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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

 

Pursuant to Section 13 or 15(d) of the Securities Act of 1934

 

Date of Report (Date of earliest event reported): March 31, 2023

 

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 third Fiscal Quarter of Fiscal 2023 which ended March 31, 2023 in a press release dated May 15, 2023.

 

Exhibits:

  99.1 Press Release dated May 15, 2023.  

 

SIGNATURES

 

Pursuant to the requirements of the Securities and Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

FONAR CORPORATION

(Registrant)

-------------------------------------------

By /s/ Timothy R. Damadian

Timothy R. Damadian

President and CEO

Dated: May 15, 2023

EX-99 2 fonar_exhibit-99.htm FONAR PRESS RELEASE

 

 

NEWS   Fonar Corporation
For Immediate Release   The Inventor of MR Scanning™
Contact: Daniel Culver   An ISO 9001 Company
Director of Communications   Melville, New York 11747
E-mail: investor@fonar.com   Phone: (631) 694-2929
www.fonar.com   Fax: (631) 390-1772

 

FONAR ANNOUNCES FINANCIAL RESULTS FOR FISCAL 2023 3RD QUARTER AND NINE-MONTH PERIOD

· Total MRI scan volume at the HMCA-managed sites increased 7% to 49,451 scans for the quarter ended March 31, 2023 versus the corresponding quarter one year earlier. For the nine-month period ended March 31, 2023, 139,339 scans were performed as compared to 140,650 for the corresponding nine-month period one year ago.
· Net Income increased 37% to $4.5 million for the quarter ended March 31, 2023 and decreased 27% to $9.9 million for the nine-month period ended March 31, 2023.
· Diluted Net Income Per Common Share Available to Common Stockholders increased 72% to $0.55 for the third fiscal quarter ended March 31, 2023 and decreased 19% to $1.16 for the nine-month period ended March 31, 2023.
· Total Revenues-Net increased 3% to $25.4 million for the quarter ended March 31, 2023 as compared to the corresponding quarter one year ago. Total Revenues-Net were $72.9 million for the nine-month period ended March 31, 2023, approximately the same as the corresponding nine-month period one year ago.
· Total Cash, Cash Equivalents and Short Term Investments increased 2% to $49.7 million at March 31, 2023 as compared to $48.8 million at June 30, 2022.
· Net Book Value per Common Share increased 6% to $22.79 at March 31, 2023 as compared to $21.59 at March 31, 2022, one year ago.

 

MELVILLE, NEW YORK, May 15, 2023 - FONAR Corporation (NASDAQ-FONR), The Inventor of MR Scanning™, reported today its financial results for the 3rd fiscal 2023 quarter and nine-month period ended March 31, 2023. FONAR’s primary source of income and growth is attributable to its diagnostic imaging management subsidiary, Health Management Company of America (HMCA). In 2009, HMCA managed 9 MRI scanners. Currently, HMCA manages 41 MRI scanners.

 

Operating Results

 

Total Revenues-Net for the third fiscal quarter ended March 31, 2023 increased 3% to $25.4 million as compared to $24.6 million for the third fiscal quarter ended March 31, 2022. Total Revenues-Net for the nine-month period ended March 31, 2023 was $72.9 million as compared to $72.8 million for the nine-month period ended March 31, 2022.

 

Income From Operations for the third fiscal quarter ended March 31, 2023 decreased 26% to $4.2 million as compared to $5.6 million for the third fiscal quarter ended March 31, 2022. Income From Operations for the nine-month period ended March 31, 2023 decreased 31% to $12.3 million as compared to $17.9 million for the nine-month period ended March 31, 2022.

 

   

 

Net Income for the third fiscal quarter ended March 31, 2023 decreased 37% to $4.5 million as compared to $3.3 million for the quarter ended March 31, 2022. Net Income for the nine-month period ended March 31, 2023 decreased 27% to $9.9 million as compared to $13.6 million for the nine-month period ended March 31, 2022.

 

Diluted Net Income Per Common Share Available to Common Stockholders increased 72% to $0.55 for the third fiscal quarter ended March 31, 2023 as compared to $0.32 for the third fiscal quarter ended March 31, 2022. Diluted Net Income Per Common Share Available to Common Stockholders for the nine-month period ended March 31, 2023 decreased 19% to $1.16 as compared to $1.43 for the nine-month period ended March 31, 2022.

 

Total Costs and Expenses were $21.3 million for the third fiscal quarter ended March 31, 2023 and were $18.9 million for the third fiscal quarter ended March 31, 2022. Total Costs and Expenses for the nine-month period ended March 31, 2023 were $60.6 million and for the nine-month period ended March 31, 2022 were $54.9 million.

 

Balance Sheet Items

 

Total Cash and Cash Equivalents and Short Term Investments at March 31, 2023 were $49.7 million as compared to the $48.8 million at June 30, 2022.

 

Total Assets at March 31, 2023 and June 30, 2022 were $199.3 million.

 

Total Liabilities at March 31, 2023 were $48.7 million as compared to $53.1 million at June 30, 2022.

 

The ratio of Total Assets / Total Liabilities increased 9% to 4.1 at March 31, 2023 as compared to 3.8 at June 30, 2022.

 

Total Current Assets at March 31, 2023 were $122.0 million as compared to $118.7 million at June 30, 2022.

 

Total Current Liabilities at March 31, 2023 were $13.9 million as compared to $16.7 million at June 30, 2022.

 

Total Stockholders Equity at March 31, 2023 was $150.6 million as compared to $146.2 million at June 30, 2022.

 

The Current Ratio (Current Assets / Current Liabilities) increased 24% to 8.8 as compared to 7.1 at June 30, 2022.

 

Working Capital increased 6% to $108.1 million at March 31, 2023 as compared to $101.9 million at June 30, 2022.

 

Net Book Value per Common Share increased 6% to $22.79 at March 31, 2023 as compared to $21.59 at March 31, 2022, one year ago.

 

Cash Flow Statement Item

 

Net Cash Provided by Operating Activities was $10.1 million for the nine-month periods ended March 31, 2023 and March 31, 2022.

  Page 2  

Management Discussion

 

Timothy Damadian, Chairman, President and CEO of FONAR, said: “Scan volume at HMCA-managed sites for the nine-month period ending on March 31, 2023 was 139,339, which was down 1% in comparison to 140,650 scans in the corresponding period of the previous year. This was largely due to initial and then lingering COVID-related staffing shortages felt throughout the healthcare industry. In our case, the shortage has been especially acute among MRI technologists.”

 

“Thanks to innovative recruitment efforts, I’m pleased to report that we have been successful in filling many of the technologist vacancies, enabling most sites to return to their usual business hours, which is clearly reflected in the third quarter: Scan volume for the 3-month period ending on March 31, 2023 was 49,451, setting a new record number for the number of scans completed in any 3-month period in the history of the Company. The third quarter scan volume was 8.9% higher than that of the previous quarter (45,412) and 7.1% higher than the scan volume of the corresponding period of the previous fiscal year (46,190).”

 

Mr. Damadian continued, “The COVID pandemic was certainly the most destructive business disruption in HMCA’s history. We felt the worst of it in the last quarter of Fiscal 2020 and have been dealing with it ever since. So we are grateful that in spite of the pandemic, the Company has been able to maintain positive trends in both revenue and profit. SG&A and net income continue to be affected by management fee reserves, as well as tax adjustments resulting from a very detailed analysis of FONAR’s tax loss carry-forwards.”

“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, we have to date repurchased 79,540 shares at a cost of approximately $1.35 million.”

 

“As of March 31, 2023, HMCA was managing 41 MRI scanners, 24 in New York and 17 in Florida. In the fourth quarter of Fiscal 2023, we expect to be managing a brand new facility in the southern part of the Bronx, New York, which will be an ideal extension of the existing site located in the central part of that borough.”

 

“I am grateful to our management team and all the HMCA employees who have been working diligently to get our COVID-impaired sites back on track, planning, preparing and working towards growth, and keeping the Company profitable.”

 

 

 

  Page 3  

About FONAR

 

FONAR, the Inventor of MR Scanning™, is located in Melville, NY, was incorporated in 1978, and is the first, oldest and most experienced MRI Company in the industry. FONAR introduced the world’s first commercial MRI in 1980, and went public in 1981. 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 and ”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 central nervous system. FONAR’s UPRIGHT® Multi-Position™ MRI is the only scanner licensed under these patents.

 

UPRIGHT®, STAND-UP® and Open Sky MRI® are registered trademarks and Multi-Position™, Upright Radiology™, The Inventor of MR Scanning™, The Proof is in the Picture™, True Flow™, pMRI™, Full Range of Motion™, Spondylography™, Dynamic™, Spondylometry™, FONAR 3600™, CSP™, and Landscape™ 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.

 

  Page 4  

 

FONAR CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

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

(UNAUDITED)

 

ASSETS

 

    March 31,
2023
  June 30,
2022
Current Assets:                
 Cash and cash equivalents   $ 49,640     $ 48,723  
 Short term investments     32       32  
 Accounts receivable – net     3,720       4,336  
 Accounts receivable - related party     30       —    
 Medical receivable – net     20,460       20,109  
 Management and other fees receivable – net     35,201       33,419  
Management and other fees receivable – related medical practices – net     9,088       8,603  
 Inventories     2,661       2,360  
 Prepaid expenses and other current assets     1,166       1,104  
  Total Current Assets     121,998       118,686  
                 
Accounts receivable – long term     1,003       1,872  
 Deferred income tax asset - net     10,911       12,843  
 Property and equipment – net     22,775       22,282  
 Right-of-use Asset – operating lease     33,581       34,232  
 Right-of-use Asset – financing lease     779       928  
 Goodwill     4,269       4,269  
 Other intangible assets – net     3,494       3,704  
 Other assets     526       526  
  Total Assets   $ 199,336     $ 199,342  

 

  

  Page 5  

 

FONAR CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

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

(UNAUDITED)

 

LIABILITIES AND STOCKHOLDERS’ EQUITY

 

    March 31,
2023
  June 30,
2022
Current Liabilities:                
Current portion of long-term debt   $ 43     $ 40  
Accounts payable     1,719       1,552  
Other current liabilities     3,496       6,417  
 Unearned revenue on service contracts     3,615       4,289  
 Unearned revenue on service contracts – related party     28       —    
 Operating lease liability - current portion     3,981       3,880  
 Financing lease liability - current portion     217       210  
Customer deposits     826       361  
Total Current Liabilities     13,925       16,749  
                 
Long-Term Liabilities:                
 Unearned revenue on service contracts     1,015       1,857  
 Deferred income tax liability     216       216  
 Due to related medical practices     93       93  
 Operating lease liability – net of current portion     32,630       33,091  
 Financing lease liability – net of current portion     657       838  
 Long-term debt less current portion     126       155  
 Other liabilities     57       107  
                 
Total Long-Term Liabilities     34,794       36,357  
 Total Liabilities     48,719       53,106  

 

  Page 6  

 

FONAR CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

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

(UNAUDITED)

  

LIABILITIES AND STOCKHOLDERS’ EQUITY (Continued)

 

STOCKHOLDERS' EQUITY:   March 31, 2023   June 30,
2022
Class A non-voting preferred stock $.0001 par value; 453 shares authorized at March 31, 2023 and June 30, 2022, 313 issued and outstanding at March 31, 2023 and June 30, 2022   $ —       $ —    
Preferred stock $.001 par value; 567 shares authorized at March 31, 2023 and June 30, 2022, issued and outstanding – none     —         —    
Common Stock $.0001 par value; 8,500 shares authorized at March 31, 2023 and June 30, 2022, 6,607 and 6,566 issued at March 31, 2023 and June 30, 2022, respectively 6,538 and 6,554 outstanding at March 31, 2023 and June 30, 2022, respectively     1       1  
Class B Common Stock (10 votes per share) $.0001 par value; 227 shares authorized at March 31, 2023 and June 30, 2022,146 issued and outstanding at March 31, 2023 and June 30, 2022     —         —    
 Class C Common Stock (25 votes per share) $.0001 par value; 567 shares authorized at March 31, 2023 and June 30, 2022, 383 issued and outstanding at March 31, 2023 and June 30, 2022     —         —    
 Paid-in capital in excess of par value     184,130       184,531  
 Accumulated deficit     (25,428 )     (33,567 )
Treasury stock, at cost - 69 shares of common stock at March 31, 2023 and 12 shares of common stock at June 30, 2022     (1,522 )     (675 )
 Total Fonar Corporation’s Stockholders’ Equity     157,181       150,290  
 Noncontrolling interests     (6,564 )     (4,054 )
 Total Stockholders' Equity     150,617       146,236  
 Total Liabilities and Stockholders' Equity   $ 199,336     $ 199,342  

 

   

  Page 7  

 

FONAR CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF INCOME

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

(UNAUDITED)

   

FOR THE THREE MONTHS

ENDED MARCH 31,

REVENUES   2023   2022
Patient fee revenue – net of contractual allowances and discounts   $ 8,188     $ 7,641  
Product sales – net     25       135  
Service and repair fees – net     1,831       1,876  
Service and repair fees - related parties – net     28       28  
Management and other fees – net     12,375       11,904  
Management and other fees - related medical practices – net     2,975       2,987  
Total Revenues – Net     25,422       24,571  
COSTS AND EXPENSES                
Costs related to patient fee revenue     4,056       3,306  
Costs related to product sales     196       53  
Costs related to service and repair fees     801       747  
Costs related to service and repair fees - related parties     12       11  
Costs related to management and other fees     7,157       6,696  
Costs related to management and other fees – related medical practices     1,455       1,698  
Research and development     435       354  
Selling, general and administrative     7,143       6,068  
Total Costs and Expenses     21,255       18,933  
Income From Operations     4,167       5,638  
Other Expense     (6 )     —    
Interest (Expense) Income     (15 )     31  
Investment Income     356       58  
Income Before Provision for Income Taxes and Noncontrolling Interests     4,502       5,727  
Provision for Income Taxes     (17 )     (2,465 )
Net Income     4,485       3,262  
Net Income - Noncontrolling Interests     (625 )     (971 )
Net Income – Attributable to FONAR   $ 3,860     $ 2,291  
Net Income Available to Common Stockholders   $ 3,627     $ 2,153  
Net Income Available to Class A Non-Voting Preferred Stockholders   $ 174     $ 103  
Net Income Available to Class C Common Stockholders   $ 59     $ 35  
Basic Net Income Per Common Share Available to Common Stockholders   $ 0.56     $ 0.33  
Diluted Net Income Per Common Share Available to Common Stockholders   $ 0.55     $ 0.32  
Basic and Diluted Income Per Share – Class C Common   $ 0.16     $ 0.09  
Weighted Average Basic Shares Outstanding – Common Stockholders     6,481       6,554  
Weighted Average Diluted Shares Outstanding - Common Stockholders     6,609       6,682  
Weighted Average Basic and Diluted Shares Outstanding – Class C Common     383       383  
                 

 

  Page 8  

 

FONAR CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF INCOME

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

(UNAUDITED)

   

FOR THE NINE MONTHS

ENDED MARCH 31,

REVENUES   2023   2022
Patient fee revenue – net of contractual allowances and discounts   $ 21,393     $ 21,935  
Product sales – net     225       481  
Service and repair fees – net     5,489       5,720  
Service and repair fees - related parties – net     83       83  
Management and other fees – net     36,717       35,985  
Management and other fees - related medical practices – net     8,962       8,576  
Total Revenues – Net     72,869       72,780  
COSTS AND EXPENSES                
Costs related to patient fee revenue     11,879       9,785  
Costs related to product sales     580       352  
Costs related to service and repair fees     2,241       2,190  
Costs related to service and repair fees - related parties     34       32  
Costs related to management and other fees     20,281       20,497  
Costs related to management and other fees – related medical practices     4,345       5,024  
Research and development     1,126       1,109  
Selling, general and administrative     20,074       15,928  
Total Costs and Expenses     60,560       54,917  
Income From Operations     12,309       17,863  
Other (Expense) Income     (203 )     858  
Interest Expense     (41 )     (9 )
Investment Income     770       180  
Income Before Provision for Income Taxes and Noncontrolling Interests     12,835       18,892  
Provision for Income Taxes     (2,889 )     (5,311 )
Net Income     9,946       13,581  
Net Income - Noncontrolling Interests     (1,807 )     (3,383 )
Net Income – Attributable to FONAR   $ 8,139     $ 10,198  
Net Income Available to Common Stockholders   $ 7,647     $ 9,583  
Net Income Available to Class A Non-Voting Preferred Stockholders   $ 367     $ 458  
Net Income Available to Class C Common Stockholders   $ 125     $ 157  
Basic Net Income Per Common Share Available to Common Stockholders   $ 1.18     $ 1.46  
Diluted Net Income Per Common Share Available to Common Stockholders   $ 1.16     $ 1.43  
Basic and Diluted Income Per Share – Class C Common   $ 0.33     $ 0.41  
Weighted Average Basic Shares Outstanding – Common Stockholders     6,487       6,554  
Weighted Average Diluted Shares Outstanding - Common Stockholders     6,615       6,682  
Weighted Average Basic and Diluted  Shares Outstanding – Class C Common     383       383  

 

  Page 9  

 

FONAR CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

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

(UNAUDITED)

    FOR THE NINE MONTHS
ENDED MARCH 31,
    2023   2022
Cash Flows from Operating Activities:                
 Net income   $ 9,946     $ 13,581  
 Adjustments to reconcile net income to net cash provided by operating activities:                
Depreciation and amortization     3,357       3,543  
Amortization on right-of-use assets     3,306       2,953  
Provision for bad debts     4,441       2,150  
Deferred income tax – net     1,931       3,484  
Gain on forgiveness of PPP loan     —         (701 )
(Increase) decrease in operating assets, net:                
Accounts, medical and management fee receivable(s)     (5,604 )     (4,950 )
Notes receivable     11       32  
Contract assets     —         (15 )
Inventories     (301 )     (705 )
Prepaid expenses and other current assets     (73 )     112  
Other assets     —         132  
Increase (decrease) in operating liabilities, net:                
Accounts payable     168       (855 )
Other current liabilities     (4,409 )     (5,480 )
Operating lease liabilities     (2,865 )     (2,579 )
Financing lease liabilities     (175 )     (151 )
Customer deposits     465       (370 )
Contract liabilities     —         (15 )
Other liabilities     (49 )     (49 )
Net cash provided by operating activities     10,149       10,117  
 Cash Flows from Investing Activities:                
Purchases of property and equipment     (3,553 )     (3,807 )
 Purchase of noncontrolling interests     —         (546 )
Cost of patents     (87 )     (60 )
Net cash used in investing activities     (3,640 )     (4,413 )
 Cash Flows from Financing Activities:                
 Repayment of borrowings and capital lease obligations     (26 )     (23 )
 Purchase of treasury stock     (1,249 )     —    
 Distributions to noncontrolling interests     (4,317 )     (4,131 )
Net cash used in financing activities     (5,592 )     (4,154 )
 Net Increase in Cash and Cash Equivalents     917       1,550  
Cash and Cash Equivalents - Beginning of Period     48,723       44,460  
Cash and Cash Equivalents - End of Period   $ 49,640     $ 46,010  

 

  Page 10