10-Q 1 fonar_10q-20161231.htm 10-Q FOR PERIOD ENDED DECEMBER 31, 2016

FORM 10-Q

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

[X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the quarterly period ended DECEMBER 31, 2016

 

[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

For the transition period from _____________ to _____________

 

Commission file number 0-10248

 

FONAR CORPORATION

____________________________________________

(Exact name of registrant as specified in its charter)

 

DELAWARE   11-2464137
(State or other jurisdiction of   (I.R.S. Employer
Incorporation or organization)   Identification No.)
     
110 Marcus Drive  Melville, New York   11747
(Address of principal executive offices)   (Zip Code)

 

Registrant's telephone number, including area code: (631) 694-2929

 

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. YES _X_ NO ___

 

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (232.405 of this chapter) during the preceding 12 months (or for shorter period that the registrant was required to submit and post such files. YES _X_ NO ___

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of accelerated filer and large accelerated filer in Rule 12b-2 of the Exchange Act.(Check one): Large accelerated filer___ Accelerated filer_X_ Non-accelerated filer___ Smaller reporting company __

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). YES ___ NO _X_

 

Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the close of the latest practicable date.

 

Class  Outstanding at January 31, 2017
Common Stock, par value $.0001   6,159,358 
Class B Common Stock, par value $.0001   146 
Class C Common Stock, par value $.0001   382,513 
Class A Preferred Stock, par value $.0001   313,438 

 

   

 

 

FONAR CORPORATION AND SUBSIDIARIES

 

INDEX

 

PART I - FINANCIAL INFORMATION  PAGE
    
Item 1.  Financial Statements     
      
Condensed Consolidated Balance Sheets - December 31, 2016 (Unaudited) and June 30, 2016   3 
      
Condensed Consolidated Statements of Income for the Three Months Ended December 31, 2016 and December 31, 2015 (Unaudited)   6 
      
Condensed Consolidated Statements of Income for the Six Months Ended December 31, 2016 and December 31, 2015 (Unaudited)   7 
      
Condensed Consolidated Statements of Cash Flows for the Six Months Ended December 31, 2016 and December 31, 2015 (Unaudited)   8 
      
Notes to Condensed Consolidated Financial Statements (Unaudited)   9 
      
Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations   23  
      
Item 3. Quantitative and Qualitative Disclosures About Market Risk   29  
      
Item 4. Controls and Procedures   29  
      
PART II - OTHER INFORMATION   30  
      
Item 1. Legal Proceedings   30  
      
Item 1A. Risk Factors   30  
      
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds   31  
      
Item 3. Defaults Upon Senior Securities   31  
      
Item 4. Mine Safety Disclosures   31  
      
Item 5. Other Information   31  
      
Item 6. Exhibits   32  
      
Signatures   32  

 

 

   

 Page 2 

 

FONAR CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

(Amounts and shares in thousands, except per share amounts)

(UNAUDITED)

 

ASSETS

 

   December 31,
2016
  June 30,
2016 *
Cash and cash equivalents  $7,692   $8,528 
 Accounts receivable – net   4,325    4,370 
 Accounts receivable - related party   60    —   
 Medical receivable – net   10,824    10,127 
 Management and other fees receivable – net   17,420    15,638 
 Management and other fees receivable – related medical practices – net   4,464    4,064 
 Inventories   2,735    2,074 
 Prepaid expenses and other current assets   926    759 
 Total Current Assets   48,446    45,560 
 Deferred income tax asset   13,842    13,042 
 Property and equipment - net   14,914    14,513 
 Goodwill   3,322    3,322 
 Other intangible assets - net   7,202    7,719 
 Other assets   560    732 
 Total Assets  $88,286   $84,888 

 

 

 

 

*Condensed from audited financial statements.

 

 

 

See accompanying notes to condensed consolidated financial statements.

 

 

  

 

 Page 3 

 

FONAR CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

(Amounts and shares in thousands, except per share amounts)

(UNAUDITED)

 

LIABILITIES AND STOCKHOLDERS' EQUITY

 

   December 31, 2016 

June 30,

2016 *

Current Liabilities:          
Current portion of long-term debt and capital leases  $1,674   $2,448 
Accounts payable   1,470    1,254 
Other current liabilities   8,109    10,827 
Unearned revenue on service contracts   4,752    4,679 
Unearned revenue on service contracts - related party   55    —   
Customer advances   1,036    1,199 
Billings in excess of costs and estimated earnings on uncompleted contracts   176    207 

 

Total Current Liabilities

   17,272    20,614 

 

Long-Term Liabilities:

          
Deferred income tax liability   482    482 
Due to related medical practices   228    245 
Long-term debt and capital leases, less current portion   411    2,059 
Other liabilities   883    712 

 

Total Long-Term Liabilities

   2,004    3,498 

 

Total Liabilities

   19,276    24,112 

 

 

 

 

 

*Condensed from audited financial statements.

 

 

 

See accompanying notes to condensed consolidated financial statements.

 

 Page 4 

 

FONAR CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

(Amounts and shares in thousands, except per share amounts)

(UNAUDITED)

 

LIABILITIES AND STOCKHOLDERS' EQUITY (Continued)

 

 

   December 31, 2016 

June 30,

2016 *

STOCKHOLDERS' EQUITY:          

 

Class A non-voting preferred stock $.0001 par value; 453 shares authorized at December 31, 2016 and June 30, 2016, 313 issued and outstanding at December 31, 2016 and June 30, 2016

  $—     $—   

 

Preferred stock $.001 par value; 567 shares authorized at December 31, 2016 and June 30, 2016, issued and outstanding – none

   —      —   

 

Common Stock $.0001 par value; 8,500 shares authorized at December 31, 2016 and June 30, 2016, 6,171 and 6,062 issued at December 31, 2016 and June 30, 2016; 6,159 and 6,051 outstanding at December 31, 2016 and June 30, 2016

   1    1 

 

Class B Common Stock (10 votes per share) $ .0001 par value; 227 shares authorized at December 31, 2016 and June 30, 2016, .146 issued and outstanding at December 31, 2016 and June 30, 2016

   —      —   

 

Class C Common Stock (25 votes per share) $.0001 par value; 567 shares authorized at December 31, 2016 and June 30, 2016, 383 issued and outstanding at December 31, 2016 and June 30, 2016

   —      —   

 

Paid-in capital in excess of par value

   175,970    173,702 
Accumulated deficit   (112,812)   (120,624)
Notes receivable from employee stockholders   (20)   (24)
Treasury stock, at cost - 12 shares of common stock at December 31, 2016 and June 30, 2016   (675)   (675)
Total Fonar Corporation Stockholder Equity   62,464    52,380 
Non controlling interests   6,546    8,396 

 

Total Stockholders' Equity

   69,010    60,776 

 

Total Liabilities and Stockholders' Equity

  $88,286   $84,888 

 

  

 

*Condensed from audited financial statements.

 

See accompanying notes to condensed consolidated financial statements.

 

 

 Page 5 

 

FONAR CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF INCOME

(Amounts and shares in thousands, except per share amounts)

(UNAUDITED)

 

   FOR THE THREE MONTHS ENDED DECEMBER 31,
REVENUES  2016  2015
Product sales – net  $93   $742 
Service and repair fees – net   2,356    2,280 
Service and repair fees – related parties - net   28    28 
Patient fee revenue, net of contractual allowances and discounts   8,657    7,786 
Provision for bad debts and bad debt expense for patient fee   (4,002)   (3,270)
Management and other fees – net   9,364    8,958 
Management and other fees – related medical practices – net   1,907    1,845 
Total Revenues – Net   18,403    18,369 

COSTS AND EXPENSES

          
Costs related to product sales   (34)   564 
Costs related to service and repair fees   683    447 
Costs related to service and repair fees – related parties   8    5 
Costs related to patient fee revenue   2,323    2,238 
Costs related to management and other fees   5,257    5,597 
Costs related to management and other fees – related medical practices   1,127    1,012 
Research and development   361    412 
Selling, general and administrative   4,069    3,869 
Total Costs and Expenses   13,794    14,144 
Income From Operations   4,609    4,225 
Interest Expense   (77)   (139)
Investment Income   49    58 

 

Income Before Benefit/(Provision) for Income Taxes and Non Controlling Interests

   4,581    4,144 
Benefit/(Provision) for Income Taxes   353    (40)
Net Income   4,934    4,104 
Net Income - Non Controlling Interests   (692)   (611)
Net Income - Controlling Interests  $4,242   $3,493 
Net Income Available to Common Stockholders  $3,971   $3,266 
Net Income Available to Class A Non-Voting Preferred Stockholders  $202   $169 
Net Income Available to Class C Common Stockholders  $69   $58 
Basic Net Income Per Common Share Available to Common Stockholders  $0.64   $0.54 
Diluted Net Income Per Common Share Available to Common Stockholders  $0.63   $0.53 
Basic and Diluted Income Per Share-Class C Common  $0.18   $0.15 
Weighted Average Basis Shares Outstanding-Common Stockholders   6,158    6,051 
Weighted Average Diluted Shares Outstanding-Common Stockholders   6,286    6,179 
Weighted Average Basic Shares Outstanding – Class C Common   383    383 
Weighted Average Diluted Shares Outstanding – Class C Common   383    383 

 

See accompanying notes to condensed consolidated financial statements.

 

 Page 6 

 

FONAR CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF INCOME

(Amounts and shares in thousands, except per share amounts)

(UNAUDITED)

 

   FOR THE SIX MONTHS ENDED DECEMBER 31,
   2016  2015
REVENUES      
Product sales – net  $335   $760 
Service and repair fees – net   4,708    4,564 
Service and repair fees – related parties - net   55    55 
Patient fee revenue, net of contractual allowances and discounts   17,481    15,901 
Provision for bad debts and bad debt expense for patient fee   (7,880)   (6,778)
Management and other fees – net   18,625    17,786 
Management and other fees – related medical practices – net   3,814    3,691 
Total Revenues – Net   37,138    35,979 

COSTS AND EXPENSES

          
Costs related to product sales   179    676 
Costs related to service and repair fees   1,339    990 
Costs related to service and repair fees – related parties   16    12 
Costs related to patient fee revenue   4,737    4,466 
Costs related to management and other fees   10,518    11,015 
Costs related to management and other fees – related medical practices   2,080    2,070 
Research and development   773    849 
Selling, general and administrative   8,135    8,061 
Total Costs and Expenses   27,777    28,139 
Income From Operations   9,361    7,840 
Interest Expense   (174)   (289)
Investment Income   97    107 
Other (Expense) Income   (3)   1 

 

Income Before Benefit/(Provision) for Income Taxes and Non Controlling Interests

   

 

9, 281

    7,659 
Benefit/(Provision) for Income Taxes   153    (90)
Net Income   9,434    7,569 
Net Income - Non Controlling Interests   (1,622)   (1,214)
Net Income - Controlling Interests  $7,812   $6,355 
Net Income Available to Common Stockholders  $7,313   $5,942 
Net Income Available to Class A Non-Voting Preferred Stockholders  $372   $308 
Net Income Available to Class C Common Stockholders  $127   $105 
Basic Net Income Per Common Share Available to Common Stockholders  $1.19   $0.98 
Diluted Net Income Per Common Share Available to Common Stockholders  $1.17   $0.96 
Basic and Diluted Income Per Share-Class C Common  $0.33   $0.27 
Weighted Average Basic Shares Outstanding-Common Stockholders   6,131    6,051 
Weighted Average Diluted Shares Outstanding-Common Stockholders   6,259    6,179 
Weighted Average Basic Shares Outstanding – Class C Common   383    383 
Weighted Average Diluted Shares Outstanding – Class C Common   383    383 

 

See accompanying notes to condensed consolidated financial statements.

 

 Page 7 

 

FONAR CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Amounts and shares in thousands, except per share amounts)

(UNAUDITED)

 

   FOR THE SIX MONTHS ENDED DECEMBER 31,
   2016  2015
Cash Flows from Operating Activities:          
Net income  $9,434   $7,569 
Adjustments to reconcile net income to net cash provided by operating activities:          
Depreciation and amortization   1,719    1,677 
Deferred income tax benefit – net   (800)   —   
Provision for bad debts   (194)   169 
Stock issued for costs and expenses   2,239    —   
Compensatory element of stock issuances   27    —   
Stock option exercised   2    —   
(Increase) decrease in operating assets, net:          
Accounts, medical receivable and management fee(s)   (2,701)   (2,215)
Notes receivable   12    17 
Costs and estimated earnings in excess of billings on uncompleted contracts   —      403 
Inventories   (661)   (67)
Prepaid expenses and other current assets   (178)   77 
Other assets   172    (35)
Increase (decrease) in operating liabilities, net:          
Accounts payable   216    (491)
Other current liabilities   (2,590)   1,047 
Customer advances   (163)   (436)
Billings in excess of costs and estimated earnings on uncompleted contracts   (30)   112 
Other liabilities   170    75 
Due to related medical practices   (17)   10 
Net cash provided by operating activities   6,657    7,912 

 

Cash Flows from Investing Activities:

          
Purchases of property and equipment   (1,507)   (409)
Cost of patents   (96)   (42)
Net cash used in investing activities   (1,603)   (451)

 

Cash Flows from Financing Activities:

          
Repayment of borrowings and capital lease obligations   (2,422)   (1,247)
Distributions to non controlling interests   (3,472)   (2,713)
Repayment of notes receivable from employee stockholders   4    4 
Net cash used in financing activities   (5,890)   (3,956)
Net (Decrease) Increase in Cash and Cash Equivalents   (836)   3,505 
Cash and Cash Equivalents – Beginning of Period   8,528    9,449 
Cash and Cash Equivalents - End of Period  $7,692   $12,954 

 

See accompanying notes to condensed consolidated financial statements.

 

 Page 8 

 

FONAR CORPORATION AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2016 and 2015

(Amounts and shares in thousands, except per share amounts)

(UNAUDITED)

 

 

NOTE 1 – DESCRIPTION OF BUSINESS AND BASIS OF PRESENTATION

 

Description of Business

Effective 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, operating under the name “Health Management Company of America”.

 

Basis of Presentation

The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with generally accepted accounting principles for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by accounting principles generally accepted in the United States of America for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. Operating results for the three and six months ended December 31, 2016, are not necessarily indicative of the results that may be expected for the fiscal year ending June 30, 2017. For further information, refer to the consolidated financial statements and footnotes thereto included in the Company's Annual Report on Form 10-K filed on September 28, 2016 for the fiscal year ended June 30, 2016.

 

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 

Principles of Consolidation

 

The unaudited condensed consolidated financial statements include the accounts of FONAR Corporation, its majority and wholly-owned subsidiaries and partnerships (collectively the “Company”). All significant intercompany accounts and transactions have been eliminated in consolidation.

 

Earnings Per Share

 

Basic earnings per share (“EPS”) is computed based on weighted average number of shares common stock and stock equivalents outstanding, net of common stock. 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 three and six months ended December 31, 2016 and December 31, 2015.

 

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 three and six months ended December 31, 2016 and December 31, 2015, diluted EPS for common shareholders includes 128 shares upon conversion of Class C Common.

 

  

 

 Page 9 

 

FONAR CORPORATION AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2016 and 2015

(Amounts and shares in thousands, except per share amounts)

(UNAUDITED)

 

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

 

Earnings Per Share (Continued)

 

  

Three months ended

December 31, 2016

 

Three months ended

December 31, 2015

Basic  Total  Common Stock  Class C Common Stock  Total  Common Stock  Class C Common Stock
Numerator:                  
Net income available to common stockholders  $4,242   $3,971   $69   $3,493   $3,266   $58 
Denominator:                              
Weighted average shares  outstanding   6,158    6,158    383    6,051    6,051    383 
Basic income per common  share  $0.69   $0.64   $0.18   $0.58   $0.54   $0.15 
                               

Diluted

                              
Denominator:                              
Weighted average shares outstanding        6,158    383         6,051    383 
Convertible Class C Stock        128    —           128    —   
Total Denominator for diluted earnings per share        6,286    383         6,179    383 
Diluted income per common share       $0.63   $0.18        $0.53   $0.15 

 

 

 

 

 Page 10 

 

 FONAR CORPORATION AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2016 and 2015

(Amounts and shares in thousands, except per share amounts)

(UNAUDITED)

 

 

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

 

Earnings Per Share (Continued)

 

  

Six months ended

December 31, 2016

 

Six months ended

December 31, 2015

Basic  Total  Common Stock  Class C Common Stock  Total  Common Stock  Class C Common Stock
Numerator:                  
Net income available to common stockholders  $7,812   $7,313   $127   $6,355   $5,942   $105
Denominator:                              
Weighted average shares  outstanding   6,131    6,131    383    6,051    6,051    383 
Basic income per common  share  $1.27   $1.19   $0.33   $1.05   $0.98   $0.27 
                               

Diluted

                              
Denominator:                              
Weighted average shares outstanding        6,131    383         6,051    383 
Convertible Class C Stock        128    —           128    —   
Total Denominator for diluted earnings per share        6,259    383         6,179    383 
Diluted income per common share       $1.17   $0.33        $0.96   $0.27 

 

Recent Accounting Pronouncements

 

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. We are evaluating the impact of adopting this guidance on our Consolidated Financial Statements.

 

In January 2017, the FASB issued ASU 2017-01, Business Combinations (Topic 805); Clarifying the Definition of a Business. The amendments in this update clarify the definition of a business to help companies evaluate whether transactions should be accounted for as acquisitions or disposals of assets or businesses. The amendments in this update are effective for public companies for annual periods beginning after December 15, 2017, including interim periods within those periods. We are evaluating the impact of adopting this guidance on our Consolidated Financial Statements.

 

 Page 11 

 

 FONAR CORPORATION AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2016 and 2015

(Amounts and shares in thousands, except per share amounts)

(UNAUDITED)

 

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

 

Recent Accounting Pronouncements (Continued)

 

In March 2016, the FASB issued ASU No. 2016-09, “Compensation-Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting”. This update includes provisions intended to simplify various aspects of accounting for share-based compensation. ASU No. 2016-09 will take effect for public companies for the annual periods beginning after December 15, 2016. The Company is currently assessing the potential impact of ASU No. 2016-09 on the Company’s consolidated condensed financial statements.

 

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 new guidance will be effective for annual reporting periods beginning after December 15, 2018, including interim periods within that reporting period and is applied retrospectively. Early adoption is permitted. The Company is currently in the process of assessing the impact the adoption of this guidance will have on the Company’s consolidated condensed financial statements.

 

The FASB has issued ASU No. 2014-09, Revenue from Contracts with Customers. This ASU supercedes the revenue recognition requirements in Accounting Standards Codification 605 - Revenue Recognition and most industry-specific guidance throughout the Codification. The standard requires that an entity recognizes revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the company expects to be entitled in exchange for those goods or services. This ASU is effective for annual reporting periods beginning after December 15, 2016, including interim periods within the reporting period and should be applied retrospectively to each prior reporting period presented or retrospectively with the cumulative effect of initially applying the ASU recognized at the date of initial application. The Company is currently evaluating the effect that this ASU will have on its condensed consolidated financial statements and related disclosures. The Company has not yet selected a transition method nor has it determined the effect of the standard on ongoing financial reporting.

 

In July 2015, the FASB issued Accounting Standards Update No. 2015-11, “Simplifying the Measurement of Inventory” (“ASU 2015-11”). ASU 2015-11 requires an entity to measure inventory at the lower of cost and net realizable value. Net realizable value is the estimated selling prices in the ordinary course of business, less reasonably predictable costs of completion, disposal, and transportation. Subsequent measurement is unchanged for inventory measured using last-in, first-out (“LIFO”) or the retail inventory method. It is effective for annual reporting periods beginning after December 15, 2016. The amendments should be applied prospectively with earlier application permitted as of the beginning of an interim or annual reporting period.

 

FASB, the Emerging Issues Task Force and the SEC have issued certain other accounting standards, updates, and regulations as of December 31, 2016 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 2016 or 2015, and it does not believe that any of those pronouncements will have a significant impact on our condensed consolidated financial statements at the time they become effective.

 

Reclassifications

 

Certain prior year amounts have been reclassified to conform to the current year presentation. The reclassifcations did not have any effect on reported consolidated net income for any periods presented.

 

 Page 12 

 

FONAR CORPORATION AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2016 and 2015

(Amounts and shares in thousands, except per share amounts)

(UNAUDITED)

 

 

NOTE 3 – ACCOUNTS RECEIVABLE, MEDICAL RECEIVABLE AND MANAGEMENT AND OTHER FEES RECEIVABLE

 

Receivables, net is comprised of the following at December 31, 2016:

   Gross Receivable  Allowance for doubtful accounts  Net
Accounts receivable  $4,609   $284   $4,325 
Accounts receivable - related party  $60    —     $60 
Medical receivable  $29,794   $18,970   $10,824 
Management and other fees receivable  $30,296   $12,876   $17,420 
Management and other fees receivable from related medical practices ("PC’s")  $4,857   $393   $4,464 

 

 

Receivables, net is comprised of the following at June 30, 2016:

   Gross Receivable  Allowance for doubtful accounts  Net
Accounts receivable  $4,654   $284   $4,370 
Accounts receivable - related party  $—      —     $—   
Medical receivable  $27,579   $17,452   $10,127 
Management and other fees receivable  $29,584   $13,946   $15,638 
Management and other fees receivable from related medical practices ("PC’s")  $4,457   $393   $4,064 

 

 

The Company's customers are concentrated in the healthcare industry.

 

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.

 

 

 Page 13 

 

FONAR CORPORATION AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2016 and 2015

(Amounts and shares in thousands, except per share amounts)

(UNAUDITED)

 

 

NOTE 3 – ACCOUNTS RECEIVABLE, MEDICAL RECEIVABLE AND MANAGEMENT AND OTHER FEES RECEIVABLE (CONTINUED)

 

Medical Receivables

 

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 continuously monitors collections from its clients and maintains an allowance for bad debts based upon the Company’s historical collection experience. 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.

 

Management and Other Fees Receivable

 

The Company's receivables from the related and non-related professional corporations (PC's) substantially consist of fees outstanding under management agreements. Payment of the outstanding fees is dependent on collection by the PC's of fees from third party medical reimbursement organizations, principally insurance companies and health management organizations.

 

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 62% and 60% of the PCs’ net revenues for the three months ended December 31, 2016 and 2015, respectively, were derived from no-fault and personal injury protection claims. Approximately 63% and 60% of the PCs’ net revenues for the six months ended December 31, 2016 and 2015, respectively, were derived from no-fault and personal injury protection claims. The Company considers the aging of its accounts receivable in determining the amount of allowance for doubtful accounts. The Company generally takes all legally available steps to collect its receivables. Credit losses associated with the receivables are provided for in the condensed consolidated financial statements and have historically been within management's expectations.

 

Net revenues from management and other fees charged to the related PCs accounted for approximately 10.4% and 10.0% of the consolidated net revenues for the three months ended December 31, 2016 and 2015, respectively. Net revenues from management and other fees charged to the related PCs accounted for approximately 10.3% and 10.3% of the consolidated net revenues for the six months ended December 31, 2016 and 2015, respectively.

 

Tallahassee Magnetic Resonance Imaging, PA, Stand Up MRI of Boca Raton, PA and Stand Up MRI & Diagnostic Center, PA (all related 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.

  

 Page 14 

 

FONAR CORPORATION AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2016 and 2015

(Amounts and shares in thousands, except per share amounts)

(UNAUDITED)

 

 

NOTE 3 – ACCOUNTS RECEIVABLE, MEDICAL RECEIVABLE AND MANAGEMENT AND OTHER FEES RECEIVABLE (CONTINUED)

 

 

The Company’s patient fee revenue, net of contractual allowances and discounts less the provision for bad debts for the three and six months ended December 31, 2016 and 2015 are summarized in the following tables.

 

  

For the Three Months Ended

December 31,

   2016  2015
Commercial Insurance/ Managed Care  $1,158   $1,122 
Medicare/Medicaid   299    267 
Workers' Compensation/Personal Injury   5,404    4,888 
Other   1,796    1,509 
Patient Fee Revenue, net of contractual allowances and discounts   8,657    7,786 
Provision for Bad Debts and bad debt expense   (4,002)   (3,270)
Net Patient Fee for Revenue  $4,655   $4,516 

 

 

 

 

 

  

For the Six Months Ended

December 31,

   2016  2015
Commercial Insurance/ Managed Care  $2,422   $2,193 
Medicare/Medicaid   599    542 
Workers' Compensation/Personal Injury   11,084    10,196 
Other   3,376    2,970 
Patient Fee Revenue, net of contractual allowances and discounts   17,481    15,901 
Provision for Bad Debts and bad debt expense   (7,880)   (6,778)
Net Patient Fee for Revenue  $9,601   $9,123 

 

 

 

 Page 15 

 

FONAR CORPORATION AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2016 and 2015

(Amounts and shares in thousands, except per share amounts)

(UNAUDITED)

 

 

 

NOTE 4 - INVENTORIES

 

Inventories included in the accompanying condensed consolidated balance sheet consist of the following:

 

   December 31, 2016 

June 30,

2016

Purchased parts, components   and supplies  $2,472   $1,862 
Work-in-process   263    212 
Total Inventories  $2,735   $2,074 

 

NOTE 5 – COSTS AND ESTIMATED EARNINGS ON UNCOMPLETED CONTRACTS

 

Information relating to uncompleted contracts is as follows:

 

   December 31, 2016 

June 30,

2016

Costs incurred on uncompleted contracts  $723   $894 
Estimated earnings   594    491 
Subtotal   1,317    1,385 
Less: Billings to date   1,493    1,592 
Total Costs and estimated earnings in excess of billings on uncompleted contracts  $(176)  $(207)

 

Included in the accompanying condensed consolidated balance sheets under the following captions:

 

   December 31, 2016 

June 30,

2016

Costs and estimated earnings in excess of billings on uncompleted contracts  $—     $—   
Less: Billings in excess of costs and estimated earnings on uncompleted contracts   176    207 
Total Costs and estimated earnings in excess of billings on uncompleted contracts  $(176)  $(207)

 

 

 

 

 Page 16 

 

FONAR CORPORATION AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2016 and 2015

(Amounts and shares in thousands, except per share amounts)

(UNAUDITED)

 

 

NOTE 6 – OTHER INTANGIBLE ASSETS

 

Other intangible assets, net of accumulated amortization, in the accompanying condensed consolidated balance sheet consist of the following:

 

  

December 31,

2016

 

June 30,

2016

Capitalized software development costs  $7,005   $7,005 
Patents and copyrights   4,668    4,571 
Non-compete   4,100    4,100 
Customer relationships   3,800    3,800 
Gross Other intangible assets   19,573    19,476 
Less: Accumulated amortization   12,371    11,757 
Other Intangible Assets – net  $7,202   $7,719 

 

Amortization of patents and copyrights for the three months ended December 31, 2016 and 2015 amounted to $49 and $47, respectively.

 

Amortization of capitalized software development costs for the three months ended December 31, 2016 and 2015 amounted to $65 and $81, respectively.

 

Amortization of non-compete for the three months ended December 31, 2016 and 2015 amounted to $147 and $147, respectively.

 

Amortization of customer relationships for the three months ended December 31, 2016 and 2015 amounted to $47 and $47, respectively.

 

Amortization of patents and copyrights for the six months ended December 31, 2016 and 2015 amounted to $96 and $94, respectively.

 

Amortization of capitalized software development costs for the six months ended December 31, 2016 and 2015 amounted to $130 and $162 respectively.

 

Amortization of non-compete for the six months ended December 31, 2016 and 2015 amounted to $293 and $293, respectively.

 

Amortization of customer relationships for the six months ended December 31, 2016 and 2015 amounted to $95 and $95, respectively.

 

 Page 17 

 

FONAR CORPORATION AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2016 and 2015

(Amounts and shares in thousands, except per share amounts)

(UNAUDITED)

 

 

NOTE 7 – OTHER CURRENT LIABILITIES

 

Other current liabilities in the accompanying condensed consolidated balance sheet consist of the following:

 

   December 31, 2016 

June 30,

2016

Accrued salaries, commissions and payroll taxes  $1,085   $3189 
Accrued interest   45    45 
Litigation accruals   245    545 
Sales tax payable   2,344    2,402 
Legal and other professional fees   374    385 
Accounting fees   92    242 
Self-funded health insurance reserve   4    392 
Interest and penalty - sales tax   2,538    2,487 
Other   1,382    1,140 
Total Other Current Liabilities  $8,109   $10,827 

 

 

 

NOTE 8 – STOCKHOLDERS EQUITY

 

Common Stock

 

During the six months ended December 31, 2016, the Company issued 1 shares of common stock to employees and consultants as compensation valued at $27 under a stock bonus plan.

 

During the six months ended December 31, 2016, the Company issued 107 shares of common stock for costs and expenses of $2,239.

 

During the six months ended December 31, 2016, an option for .2 shares of common stock pursuant to a incentive stock option plan were exercised for $2.

 

 Page 18 

 

FONAR CORPORATION AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2016 and 2015

(Amounts and shares in thousands, except per share amounts)

(UNAUDITED)

 

 

NOTE 9 – BUSINESS COMBINATIONS

 

Acquisitions

 

On June 30, 2016, the Company purchased 100% interest in TK2 Equipment Management, LLC and Turnkey Services of New York, LLC. The consideration and net assets acquired is as follows:

 

Cash Paid  $4,224 
Net assets at Fair Value   2,862 
Goodwill  $1,555 

 

Pro forma Results

 

The following unaudited pro forma results of operations for the three and six months ended December 31, 2015 assumes that the above acquisitions were made at the beginning of the year prior to acquisition. The unaudited pro forma information does not purport to be indicative of the results that would have been obtained if the acquisitions had actually occurred at the beginning of the year prior to acquisition, nor of the results that may be reported in the future.

 

   Three months ended December 31, 2015
Total Revenues – Net   18,369 
Net Income - Controlling Interests   3,584 
Net Income Available to Common Stockholders   3,350 
Net Income Available to Class A Non-Voting   Preferred Stockholders   174 
Net Income Available to Class C Common Stockholders   60 
Basic Net Income Per Common Share Available to Common Stockholders   0.55 
Diluted Net Income Per Common Share Available to Common Stockholders   0.54 
Basic and Diluted Income Per Share - Common C   0.16 
Weighted Average Basic Shares Outstanding   6,051 
Weighted Average Diluted Shares Outstanding   6,179 
Weighted Average Basic and Diluted Shares Outstanding - Class C Common   383 

 

 

   Six months ended December 31, 2015
Total Revenues – Net   35,980 
Net Income - Controlling Interests   6,536 
Net Income Available to Common Stockholders   6,112 
Net Income Available to Class A Non-Voting   Preferred Stockholders   316 
Net Income Available to Class C Common Stockholders   108 
Basic Net Income Per Common Share Available to Common Stockholders   1.01 
Diluted Net Income Per Common Share Available to Common Stockholders   0.99 
Basic and Diluted Income Per Share - Common C   0.28 
Weighted Average Basic Shares Outstanding   6,051 
Weighted Average Diluted Shares Outstanding   6,179 
Weighted Average Basic and Diluted Shares Outstanding - Class C Common   383 

 

 Page 19 

 

FONAR CORPORATION AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2016 and 2015

(Amounts and shares in thousands, except per share amounts)

(UNAUDITED)

 

 

NOTE 10 - SEGMENT AND RELATED INFORMATION

 

The Company operates in two industry segments - manufacturing and the servicing of medical equipment and management of diagnostic imaging centers.

 

The accounting policies of the segments are the same as those described in the summary of significant accounting policies as disclosed in the Company’s 10-K as of June 30, 2016. All inter-segment sales are market-based. The Company evaluates performance based on income or loss from operations.

 

Summarized financial information concerning the Company's reportable segments is shown in the following table:

 

  

Medical

Equipment

 

Management

Of

Diagnostic

Imaging

Centers

  Totals
For the three months ended December 31, 2016               
Net revenues from external customers  $2,477   $15,926   $18,403 
Inter-segment net revenues  $382   $—     $382 
Income from operations  $89   $4,520   $4,609 
Depreciation and amortization  $81   $782   $863 
Capital expenditures  $53   $908   $961 
                
For the three months ended December 31, 2015               
Net revenues from external customers  $3,050   $15,319   $18,369 
Inter-segment net revenues  $524   $—     $524 
Income from operations  $288   $3,937   $4,225 
Depreciation and amortization  $85   $763   $848 
Capital expenditures  $341   $46   $387 
                
For the six months ended December 31, 2016               
Net revenues from external customers  $5,098   $32,040   $37,138 
Inter-segment net revenues  $763   $—     $763 
(Loss) income from operations  $(58)  $9,419   $9,361 
Depreciation and amortization  $161   $1,558   $1,719 
Capital expenditures  $96   $1,507   $1,603 
                
For the six months ended December 31, 2015               
Net revenues from external customers  $5,379   $30,600   $35,979 
Inter-segment net revenues  $1,048   $—     $1,048 
Income from operations  $225   $7,615   $7,840 
Depreciation and amortization  $163   $1,514   $1,677 
Capital expenditures  $359   $92   $451 

 

 

 Page 20 

 

FONAR CORPORATION AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2016 and 2015

(Amounts and shares in thousands, except per share amounts)

(UNAUDITED)

 

 

NOTE 11– SUPPLEMENTAL CASH FLOW INFORMATION

 

During the six months ended December 31, 2016 and December 31, 2015, the Company paid $119 and $194 for interest, respectively.

 

During the six months ended December 31, 2016 and December 31, 2015, the Company paid $740 and $90 for income taxes, respectively.

 

 

NOTE 12 – COMMITMENTS AND CONTINGENCIES

 

Litigation

 

The Company is subject to legal proceedings and claims arising from the ordinary course of its business, including personal injury, customer contract and employment claims. In the opinion of management, the aggregate liability, if any, with respect to such actions, will not have a material adverse effect on the consolidated financial position or results of operations of the Company.

 

There were no material changes in litigation from that reported in our Form 10-K for the fiscal year ended June 30, 2016 and our form 10-Q for the first quarter of fiscal 2017.

 

 

Other Matters

 

The Company is also delinquent in filing sales tax returns for certain states, for which the Company has transacted business. As of December 31, 2016, the Company has recorded tax obligations of approximately $2,344 plus interest and penalties of approximately $2,538. The Company is in the process of determining the regulatory requirements in order to become compliant.

 

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 $100 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 December 31, 2016 and June 30, 2016, the Company had approximately $4 and $392, respectively, in reserve for its self-funded health insurance programs. The reserves are included in “Other current liabilities” in the condensed 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 periods covered by this report

 

 Page 21 

 

FONAR CORPORATION AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2016 and 2015

(Amounts and shares in thousands, except per share amounts)

(UNAUDITED)

 

 

NOTE 13 - 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.

 

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 2010.

 

The Company has recorded a deferred tax asset of $13,842 and a deferred tax liability of $482 as of December 31, 2016, primarily relating to net operating loss carryforwards of approximately $110,029 available to offset future taxable income through 2031. The net operating losses begin to expire in 2021 for federal tax purposes and in 2016 for state income tax purposes.

  

During the three and six months ended December 31, the Company recorded an increase in its deferred tax asset of $800 for 2016 and $0 for 2015, in its condensed consolidated balance sheets. During the three months ended December 31, the Company recorded a net benefit of $353 ($800 benefit offset by a $447 provision) for 2016 and a net provision of $40 for 2015, in its condensed consolidated statements of income. During the six months ended December 31, the Company recorded a net benefit of $153 ($800 benefit offset by a $647 provision) for 2016 and a net provision of $90 for 2015, in its consolidated statements of income.

 

The ultimate realization of deferred tax assets is dependent on the generation of future taxable income during the periods in which those temporary differences become deductible. The Company considers projected future taxable income and tax planning strategies in making this assessment. At present, the Company does have a sufficient history of income and anticipates profitability in the coming years and has concluded that it is more-likely-than-not that the Company will be able to realize a portion of its tax benefits in the near future and therefore a valuation allowance was established for the partial value of the deferred tax asset.

 

A valuation allowance will be maintained until sufficient positive evidence exists to support the reversal of the remainder of the valuation. Should the Company continue to remain profitable in future periods with supportable trends, the valuation allowance will be reversed accordingly.

 

 

NOTE 14- SUBSEQUENT EVENTS

 

The Company has evaluated events that occurred subsequent to December 31, 2016 and through the date the condensed consolidated financial statements were issued.

 

 Page 22 

 

 FONAR CORPORATION AND SUBSIDIARIES

 

Item 2.MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.

 

For the six month period ended December 31, 2016, we reported a net income of $9.4 million on revenues of $37.1 million as compared to net income of $7.6 million on revenues of $36.0 million for the six month period ended December 31, 2015. Operating income increased 19.4% from $7.8 million for the six month period ended December 31, 2015 to $9.4 million for the six month period ended December 31, 2016.

 

For the three month period ended December 31, 2016, we reported net income of $4.9 million on revenues of $18.4 million as compared to net income of $4.1 million of revenues of $18.4 million for the three month period ended December 31, 2015.

 

The revenue increase of 3.2%, from $36.0 million for the first six months of fiscal 2016 to $37.1 million for the first six months of fiscal 2017, was primarily due to an increase in patient fee revenue (net of contractual allowances and discounts) from $9.1 million for the first six months of fiscal 2016 to $9.6 million for the first six months of fiscal 2017 and increases in net management fees of $962,000, from $21.5 million for the first six months of fiscal 2016 to $22.4 million for the first six months of fiscal 2017. Revenues from product sales and service repair fees decreased from the first six months of fiscal 2016 to the first six months of fiscal 2017, by $281,000 from $5.4 million for the first six months of fiscal 2016 to $5.1 million for the first six months of fiscal 2017.

 

While our revenues increased, our costs and expenses decreased, resulting in an operating income of $9.4 million for the six months ended December 31, 2016, compared to our operating income of $7.8 million for the six months ended December 31, 2015. In terms of percentages, costs and expenses decreased 1.3% from $28.1 in the first six months of fiscal 2016 as compared to $27.8 million in the first six months of fiscal 2017, while revenues increased 3.2%, from $36.0 million in the first six months of fiscal 2016 to $37.1 million in the first six months of fiscal 2017.

 

Fonar’s wholly-owned subsidiary, Health Management Corporation of America (“HMCA”), is the controlling, but not sole owner of two limited liability companies, Imperial Management Services, LLC (“Imperial”) and Health Diagnostics Management, LLC (“HDM”). Effective July 1, 2015, the Company restructured the corporate organization of the management of diagnostic imaging centers segment of the business. The reorganization was structured to more completely integrate the operations of HMCA and HDM. Imperial Management Services LLC contributed all of its assets (which had been utilized in the business of HMCA) to HDM and received a 24.2% interest in HDM. HMCA 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 the diagnostic imaging centers business segment is now being conducted by HDM, operating under the name “Health Management Company of America”. For the sake of simplicity, HMCA, Imperial and HDM are referred to as “HMCA”, unless otherwise indicated.

 

Forward Looking Statements

 

Certain statements made in this Quarterly Report on Form 10-Q are "forward-looking statements" (within the meaning of the Private Securities Litigation Reform Act of 1995) regarding the plans and objectives of Management for future operations. Such statements involve known and unknown risks, uncertainties and other factors that may cause our actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. The forward-looking statements included herein are based on current expectations that involve numerous risks and uncertainties. Our plans and objectives are based, in part, on assumptions involving the expansion of business. Assumptions relating to the foregoing involve judgments with respect to, among other things, future economic, competitive and market conditions and future business decisions, all of which are difficult or impossible to predict accurately and many of which are beyond our control. Although we believe that our assumptions underlying the forward-looking statements are reasonable, any of the assumptions could prove inaccurate and, therefore, there can be no assurance that the forward-looking statements included in this Report will prove to be accurate. In light of the significant uncertainties inherent in the forward-looking statement included herein, the inclusion of such information should not be regarded as a representation by us or any other person that our objectives and plans will be achieved.

 

 Page 23 

 

FONAR CORPORATION AND SUBSIDIARIES

 

Results of Operations

 

We operate in two industry segments: the manufacture and servicing of medical (MRI) equipment, our traditional business, which is conducted directly by Fonar, and diagnostic facilities management services, which is conducted through HMCA and its subsidiaries.

 

Manufacturing and Service of MRI Equipment

 

Revenues from MRI product sales decreased to $335,000 for the first six months of fiscal 2017 from $760,000 for the first six months of fiscal 2016. Costs related to product sales decreased, from $676,000 for the six month period ended December 31, 2015 to $179,000 for the six month period ended December 31, 2016. The decrease in sales revenues, reflects the volatility resulting from low sales volume. Continuing tight credit and economic uncertainty, together with lower reimbursement rates for MRI scans, have depressed the market for our MRI scanner products.

 

Service revenues increased 3.1% from $4.6 million for the six month period ended December 31, 2015 to $4.8 million for the six month period ended December 31, 2016. Continuing lower sales volumes have been a factor ultimately contributing to the small increase in service revenues, as the number of older scanners being taken out of service has been greater than the number of new scanners being placed under service agreements following the expiration of their warranties.

 

Costs relating to providing service for the first six months of fiscal 2017 increased by 35.2% from $1.0 million in the first six months of fiscal 2016 to $1.4 million in the first six months of fiscal 2017. We believe that an important factor in controlling our service costs is our ability to monitor the performance of customers’ scanners from our facilities in Melville, New York on a daily basis, and to detect and repair any irregularities before more serious problems result.

 

There were approximately $398,000 in foreign revenues for the first six months of fiscal 2017 as compared to approximately $259,000 million in foreign revenues for the first six months of fiscal 2016, representing an increase in foreign revenues of 53.7%. We do not regard this as a material trend, but as part of a normal although sometimes volatile variation resulting from low volumes of foreign sales.

 

We recognize MRI scanner sales revenues on the “percentage of completion” basis, which means the revenues are recognized as the scanner is manufactured. Revenues recognized in a particular quarter do not necessarily reflect new orders or progress payments made by customers in that quarter. We build the scanner as the customer meets certain benchmarks in its site preparation in order to minimize the time lag between incurring costs of manufacturing and our receipt of the cash progress payments from the customer which are due upon delivery. Consequently, there can be a disparity between the revenues recognized in a fiscal period and the number of product sales. Generally, the revenues from a scanner sale are recognized in a fiscal quarter or quarters following the quarter in which the sale was made.

 

Revenues for the medical equipment segment as a whole decreased by 5.2% to $5.1 million for the six months of fiscal 2017 from $5.4 million for the first six months of fiscal 2016. Operating results for our medical equipment segment decreased to an operating loss of $58,000 for the first six months of fiscal 2017 as compared to an operating income of $225,000 for the first six months of fiscal 2016.

 

Diagnostic Facilities Management Services

 

HMCA revenues increased in the first six months of fiscal 2017 by 4.7% to $32.0 million from $30.6 million for the first six months of fiscal 2016. The percentage of our revenues derived from our diagnostic facilities management segment relative to the percentage of our revenues derived from our medical equipment segment increased to 86.2% for the first six months of fiscal 2017, from 85.0% for the first six months of fiscal 2016.

 

The increase in HMCA revenues is principally due to HMCA’s success in marketing the scanning services of the facilities managed or owned by HMCA, notwithstanding the decrease in reimbursement rates paid for MRI scans by insurers, Medicare and other government programs. The reductions in reimbursement rates are not unique to HMCA or HMCA’s clients but are being experienced by the industry in general.

 Page 24 

 

FONAR CORPORATION AND SUBSIDIARIES

 

HMCA’s efforts are countering the effects of lower reimbursement rates by increasing the scan volume of the facilities it owns or manages.

 

As a result of our vigorous marketing efforts, the number of scans performed at our centers and at our client’s centers increased from 76,468 in the first six months of fiscal 2016 to 79,351 in the first six months of fiscal 2017.

 

We manage twenty-five sites, twenty-four of which are equipped with Fonar Upright® MRI scanners (our Upright® MRI Scanners are also called Stand-Up® MRI Scanners). HMCA experienced an operating income of $9.4 million for the first six months of fiscal 2017 compared to operating income of $7.6 million for the first three months of fiscal 2016.

 

HMCA’s cost of revenues for the first six months of fiscal 2017 as compared to the first six months of fiscal 2016 decreased by 1.2% from $17.6 million to $17.3 million.

 

Consolidated

 

For the first six months of fiscal 2016, our consolidated net revenues increased by 3.2% to $37.1 million from $36.0 million for the first six months of fiscal 2016, and total costs and expenses decreased by 1.3% to $27.8 million from $28.1 million for the first six months of fiscal 2017 and for the first six months of fiscal 2016 respectively. As a result, our operating income increased 19.4% to $9.4 million in the first six months of fiscal 2017 from $7.8 million in the first six months of fiscal 2016.

 

Selling, general and administrative expenses increased by 0.9% to $8.1 million in the first six months of fiscal 2017 from $8.1 million in the first six months of fiscal 2016. The compensatory element of stock issuances, which is included in selling, general and administrative expenses, increased, $26,814 for the first six months of fiscal 2017 from $0 for the first six months of fiscal 2016.

 

Research and development expenses decreased by 9.0% to $773,000 for the first six months of fiscal 2017 from $849,000 for the first six months of fiscal 2016.

 

Interest expense in the first six months of fiscal 2017 decreased by 39.8% to $174,000 from $289,000 in the first three months of fiscal 2016. The decrease was due to the repayment of debt incurred by Fonar in connection with the acquisition of HDM.

 

Inventories increased to $2.7 million at December 31, 2016 from $2.1 million at June 30, 2016. This represents our use of raw materials and components in our business operations.

 

Net Management fee and medical receivables increased by 9.7% to $32.7 million at December 31, 2016 from $29.8 million at June 30, 2016 as a result of slower collections. The slower collections were primarily due to an increase in no-fault and workers’ compensation revenue, which typically takes longer to collect.

 

The results of operations for the first six months of fiscal 2017 reflect an increase in revenues from management, patient and other fees, as compared to the first six months of fiscal 2016 ($32.0 million for the first six months of fiscal 2017 as compared to $30.6 million for the first six months of fiscal 2016), and an decrease in MRI equipment segment revenues ($5.1 million as compared to $5.4 million). Revenues were 13.7% from the MRI equipment segment as compared to 86.3% from HMCA, for the first six months of fiscal 2017, as compared to 13.3% from the MRI equipment segment and 86.7% from HMCA for the first six months of fiscal 2016.

 

The implementation of the Patient Protection and Affordable Care Act (PPACA) is having a profound impact on the healthcare industry. We are experiencing some of the impact of the Act on our business in the reduction of reimbursement rates and fewer sales of our MRI equipment, but are unable to predict the ultimate effect of the legislative mandates and regulations on our MRI equipment segment or HMCA segment in the future.

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We are committed to improving our operating results and dealing with the challenges posed by legislative and regulatory requirements. Nevertheless, factors beyond our control, such as the timing and rate of market growth, economic conditions, the availability of credit and payor reimbursement rates, or unexpected expenditures and the timing of such expenditures, make it difficult to forecast future operating results.

 

As mentioned, one of the effects of the PPACA on our business has been the reduction in Medicare reimbursement rates for MRI scans. This also has resulted in a reduction in the reimbursement rates by commercial insurers and government programs which tie their reimbursement rates to the Medicare rates. Nevertheless, the increased patient volume of the scanning centers we manage or own has enabled us to maintain a healthy profitability in spite of these challenges. We believe we are pursuing the correct policies to cope with these problems and to improve the Company’s operating results. However, our future revenues and results of operations may be adversely impacted by future reductions in reimbursement rates.

 

Our Upright® MRI (also referred to as the Stand-Up® MRI), together with our works-in-progress, are intended to significantly improve our competitive position.

 

The Upright® MRI scanner, which operates at 6000 gauss (.6 Tesla) field strength, allows patients to be scanned while standing, sitting, reclining and in multiple flexion and extension positions. It is common in visualizing the spine that abnormalities are visualized in some positions and not others. This enables surgical corrections that heretofore would be unaddressable for lack of visualizing the symptom causing the pathology and therefore, in general enables the treating physician to achieve a better treatment outcome for his patient. A floor-recessed elevator brings the patient to the height appropriate for the targeted image region. A custom-built multi-position adjustable bed will allow patients to sit or lie on their backs, sides or stomachs at any angle. This allows the MRI technologist to ask the patient to position himself/herself in the exact position that generates his/her pain so that images of the patient in the position that explicitly generates the patient’s pain can be nailed down. Full-range-of-motion studies of the joints in virtually any direction are possible, a particularly promising feature for sports injuries.

 

In addition FONAR has announced the publication of a new book “THE CRANIOCERVICAL SYNDROME and MRI” that highlights the unique attributes of FONAR UPRIGHT® MRI Imaging (S. Karger, A.G. based in Basel, Switzerland- www.karger.com/Book/Home/261956) which has been published by S. Karger, a 125 year old company and an academic publisher of scientific and medical journals and books. The seven chapter monograph examines the rapid advances in MRI made possible by the FONAR UPRIGHT® Multi-Position MRI that are transforming the treatment of patients suffering from the craniocervical syndrome (CCS). It is written by leading international experts in the field to practitioners with a better understanding of the subtle anatomy and MRI appearances at the craniocervical junction, along with insight into the clinical significance of cerebrospinal fluid (CSF) flow measurements and its potential role in generating the devastating impairments of the neurodegenerative diseases: Alzheimer’s (5.1 million patients in the United States), childhood and adult Autism (3.0 million), Parkinson’s (1.0 million), Multiple Sclerosis (250,000-350,000) and Amyotrophic Lateral Sclerosis (ALS) (30,000). It calls attention to the revolutionary importance of FONAR’s new UPRIGHT® MRI imaging technology and the prospect of significantly relieving the suffering of the above totaled 9.38 million patients afflicted with these disorders.

 

Fonar also announced a major diagnostic breakthrough in multiple sclerosis achieved with advanced Upright® MRI. Medical researchers at FONAR published a paper reporting a diagnostic breakthrough in multiple sclerosis (MS), based on observations made possible by the Company’s unique Upright® Multi-Position™ MRI scanner. The findings reveal that the cause of multiple sclerosis may be biomechanical and related to earlier trauma to the neck, which can result in obstruction of the flow of cerebrospinal fluid (CSF), which is produced and stored in the central anatomic structures of the brain known as the ventricles. Since the ventricles produce a large net volume of CSF each day (500 cc), the obstruction can result in a build up of pressure within the ventricles, resulting in leakage of the CSF and the antigenic polypeptides it contains into the surrounding brain tissue. This leakage could be responsible for generating the brain lesions of multiple sclerosis.

 

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The paper, titled “The Possible Role of Cranio-Cervical Trauma and Abnormal CSF Hydrodynamics in the Genesis of Multiple Sclerosis," appears in the of the journal Physiological Chemistry and Physics and Medical NMR (Sept. 20, 2011).

 

This capability of the Fonar Upright® technology has demonstrated its key value on patients with the Arnold-Chiari syndrome [Cerebellar Tonsil Extopia (CTE)], 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, because the brain stem descends and is compressed at the base of the skull in the foramen magnum, which is the circular bony opening at the base of the skull where the spinal cord exits the skull. Conventional lie-down MRI scanners cannot make an adequate evaluation of this pathology since the patient's pathology is most visible and the symptoms most acute when the patient is scanned in the upright fully weight-bearing position.

 

A combined study of 1,200 neck pain patients published in “Brain Injury” (July 2010) by eight university medical centers reported that cerebellar tonsil ectopia (CTE) of 1mm or greater was found and visualized 2.5 times (250%) more frequently when patients who had sustained automobile whiplash injuries were scanned upright rather than lying down.

 

The Upright® MRI has also demonstrated its value for patients suffering from scoliosis. Scoliosis patients have been typically subjected to routine x-ray exams for years and must be imaged upright for an adequate evaluation of their scoliosis. Because the patient must be standing for a complete evaluation of the extent of the patient’s scoliosis, an x-ray machine has been the only modality that could provide that service. The Upright® MRI is the only MRI scanner which allows the patient to stand during the MRI exam. Fonar has developed an 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 the average in the course of their scoliosis treatment. The Upright® MRI examination of scoliosis enables the needed imaging evaluation of the degree of spine scoliosis without exposing the patient to the risk of breast cancer from x-radiation. Currently scoliosis affects more than 3,000,000 American women.

 

In addition, the University of California, Los Angeles (UCLA) reported their results of their study of 1,302 patients utilizing the Fonar Upright® MRI at the 22nd Annual Meeting of the North American Spine Society on October 23, 2007. The UCLA study showed the superior ability of the Fonar Upright® MRI to detect spine pathology, including spondylolisthesis, disc herniations and disc degeneration, as compared to visualizations of the spine produced by traditional single position static MRIs.

 

The UCLA study by MRI of 1,302 back pain patients when they were in the Fonar Upright® MRI and examined in a full range of flexion and extension positions made possible by Fonar’s new Upright® technology established that significant “misses” of pathology were occurring with static single position MRI imaging. At L4-5, the vertebral level responsible for 49.8% of lumbar disc herniations, 35.1% of the spondylolistheses (vertebral instabilities) visualized by the Upright® MRI, were being missed by static single position MRI (510 patients). Since this vertebral segment is responsible for the majority of all disc herniations, the finding may reveal a significant cause of failed back surgeries. The UCLA study further showed the “miss-rate” of vertebral instabilities by static only MRI was even higher, 38.7%, at the L3-4 vertebral segment. Additionally, the UCLA study showed that MRI examinations of the cervical spine that did not perform extension images of the neck “missed” disc bulges 23.75% of the time (163 patients).

 

The UCLA study further reported that they were able to quantitatively measure the dimensions of the central spinal canal with the “highest accuracy” using the FONAR Upright® MRI thereby enabling the extent of spinal canal stenosis that existed in patients to be measured. Spinal canal stenosis gives rise to the symptom complex intermittent neurogenic claudication manifest as debilitating pain in the back and lower extremities, weakness and difficulties in ambulation and leg paresthesias. Spinal canal stenosis is a spinal compression syndrome separate and distinct from the more common nerve compression syndrome of the spinal nerves as they exit the vertebral column through the bony neural foramen.

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The Fonar Upright® MRI can also be useful for MRI directed emergency neuro-surgical procedures as the surgeon would have unhindered access to the patient’s head when the patient is supine with no restrictions in the vertical direction. This easy-entry, mid-field-strength scanner could prove ideal for trauma centers where a quick MRI-screening within the first critical hour of treatment will greatly improve patients’ chances for survival and optimize the extent of recovery.

 

Liquidity and Capital Resources

 

Cash and cash equivalents decreased by 9.8% from $8.5 million at June 30, 2016 to $7.7 million at December 31, 2016, primarily as a result of the increased purchases of property and equipment.

 

Cash provided by operating activities for the first six months of fiscal 2017 was $6.7 million. Cash provided by operating activities was attributable principally to net income of $9.4 million and depreciation and amortization of $1.7 million, offset by an increase in accounts, management fee receivables and medical receivables of $2.7 million and a decrease in other current liabilities of $2.6 million.

 

Cash used in investing activities for the first six months of fiscal 2017 was $1.6 million. The principal uses of cash used in investing activities during the first six months of fiscal 2017 consisted of patent costs of $96,000 and the purchase of property and equipment of $1.5 million.

 

Cash used in financing activities for the first six months of fiscal 2017 was $5.9 million. The principal uses of cash in financing activities during the first six months of fiscal 2017 were the repayment of principal on long-term debt and capital lease obligations of $2.4 million and distributions to non-controlling interests of $3.5 million.

 

Total liabilities decreased by 20.1% to $19.3 million at December 31, 2016 from $24.1 million at June 30, 2016. “Other” current liabilities decreased by 25.1% to $8.1 million at December 31, 2016 from $10.8 million at June 30, 2016. Long-term debt and capital lease obligations decreased from $2.1 million to $411,000. The current portion of our unearned revenue on service contracts increased from $4.7 million to $4.8 million. Customer deposits decreased from $1.2 million at June 30, 2016 to $1.0 million at December 31, 2016 as a result of reduced sales.

 

As of December 31, 2016, the total of $8.1 million in “other” current liabilities included accrued salaries and payroll taxes of $1.1 million, and sales taxes of $2.3 million plus accrued interest and penalties of $2.5 million.

 

Our working capital increased to $31.2 million at December 31, 2016 from $24.9 million at June 30, 2016. This resulted from an increase in current assets ($45.6 million at June 30, 2016 as compared to $48.4 million at December 31, 2016), and a decrease in current liabilities from $20.6 million at June 30, 2016 to $17.3 million at December 31, 2016.

 

The ultimate realization of deferred tax assets is dependent on the generation of future taxable income during the periods in which those temporary differences become deductible. The Company considers projected future taxable income and tax planning strategies in making this assessment. A valuation allowance will be maintained until sufficient positive evidence exists to support the reversal of any portion or all of the valuation allowance. Should the Company continue to remain profitable in the future periods with supportable trends, the valuation allowance will be reversed accordingly.

 

During the three and six month periods ended December 31, 2016, the Company recorded an increase in its deferred tax asset of $800,000 compared to no increase for the corresponding periods in the prior years. During the three months ended December 31, 2016 the Company recorded a net tax benefit of $353,000 ($800,000 benefit offset by a $447,000 provision for estimated income taxes) and a tax provision of $40,000 for the three months ended December 31, 2015, in its condensed consolidated statements of income. During the six months ended December 31, 2016 the Company recorded a net tax benefit of $153,000 ($800,000 benefit offset by a $647,000 tax provision) and a net tax provision of $90,000 for the six months ended December 31, 2015, in its condensed consolidated statements of income.

 

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Fonar has not committed to making any significant capital expenditures for the remainder of the 2017 fiscal year. A new scanner was acquired by HMCA and placed in service to a site in Florida managed by HMCA. HMCA is also in the process of negotiating the acquisition of a new facility in White Plains, New York.

 

Critical to our business plan are the improvement and expansion of the MRI facilities managed or owned by HMCA, and increasing the number of scans performed at those facilities. In addition, our business plan calls for a continuing commitment to providing our customers with enhanced equipment service and maintenance capabilities and delivering state-of-the-art, innovative and high quality equipment and upgrades at competitive prices.

 

In furtherance of our business plan, HMCA began managing a twenty-fifth MRI scanning facility located in Great Neck, New York, in the last week of December, 2015.

 

Management is seeking to promote wider market recognition of Fonar’s scanner products, and to increase demand for Upright® scanning at the facilities HMCA owns or manages. Given the liquidity and credit constraints in the markets, and the uncertainty resulting for the Patient Protection and Affordable Care Act, the sale of medical equipment has and may continue to suffer.

 

The Company believes that its business plan has been responsible for the past four consecutive fiscal years and past two fiscal quarters of profitability (fiscal 2012, fiscal 2013, fiscal 2014, fiscal 2015, fiscal 2016 and the first three months of fiscal 2017) and that its capital resources will be adequate to support operations at current levels through at least December 31, 2017. In the past, the Company experienced periods of working capital deficits and prior to fiscal 2011, losses. The future effects on our business of healthcare reform legislation, the Deficit Reduction Act, the 2.3% excise tax on sales of medical equipment, reimbursement rates and the general economic and business climate are not known at the present time. Nevertheless, there is a possibility of adverse consequences to our business operations from these causes.

 

 

Item 3. Quantitative and Qualitative Disclosures About Market Risk

 

The Company maintains its funds in liquid accounts. None of our investments are in fixed rate instruments.

 

All of our revenue, expense and capital purchasing activities are transacted in United States dollars.

 

 

Item 4. Controls and Procedures.

 

Disclosure Controls and Procedures

 

We carried out an evaluation, under the supervision and with the participation of our management, including our chief executive officer and chief financial officer, of the effectiveness of the design and operation of our disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the ‘‘Exchange Act’’). Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by an issuer in the reports that it files or submits under the Exchange Act is accumulated and communicated to the issuer’s management, including its principal executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure. Based upon our evaluation, our chief executive officer and chief financial officer concluded that our disclosure controls and procedures are effective, as of December 31, 2016, in ensuring that material information that we are required to disclose in reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission rules and forms.

 

Changes in Internal Control over Financial Reporting

 

There were no changes in our system of internal control over financial reporting during the three months ended December 31, 2016 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

 

 

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PART II – OTHER INFORMATION