archives/edgar/data/355019/000173112224001767/fonar_logo.jpg)
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 first Fiscal quarter of 2025 which ended September
30, 2024 in a press release dated November 12, 2024.
Exhibits:
99.1 Press Release dated November 12, 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:
November 12, 2024
NEWS |
![](https://www.sec.gov/Archives/edgar/data/355019/000173112224001767/fonar_logo.jpg) |
|
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 FINANCIAL RESULTS FOR THE
1ST
QUARTER OF FISCAL 2025
| · | Total
MRI scan volume at the HMCA-managed sites increased 5% to 53,054 scans for the quarter ending
September 30, 2024 versus the corresponding quarter one year earlier. |
| · | Cash
and cash equivalents decreased 4% to $54.2 million at September 30, 2024 as compared to the
fiscal year-ended June 30, 2024. |
| · | Total
Revenues - Net decreased by 3% to $25.0 million for the quarter ended September 30, 2024
versus the corresponding quarter one year earlier. |
| · | Income
from Operations decreased 30% to $4.6 million for the quarter ended September 30, 2024 versus
the corresponding quarter one year earlier. |
| · | Net
Income decreased 25% to $4.0 million for the quarter ended September 30, 2024 versus the
corresponding quarter one year earlier. |
| · | Diluted
Net Income per Common Share decreased 22% to $0.46 for the quarter ended September 30, 2024
versus the corresponding quarter one year earlier. |
| · | Working
Capital increased by 2% to $124.7 million at September 30, 2024 as compared to the fiscal
year-ended June 30, 2024. |
| · | Book
Value Per Share was $25.32 for the quarter ended September 30, 2024 versus $23.88 for the
corresponding quarter one year earlier. |
| · | One
HMCA-managed MRI scanner was added in the first quarter of fiscal 2024, bringing the total
number of managed scanners to 43. |
| · | On
September 13, 2022, the Company adopted a stock repurchase plan of up to $9 million. At September
30, 2024, the Company has purchased over 283,770
shares at a cost of $4.6 million. |
MELVILLE,
NEW YORK, November 12, 2024 - FONAR Corporation (NASDAQ-FONR), The Inventor of MR Scanning™,
reported today its financial results for the first quarter of fiscal 2025 which ended September 30, 2024. FONAR’s primary source
of income is attributable to its wholly-owned diagnostic imaging management subsidiary, Health Management Company of America (HMCA).
In 2009, HMCA managed 9 MRI scanners. Currently, HMCA manages 43 MRI scanners in New York and in Florida.
![](https://www.sec.gov/Archives/edgar/data/355019/000173112224001767/fonar_logo.jpg)
Financial
Results
Revenues
from the FONAR segment, which includes Product Sales, Upgrades, Service and Repair Fees, for related and non-related medical parties,
increased 5% to $2.2 million for the quarter ended September 30, 2024, as compared to $2.1 million for the quarter ended September 30,
2023.
Revenues,
from the Health Management Corporation of America (HMCA) segment, decreased by 4% to $22.8 million for the fiscal quarter ended September
30, 2024 as compared to $23.8 million for the fiscal quarter ended September 30, 2023. The HMCA segment manages 43 MRI scanners, consisting
of patient fee revenue, (net of contractual allowances and discounts), and management and other fees for both related and non-related
medical practices.
Total
Revenues - Net decreased by 3% to $25.0 million for the 1st fiscal quarter ended September 30, 2024, as compared to $25.8
million for the 1st fiscal quarter ended September 30, 2023.
The
primary reason, for the 3% decrease in Total revenues – net and the 4% decrease in revenues from the HMCA segment, was a 14% decrease
in patient fee revenue, of $7.5 million for the quarter ended September 30, 2024 as compared to $8.7 million for the quarter ended September
30, 2023.
Selling,
general and administrative (S, G & A) expenses increased 5% to $5.1 million in the first three months of fiscal 2025 from $4.9 million
in the first three months of fiscal 2024.
Total
Costs and Expenses increased 6% to $20.4 million for the fiscal quarter
ended September 30, 2024, as compared to $19.3 million for the quarter ended September 30, 2023.
Income
from Operations decreased 30% to $4.6 million for the quarter ended September 30, 2024, as compared to $6.6 million for the quarter ended
September 30, 2023.
Net
Income decreased 25% to $4.0 million for the quarter ended September 30, 2024, as compared to $5.4 million for the quarter ended September
30, 2023.
Diluted
Net Income per Common Share available to common shareholders decreased 22% to $0.46 for the quarter ended September 30, 2024, as compared
to $0.59 for the quarter ended.September 30, 2023.
The
weighted average diluted shares outstanding attributable to common stockholders for the quarter ended September 30, 2024 was 6.4 million
versus 6.6 million for the quarter ended September 30, 2023.
![](https://www.sec.gov/Archives/edgar/data/355019/000173112224001767/fonar_logo.jpg)
Balance
Sheet Items
Total
Cash and Cash Equivalents and Short Term Investments at September 30, 2024 decreased 4% to $54.3 million as compared to the $56.5 million
at June 30, 2024.
Total
Assets at September 30, 2024 were $212.3 million as compared to $214.2 million at June 30, 2024.
Total
Liabilities at September 30, 2024 were $53.5 million as compared to $57.5 million at June 30, 2024.
Total
Current Assets at September 30, 2024 were $139.1 million as compared to $140.3 million at June 30, 2024.
Total
Current Liabilities at September 30, 2024 were $14.4 million as compared to $17.9 million at June 30, 2024.
Total
Stockholders’ Equity was $158.8 million at September 30, 2024, as compared to $156.8 million at June 30, 2024.
The
Current Ratio was 9.6 at September 30, 2024.
Working
Capital increased 2% to $124.7 million at September 30, 2024, as compared to $122.5 million at June 30, 2024.
The
ratio of Total Assets/Total Liabilities increased 6% to 3.97 at September 30, 2024 as compared to 3.73 at June 30, 2024.
Net
Book Value per Common Share (Total Stockholder’s Equity divided by Common Shares Outstanding) was $25.32 at September 30, 2024
as compared to $23.88 at September 30, 2023.
Cash
Flow Item
Net
Cash Flow provided by Operating activities was $1.7 million for the quarter ended September 30, 2024 as compared to $2.6 million at September
30, 2023.
Management
Discussion
Timothy
Damadian, president and CEO of FONAR, said, “The total first-quarter scan volume at HMCA-managed MRI centers was 53,054, 1,502
fewer scans (2.8%) than that of the previous quarter (54,556). The decrease in scan volume was primarily due to business interruptions
at several facilities in Florida caused by Hurricane Helene at the end of September..However, the first-quarter 2025 scan volume was
4.6% higher than that of the first-quarter 2024 scan volume (50,744).”
![](https://www.sec.gov/Archives/edgar/data/355019/000173112224001767/fonar_logo.jpg)
“At
the very end of September, we added a high-field MRI to the existing STAND-Up MRI facility in Naples, Florida. Now every HMCA-managed
facility in Florida has both a STAND-UP® MRI (UPRIGHT® MRI) and a high-field MRI. The addition of high-field MRI scanners adds
important diagnostic value to these centers, which invariably result in increased referrals from both existing and new sources. The STAND-UP®
MRI is well known for being the “Non-Claustrophobic MRI,” and it is the only MRI that scans patients in weight-bearing positions.
With both a STAND-UP® MRI and a high-field MRI, these centers are able to meet every typical MRI need and more. There’s another
important advantage of having more than one MRI at these facilities; they avoid appointment backlogs which invariably result in unhappy
patients, unhappy referring physicians and lost business. We’re expecting the Naples facility to do very well.”
Mr.
Damadian continued, “We are looking to do more of the same in New York. Long Island’s Islandia facility has both a STAND-UP®
MRI and a high-field MRI. It serves the Suffolk County region and is very successful. We’re currently in the process of installing
high-field MRIs at two existing STAND-UP® MRI facilities on Long Island. They’re both already very busy sites, so we expect
the addition of high-field MRIs will make them even more successful.”
“As
always, we continue to seek to establish new locations or to acquire centers that will enhance our existing networks and increase their
profitability. Currently, we manage 43 MRI scanners, 25 in New York and 18 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 September 30, 2024, repurchased 283,770 shares at a cost of $4,680,889. 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 but is permitted to
do block purchases broker to broker.”
Mr.
Damadian concluded, “I remain grateful for our management team and all the FONAR and HCMA employees whose hard work and commitment
continue to make the Company successful.”
Company
Legacy
1971
– The Birth of a Revolutionary Medical Technology: Magnetic Resonance Imaging.
The
development of the MRI, – a machine for imaging the soft tissues of the human body without the use of ionizing radiation, was a
major breakthrough in the field of medical diagnostics. MRI enables early detection, diagnosis and treatment of disease. This innovation
fundamentally transformed medicine, earning its place among the most significant medical advances of the 20th century.
Prior
to 1971, Nuclear Magnetic Resonance (NMR) was solely a chemist's analytical tool. The traditional NMR machine, equipped with a magnet
and radio hardware, could analyze only tiny samples, about one (1) to two (2) milliliters in size. Some early researchers had attempted
to examine biological tissues using NMR spectroscopy. Their efforts yielded some important results, but they were not aimed at or of
any medical interest.
Lawrence
Minkoff, Ph.D., played a pivotal role in the development of Magnetic Resonance Imaging (MRI) technology. After meeting Dr. Raymond Damadian
in 1968 and as a graduate student at SUNY Downstate Medical Center, he became deeply involved in groundbreaking MRI research. Notably,
he helped design and build the first whole-body MRI system. And on July 3, 1977, Minkoff became the subject of the first whole-body MRI
scan in human history. He had previously completed his Ph.D. under Dr. Damadian’s mentorship. In 1978, he co-founded FONAR Corporation,
where he currently serves as a Vice President.
Reflecting
on the scientific journey that led to MRI, Dr. Minkoff explained: “Dr. Damadian’s research initially focused on understanding
cellular bioelectricity. His Ion Exchange Resin Theory (1)(2) aimed to explain the fundamental mechanisms of cellular electrical activity.
This work aligned with research by other prominent scientists, including Drs. Freeman Cope, Gilbert Ling, and Carlton Hazlewood, who
identified water's crucial role in cellular electrical processes. Dr. Ling’s hypothesis (3) about altered water structure in cancer
tissue proved particularly significant.”
Dr.
Minkoff continued: “A turning point came in 1969 when Dr. Cope introduced Dr. Damadian to NMR technology. This introduction sparked
Dr. Damadian's revolutionary insight of how NMR could potentially differentiate between healthy and cancerous tissues in the human body.
In June and July of 1970, using a borrowed pulsed NMR spectrometer from NMR Specialties of New Kensington, Pennsylvania, (NMRS), Dr.
Damadian conducted his experiments comparing NMR relaxation rates between cancerous and normal tissues. His groundbreaking observations
revealed that cancerous tissues exhibited distinctly longer relaxation rates than their healthy counterparts, and also that different
types of healthy tissues had their own characteristic relaxation patterns. This fundamental discovery laid the foundation for modern
MRI technology."
In
early 1971, Dr. Damadian’s findings were published in the journal Science (4). The paper's opening statement highlighted
the technology’s potential: “At present, early detection of internal neoplasms is hampered by the relatively high permeability
of many tumors to x-rays. In principle, NMR techniques combine many of the desirable features of an external probe for the detection
of internal cancer.” This publication generated significant interest across medical and scientific communities, particularly among
researchers already working with NMR technology.
In
the spring of 1971, The Downstate Reporter, a publication from Downstate Medical Center, reported on Dr. Damadian’s progress. The
article read: “Already, Dr. Damadian is planning to build a much larger nuclear magnetic resonance device, one that will be big
enough to hold a human being. That machine, Dr. Damadian believes, will prove that NMR is the tool that doctors have been looking for
in their quest for a method of detecting cancer early, when treatment is most effective”(5).
Within
the year, researchers began duplicating Damadian’s findings. Among them was Donald P. Hollis, Ph.D., Johns Hopkins University School
of Medicine, who in September 1971, at NMRS where Dr. Damadian had done his experiments, performed essentially the same experiments as
had Dr. Damadian. It was confirmed that “in a general way” the T1s of the liver tumors they tested were very different from
those of normal liver” and also confirmed, they reported, “that the water of malignant tissue is in a significantly less
ordered state than that of normal tissue judging by its significantly longer T1.” (6)
Another
group that repeated the study and published it findings was Irwin D. Weisman, et al. Damadian and the Science paper are mentioned
in the first sentence. Their conclusion ended with, “We have been able to detect and monitor the growth of a cancer (a transplanted
S91 Melanoma) in a live animal, using pulsed NMR. Our results suggest that it would be worthwhile to attempt to develop this technique
for the detection and monitoring of tumors in humans. Perhaps NMR could take its place beside thermography or radiography as a nonsurgical
technique for cancer detection and analysis of cancer growth rate.” (7)
On
August 7, 1987, The Institute for Scientific Research, the organization that collects all the citations from the world’s population
of scientific journals, organizes the information by Scientist-Author and the references or citations made to each journal publication,
sent a letter to Dr. Damadian. The letter referenced his 1971 publication in Science. It read: “Your work referenced above
has emerged as one of the most frequently cited works in its field, based on information from our citation index databases. Clearly,
this publication has had considerable influence on other authors in this field over the years.” The letter referred to the publication
of Dr. Damadian’s paper in Science in 1971 as a Citation Classics® (8).
Bibliography
.
(1) Raymond V. Damadian, “Biological Ion Exchanger Resins. L.S. I. Quantitative Electrostatic Correspondence of Fixed Charge and
Mobile Counter Ion. Biophysical Journal.,11: 739-760, 1971.
(2)
Lawrence Minkoff and Damadian, R. Biological Ion Exchanger Resins: VIII A preliminary Report on Actin-Like Protein in E. Coli and the
Cytotonus Concept. Physiological Chemistry and Physics, 65: 1708-1710.
(3).Gilbert
Ling, “A Physical Theory of the Living State,” Blaisdell Publishing Company.
(4)
Raymond V. Damadian, “Tumor Detection by Nuclear Magnetic Resonance,” Science 171, 1151 (1971).
(5)
Downstate Reporter, Spring 1971, Downstate Medical Center. Vol. 2 No. 2.
(6)
Donald P. Hollis, Leon A. Saryan and Harold P. Morris, “A Nuclear Magnetic Resonance Study of Water in Two Morris Hepatomas,”
Hopkings Medical Journal 131, (6), 441-444, 1972.
(7)
Irwin D. Weisman, Lawrence H. Bennett, Mark W. Woods and Dean Burk, “Recognition of Cancer in vivo by Nuclear Magnetic Resonance.”
Science, 178, 1288. 1972.
(8)
Letter sent to Dr. Raymond Damadian from the Institute for Scientific Research.
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. 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® 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 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
| |
September
30, 2024 | |
June
30, 2024 |
Current
Assets: | |
| | | |
| | |
Cash
and cash equivalents | |
$ | 54,193 | | |
$ | 56,341 | |
Short-term
investments | |
| 136 | | |
| 136 | |
Accounts
receivable – net | |
| 3,873 | | |
| 4,035 | |
Accounts
receivable - related party | |
| 90 | | |
| —. | |
Medical
receivable – net | |
| 23,069 | | |
| 23,992 | |
Management
and other fees receivable – net | |
| 43,569 | | |
| 41,954 | |
Management
and other fees receivable – related medical practices – net | |
| 9,522 | | |
| 9,865 | |
Inventories | |
| 2,817 | | |
| 2,715 | |
Prepaid
expenses and other current assets | |
| 1,833 | | |
| 1,286 | |
Total
Current Assets | |
| 139,102 | | |
| 140,324 | |
| |
| | | |
| | |
Accounts
receivable – long term | |
| 856 | | |
| 830 | |
Deferred
income tax asset | |
| 6,357 | | |
| 7,223 | |
Property
and equipment – net | |
| 19,541 | | |
| 18,709 | |
Note
receivable – related party | |
| 594 | | |
| 581 | |
Right-of-use-asset
– operating leases | |
| 37,803 | | |
| 38,428 | |
Right-of-use-asset
– financing lease | |
| 481 | | |
| 531 | |
Goodwill | |
| 4,269 | | |
| 4,269 | |
Other
intangible assets – net | |
| 2,794 | | |
| 2,870 | |
Other
assets | |
| 493 | | |
| 481 | |
Total
Assets | |
$ | 212,290 | | |
$ | 214,246 | |
.
CONDENSED
CONSOLIDATED BALANCE SHEETS
(Amounts
and shares in thousands, except per share amounts)
(UNAUDITED)
LIABILITIES
AND STOCKHOLDERS’ EQUITY
| |
September
30, 2024 | |
June
30, 2024 |
Current
Liabilities: | |
| | | |
| | |
Current
portion of long-term debt | |
$ | 48 | | |
$ | 47 | |
Accounts
payable | |
| 1,082 | | |
| 1,856 | |
Other
current liabilities | |
| 5,348 | | |
| 7,941 | |
Unearned
revenue on service contracts | |
| 3,758 | | |
| 3,870 | |
Unearned
revenue on service contracts – related party | |
| 82 | | |
| —. | |
Operating
lease liabilities - current portion | |
| 3,534 | | |
| 3,474 | |
Financing
lease liability - current portion | |
| 227 | | |
| 226 | |
Customer
deposits | |
| 346 | | |
| 443 | |
Total
Current Liabilities | |
| 14,425 | | |
| 17,857 | |
| |
| | | |
| | |
Long-Term
Liabilities: | |
| | | |
| | |
Unearned
revenue on service contracts | |
| 1,173 | | |
| 1,175 | |
Deferred
income tax liability | |
| 371 | | |
| 371 | |
Due
to related party medical practices | |
| 93 | | |
| 93 | |
Operating
lease liabilities – net of current portion | |
| 36,970 | | |
| 37,468 | |
Financing
lease liability – net of current portion | |
| 356 | | |
| 395 | |
Long-term
debt, less current portion | |
| 40 | | |
| 67 | |
Other
liabilities | |
| 35 | | |
| 32 | |
| |
| | | |
| | |
Total
Long-Term Liabilities | |
| 39,038 | | |
| 39,601 | |
Total
Liabilities | |
| 53,463 | | |
| 57,458 | |
CONDENSED
CONSOLIDATED BALANCE SHEETS
(Amounts
and shares in thousands, except per share amounts)
(UNAUDITED)
.
LIABILITIES
AND STOCKHOLDERS’ EQUITY (Continued)
STOCKHOLDERS'
EQUITY: | |
September
30, 2024 | |
June
30, 2024 |
Class
A non-voting preferred stock $.0001 par value; 453 shares authorized at September 30, 2024 and June 30, 2024, 313 issued and outstanding
at September 30, 2024 and June 30, 2024 | |
| —. | | |
| —. | |
Preferred
stock $.001 par value; 567 shares authorized at September 30, 2024 and June 30, 2024, issued and outstanding – none | |
| —. | | |
| —. | |
Common
Stock $.0001 par value; 8,500 shares authorized at September 30, 2024 and June 30, 2024, 6,373 issued at September 30, 2024 and June
30, 2024, respectively, 6,304 and 6,328 outstanding at September 30, 2024 and June 30, 2024 respectively | |
| 1 | | |
| 1 | |
Class
B Common Stock (10 votes per share) $.0001 par value; 227 shares authorized at September 30, 2024 and June 30, 2024; .146 issued
and outstanding at September 30, 2024 and June 30, 2024 | |
| —. | | |
| —. | |
Class
C Common Stock (25 votes per share) $.0001 par value; 567 shares authorized at September 30, 2024 and June 30, 2024, 383 issued and
outstanding at September 30, 2024 and June 30, 2024 | |
| —. | | |
| —. | |
Paid-in
capital in excess of par value | |
| 180,608 | | |
| 180,608 | |
Accumulated
deficit | |
| (10,489 | ) | |
| (13,624 | ) |
Treasury
stock, at cost – 69 shares of common stock at September 30, 2024 and 45 shares of common stock at June 30, 2024 | |
| (1,432 | ) | |
| (1,017 | ) |
Total
Fonar Corporation’s Stockholders’ Equity | |
| 168,688 | | |
| 165,968 | |
Noncontrolling
interests | |
| (9,861 | ) | |
| (9,180 | ) |
Total
Stockholders' Equity | |
| 158,827 | | |
| 156,788 | |
Total
Liabilities and Stockholders' Equity | |
$ | 212,290 | | |
$ | 214,246 | |
CONDENSED
CONSOLIDATED STATEMENTS OF INCOME
(Amounts
and shares in thousands, except per share amounts)
(UNAUDITED)
| |
FOR
THE THREE MONTHS ENDED SEPTEMBER 30, |
REVENUES | |
2024 | |
2023 |
Patient
fee revenue – net of contractual allowances and discounts | |
$ | 7,487 | | |
$ | 8,676 | |
Product
sales | |
| 120 | | |
| 164 | |
Service
and repair fees | |
| 1,992 | | |
| 1,864 | |
Service
and repair fees - related parties | |
| 45 | | |
| 28 | |
Management
and other fees | |
| 12,329 | | |
| 12,119 | |
Management
and other fees - related medical practices | |
| 2,987 | | |
| 2,987 | |
Total
Revenues – Net | |
| 24,960 | | |
| 25,838 | |
COSTS
AND EXPENSES | |
| | | |
| | |
Costs
related to patient fee revenue | |
| 4,646 | | |
| 4,427 | |
Costs
related to product sales | |
| 221 | | |
| 103 | |
Costs
related to service and repair fees | |
| 1,091 | | |
| 848 | |
Costs
related to service and repair fees - related parties | |
| 67 | | |
| 13 | |
Costs
related to management and other fees | |
| 7,319 | | |
| 7,024 | |
Costs
related to management and other fees – related medical practices | |
| 1,573 | | |
| 1,519 | |
Research
and development | |
| 307 | | |
| 467 | |
Selling,
general and administrative expenses | |
| 5,130 | | |
| 4,866 | |
Total
Costs and Expenses | |
| 20,354 | | |
| 19,267 | |
INCOME
FROM OPERATIONS | |
| 4,606 | | |
| 6,571 | |
Other
Income and (Expenses) | |
| | | |
| | |
Interest
Expense | |
| (8 | ) | |
| (48 | ) |
Investment
income – related party | |
| 13 | | |
| —. | |
Investment
Income | |
| 639 | | |
| 507 | |
Other
income | |
| (1 | ) | |
| —. | |
Income
Before Provision for Income Taxes and Noncontrolling Interests | |
| 5,249 | | |
| 7,030 | |
Provision
for Income Taxes | |
| (1,249 | ) | |
| (1,670 | ) |
Net
Income | |
| 4,000 | | |
| 5,360 | |
Net
Income - Noncontrolling Interests | |
| (865 | ) | |
| (1,254 | ) |
Net
Income – Attributable to FONAR | |
$ | 3,135 | | |
$ | 4,106 | |
Net
Income Available to Common Stockholders | |
$ | 2,939 | | |
$ | 3,855 | |
Net
Income Available to Class A Non-Voting Preferred Stockholders | |
$ | 146 | | |
$ | 187 | |
Net
Income Available to Class C Common Stockholders | |
$ | 50 | | |
$ | 64 | |
Basic
Net Income Per Common Share Available to Common Stockholders | |
$ | 0.47 | | |
$ | 0.60 | |
Diluted
Net Income Per Common Share Available to Common Stockholders | |
$ | 0.46 | | |
$ | 0.59 | |
Basic
and Diluted Income Per Share – Class C Common | |
$ | 0.13 | | |
$ | 0.17 | |
Weighted
Average Basic Shares Outstanding – Common Stockholders | |
| 6,304 | | |
| 6,408 | |
Weighted
Average Diluted Shares Outstanding - Common Stockholders | |
| 6,432 | | |
| 6,563 | |
Weighted
Average Basic and Diluted Shares Outstanding - Class C Common | |
| 383 | | |
| 383 | |
![](https://www.sec.gov/Archives/edgar/data/355019/000173112224001767/fonar_logo.jpg)
FONAR
CORPORATION AND SUBSIDIARIES
CONDENSED
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Amounts
and shares in thousands, except per share amounts)
(UNAUDITED)
| |
FOR
THE THREE MONTHS ENDED SEPTEMBER 30, |
| |
2024 | |
2023 |
Cash
Flows from Operating Activities: | |
| | | |
| | |
Net
income | |
$ | 4,000 | | |
$ | 5,360 | |
Adjustments
to reconcile net income to net cash provided by operating activities: | |
| | | |
| | |
Depreciation
and amortization | |
| 1,063 | | |
| 1,195 | |
Amortization
of right-of-use assets | |
| 1,033 | | |
| 1,024 | |
Recovery
for credit losses | |
| (27 | ) | |
| (68 | ) |
Deferred
tax expense | |
| 866 | | |
| 1,242 | |
Changes
in operating assets and liabilities, net: | |
| | | |
| | |
Accounts,
medical and management fee receivable(s) | |
| (278 | ) | |
| (2,837 | ) |
Notes
receivable | |
| —. | | |
| 5 | |
Notes
receivable – related party | |
| (13 | ) | |
| —. | |
Inventories | |
| (102 | ) | |
| (255 | ) |
Prepaid
expenses and other current assets | |
| (547 | ) | |
| 293 | |
Other
assets | |
| (11 | ) | |
| 29 | |
Accounts
payable | |
| (774 | ) | |
| (539 | ) |
Other
current liabilities | |
| (2,625 | ) | |
| (1,463 | ) |
Operating
lease liabilities | |
| (796 | ) | |
| (1,322 | ) |
Financing
lease liabilities | |
| (37 | ) | |
| (54 | ) |
Customer
deposits | |
| (98 | ) | |
| 20 | |
Other
liabilities | |
| 3 | | |
| (12 | ) |
Net
cash provided by operating activities | |
| 1,657 | | |
| 2,618 | |
Cash
Flows from Investing Activities: | |
| | | |
| | |
Purchases
of property and equipment | |
| (1,805 | ) | |
| (63 | ) |
Cost
of patents | |
| (13 | ) | |
| (16 | ) |
Net
cash used in investing activities | |
| (1,818 | ) | |
| (79 | ) |
Cash
Flows from Financing Activities: | |
| | | |
| | |
Repayment
of borrowings and capital lease obligations | |
| (26 | ) | |
| (11 | ) |
Purchase
of treasury stock | |
| (415 | ) | |
| (714 | ) |
Distributions
to noncontrolling interests | |
| (1,546 | ) | |
| (1,401 | ) |
Net
cash used in financing activities | |
| (1,987 | ) | |
| (2,126 | ) |
Net
(Decrease) Increase in Cash and Cash Equivalents | |
| (2,148 | ) | |
| 413 | |
Cash
and Cash Equivalents - Beginning of Period | |
| 56,341 | | |
| 51,280 | |
Cash
and Cash Equivalents - End of Period | |
$ | 54,193 | | |
$ | 51,693 | |
Page
12
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