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~~SEPTEMBER 30, 2016~~ MARCH 31, 2017

Commission file number 0-10248

~~Commission file number 0-10248~~

FONAR CORPORATION

(Exact name of registrant as specified in its charter)

DELAWARE		11-2464137
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer 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_~~ 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_~~ X NO ___

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definition of accelerated filer, large accelerated filer or smaller reporting company in Rule 12b-2 of the Exchange Act.(Check one): Large accelerated filer___ Accelerated filer~~_X_~~ X Non-accelerated ~~filer___~~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_~~ _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 ~~November 4, 2016~~April 30, 2017
Common Stock, par value $.0001	~~6,158,073~~	6,202,242
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

Page 1

FONAR CORPORATION AND SUBSIDIARIES

INDEX


PART I - FINANCIAL INFORMATION	~~PAGE~~Page No.
Item 1. Financial Statements			3
Condensed Consolidated Balance Sheets - ~~September 30, 2016~~March 31, 2017 (Unaudited) and June 30, 2016		3
Condensed Consolidated Statements of Income for the Three Months Ended ~~September 30,~~March 31, 2017 and March 31, 2016 ~~and September 30, 2015~~ (Unaudited)		6
Condensed Consolidated Statements of ~~Cash Flows~~Income for the ~~Three~~Nine Months Ended ~~September 30,~~March 31, 2017 and March 31, 2016 ~~and September 30, 2015~~ (Unaudited)		7
Condensed Consolidated Statements of Cash Flows for the Nine Months Ended March 31, 2017 and March 31, 2016 (Unaudited)		8
Notes to Condensed Consolidated Financial Statements (Unaudited)		89
Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations		1924
Item 3. Quantitative and Qualitative Disclosures About Market Risk		2832
Item 4. Controls and Procedures		2832
PART II - OTHER INFORMATION		2932
Item 1. Legal Proceedings		2932
Item 1A. Risk Factors		2932
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds		3234
Item 3. Defaults Upon Senior Securities		3234
Item 4. Mine Safety Disclosures		3234
Item 5. Other Information		3234
Item 6. Exhibits		3235
Signatures		3335

Page 2

FONAR CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

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

(UNAUDITED)

ASSETS

	September 30, 2016		June 30, 2016 *		March 31, 2017		June 30, 2016 *
Current Assets:
Cash and cash equivalents	$	7,994	$	8,528	$	7,750	$	8,528
Accounts receivable – net		4,604		4,370
Accounts receivable - net						3,614		4,370
Accounts receivable - related party		90		—		30		—
Medical receivable – net		10,547		10,127
Medical receivable - net						11,332		10,127
Management and other fees receivable - net		16,560		15,638		18,480		15,638
Management and other fees receivable – related medical practices – net		4,232		4,064
Management and other fees receivable - related medical practices - net						5,255		4,064
Costs and estimated earnings in excess of billing on uncompleted contracts						649		—
Inventories		2,214		2,074		2,670		2,074
Prepaid expenses and other current assets		722		759		1,059		759
Total Current Assets		46,963		45,560		50,839		45,560
Deferred income tax asset		13,042		13,042		14,942		13,042
Property and equipment – net		14,563		14,513
Property and equipment - net						15,292		14,513
Goodwill		3,322		3,322		3,322		3,322
Other intangible assets – net		7,456		7,719
Other intangible assets - net						6,920		7,719
Other assets		794		732		509		732
Total Assets	$	86,140	$	84,888	$	91,824	$	84,888

*Condensed*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~~ LABILITIES AND ~~STOCKHOLDERS’~~STOCKHOLDERS' EQUITY

	September 30, 2016		June 30, 2016 *			March 31, 2017		June 30, 2016 *
Current Liabilities:
Current portion of long-term debt and capital leases	$	2,436	$	2,448		$	727	$	2,448
Accounts payable		1,304		1,254			1,183		1,254
Other current liabilities		8,269		10,827			7,483		10,827
Unearned revenue on service contracts		4,936		4,679			3,987		4,679
Unearned revenue on service contracts – related party		83		—
Customer deposits		1,067		1,199
Unearned revenue on service contracts - related party							28		—
Customer advances							1,018		1,199
Billings in excess of costs and estimated earnings on uncompleted contracts		176		207			25		207
Total Current Liabilities		18,271		20,614	��		14,451		20,614
Long-Term Liabilities:
Deferred income tax liability		482		482			482		482
Due to related medical practices		236		245			228		245
Long-term debt and capital leases, less current portion		661		2,059			348		2,059
Other liabilities		803		712			890		712
Total Long-Term Liabilities		2,182		3,498			1,948		3,498
Total Liabilities		20,453		24,112			16,399		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’~~STOCKHOLDERS' EQUITY (Continued)

STOCKHOLDERS' EQUITY: September 30, 2016 June 30, 2016 *
Class A non-voting preferred stock $.0001 par value; 453 shares authorized at September 30, 2016 and June 30, 2016, 313 issued and outstanding at September 30, 2016 and June 30, 2016 $ —   $ —
Preferred stock $.001 par value; 567 shares authorized at September 30, 2016 and June 30, 2016, issued and outstanding – none —   —
Common Stock $.0001 par value; 8,500 shares authorized at September 30, 2016 and June 30, 2016, 6,170 and 6,062 issued at September 30, 2016 and June 30, 2016, respectively; 6,158 and 6,051 outstanding at September 30, 2016 and June 30, 2016, respectively 1 1
Class B Common Stock (10 votes per share) $.0001 par value; 227 shares authorized at September 30, 2016 and June 30, 2016; .146 issued and outstanding at September 30, 2016 and June 30, 2016 —   —
Class C Common Stock (25 votes per share) $.0001 par value; 567 shares authorized at September 30, 2016 and June 30, 2016, 383 issued and outstanding at September 30, 2016 and June 30, 2016 —   —
Paid-in capital in excess of par value 175,948 173,702
Accumulated deficit (117,053 ) (120,624 )
Notes receivable from employee stockholders (22 ) (24 )
Treasury stock, at cost - 12 shares of common stock at September 30, 2016 and June 30, 2016 (675 ) (675 )
Total Fonar Corporation Stockholder Equity 58,199 52,380
Noncontrolling interests 7,488 8,396
Total Stockholders' Equity 65,687 60,776
Total Liabilities and Stockholders' Equity $ 86,140 $ 84,888

STOCKHOLDERS' EQUITY:		March 31, 2017			June 30, 2016 *
Class A non-voting preferred stock $.0001 par value; 453 shares authorized at March 31, 2017 and June 30, 2016, 313 issued and outstanding at March 31, 2017 and June 30, 2016	$	—		$	—
Preferred stock $.001 par value; 567 shares authorized at March 31, 2017 and June 30, 2016, issued and outstanding - none		—			—
Common Stock $.0001 par value; 8,500 shares authorized at March 31, 2017 and June 30, 2016, 6,214 and 6,062 issued at March 31, 2017 and June 30, 2016; 6,202 and 6,051 outstanding at March 31, 2017 and June 30, 2016		1			1
Class B Common Stock (10 votes per share) $ .0001 par value; 227 shares authorized at March 31, 2017 and June 30, 2016, .146 issued and outstanding at March 31, 2017 and June 30, 2016		—			—
Class C Common Stock (25 votes per share) $.0001 par value; 567 shares authorized at March 31, 2017 and June 30, 2016, 383 issued and outstanding at March 31, 2017 and June 30, 2016		—			—
Paid-in capital in excess of par value		176,761			173,702
Accumulated deficit		(106,911	)		(120,624	)
Notes receivable from employee stockholders		(19	)		(24	)
Treasury stock, at cost - 12 shares of common stock at March 31, 2017 and June 30, 2016		(675	)		(675	)
Total Fonar Corporation Stockholder Equity		69,157			52,380
Non controlling interests		6,268			8,396
Total Stockholders' Equity		75,425			60,776
Total Liabilities and Stockholders' Equity	$	91,824		$	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 SEPTEMBER 30,
REVENUES 2016 2015
Product sales – net $ 242 $ 18
Service and repair fees – net 2,351 2,284
Service and repair fees - related parties – net 28 28
Patient fee revenue, net of contractual allowances and discounts 8,823 8,114
Provision for bad debts for patient fee (3,878 ) (3,507 )
Management and other fees – net 9,261 8,829
Management and other fees - related medical practices – net 1,907 1,845
Total Revenues – Net 18,734 17,611
COSTS AND EXPENSES
Costs related to product sales 213 112
Costs related to service and repair fees 655 543
Costs related to service and repair fees - related parties 8 7
Costs related to patient fee revenue 2,414 2,228
Costs related to management and other fees 5,261 5,419
Costs related to management and other fees – related medical practices 953 1,058
Research and development 412 436
Selling, general and administrative 4,065 4,193
Total Costs and Expenses 13,981 13,996
Income From Operations 4,753 3,615
Interest Expense (98 ) (150 )
Investment Income 48 50
Other Expense (3 ) —
Income Before Provision for Income Taxes and Noncontrolling Interests 4,700 3,515
Provision for Income Taxes 200 50
Net Income 4,500 3,465
Net Income - Noncontrolling Interests (929 ) (603 )
Net Income - Controlling Interests $ 3,571 $ 2,862
Net Income Available to Common Stockholders $ 3,343 $ 2,676
Net Income Available to Class A Non-Voting Preferred Stockholders $ 170 $ 139
Net Income Available to Class C Common Stockholders $ 58 $ 47
Basic Net Income Per Common Share Available to Common Stockholders $ 0.55 $ 0.44
Diluted Net Income Per Common Share Available to Common Stockholders $ 0.54 $ 0.43
Basic and Diluted Income Per Share – Class C Common $ 0.15 $ 0.12
Weighted Average Basic Shares Outstanding – Common Stockholders 6,105 6,050
Weighted Average Diluted Shares Outstanding - Common Stockholders 6,233 6,178
Weighted Average Basic Shares Outstanding – Class C Common 383 383
Weighted Average Diluted Shares Outstanding – Class C Common 383 383

	FOR THE THREE MONTHS ENDED MARCH 31
REVENUES	2017			2016
Product sales - net	$	768		$	20
Service and repair fees - net		2,366			2,406
Service and repair fees - related parties - net		27			27
Patient fee revenue, net of contractual allowances and discounts		9,028			8,695
Provision for bad debts for patient fee		(3,979	)		(3,830	)
Management and other fees - net		9,592			9,394
Management and other fees - related medical practices - net		2,206			1,907
Total Revenues - Net		20,008			18,619
COSTS AND EXPENSES
Costs related to product sales		364			263
Costs related to service and repair fees		829			552
Costs related to service and repair fees - related parties		10			6
Costs related to patient fee revenue		1,744			2,549
Costs related to management and other fees		5,122			5,649
Costs related to management and other fees - related medical practices		1,122			1,045
Research and development		332			395
Selling, general and administrative		4,483			4,063
Total Costs and Expenses		14,006			14,522
Income From Operations		6,002			4,097
Interest Expense		(69	)		(127	)
Investment Income		47			56
Other Income		2			—
Income Before Benefit (Provision) for Income Taxes and Non Controlling Interests		5,982			4,026
Benefit (Provision) for Income Taxes		1,140			(145	)
Net Income		7,122			3,881
Net Income - Non Controlling Interests		(1,222	)		(876	)
Net Income - Controlling Interests	$	5,900		$	3,005
Net Income Available to Common Stockholders	$	5,526		$	2,810
Net Income Available to Class A Non-Voting Preferred Stockholders	$	279		$	145
Net Income Available to Class C Common Stockholders	$	95		$	50
Basic Net Income Per Common Share Available to Common Stockholders	$	0.90		$	0.46
Diluted Net Income Per Common Share Available to Common Stockholders	$	0.88		$	0.45
Basic and Diluted Income Per Share-Class C Common	$	0.25		$	0.13
Weighted Average Basic Shares Outstanding - Common Stockholders		6,166			6,050
Weighted Average Diluted Shares Outstanding - Common Stockholders		6,294			6,178
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 NINE MONTHS ENDED MARCH 31,
REVENUES	2017			2016
Product sales - net	$	1,103		$	780
Service and repair fees - net		7,074			6,970
Service and repair fees - related parties - net		83			83
Patient fee revenue, net of contractual allowances and discounts		26,509			24,596
Provision for bad debts for patient fee		(11,859	)		(10,608	)
Management and other fees - net		28,216			27,180
Management and other fees - related medical practices - net		6,020			5,598
Total Revenues - Net		57,146			54,599
COSTS AND EXPENSES
Costs related to product sales		543			939
Costs related to service and repair fees		2,168			1,542
Costs related to service and repair fees - related parties		25			18
Costs related to patient fee revenue		6,481			7,015
Costs related to management and other fees		15,641			16,664
Costs related to management and other fees - related medical practices		3,202			3,116
Research and development		1,105			1,243
Selling, general and administrative		12,617			12,125
Total Costs and Expenses		41,782			42,662
Income From Operations		15,364			11,937
Interest Expense		(244	)		(416	)
Investment Income		145			164
Other (Expense) Income		(1	)		1
Income Before Benefit (Provision) for Income Taxes and Non Controlling Interests		15,264			11,686
Benefit (Provision) for Income Taxes		1,293			(235	)
Net Income		16,557			11,451
Net Income - Non Controlling Interests		(2,844	)		(2,091	)
Net Income - Controlling Interests	$	13,713		$	9,360
Net Income Available to Common Stockholders	$	12,842		$	8,752
Net Income Available to Class A Non-Voting Preferred Stockholders	$	649		$	453
Net Income Available to Class C Common Stockholders	$	222		$	155
Basic Net Income Per Common Share Available to Common Stockholders	$	2.09		$	1.45
Diluted Net Income Per Common Share Available to Common Stockholders	$	2.05		$	1.42
Basic and Diluted Income Per Share-Class C Common	$	0.58		$	0.40
Weighted Average Basic Shares Outstanding – Common Stockholders		6,143			6,050
Weighted Average Diluted Shares Outstanding – Common Stockholders		6,271			6,178
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 THREE MONTHS ENDED SEPTEMBER 30,						FOR THE NINE MONTHS ENDED MARCH 31,
	2016			2015			2017			2016
Cash Flows from Operating Activities:
Net income	$	4,500		$	3,465		$	16,557		$	11,451
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization		856			829			2,587			2,507
Deferred income tax benefit - net								(1,900	)		—
Provision for bad debts		(161	)		418			(38	)		(300	)
Stock issued for costs and expenses								2,239			—
Compensatory element of stock issuances		7			—			27			—
Stock issued for costs and expenses		2,239			—
Stock option exercised								2			—
(Increase) decrease in operating assets, net:
Accounts, medical and management fee receivable(s)		(1,675	)		(2,186	)		(4,476	)		(3,674	)
Notes receivable		12			11			12			17
Costs and estimated earnings in excess of billings on uncompleted contracts								(649	)		403
Inventories		(140	)		(104	)		(596	)		(43	)
Prepaid expenses and other current assets		26			73			(278	)		9
Other assets		(63	)		12			223			(143	)
Increase (decrease) in operating liabilities, net:
Accounts payable		50			(187	)		(72	)		(437	)
Other current liabilities		(2,218	)		1,120			(4,008	)		576
Customer deposits		(132	)		1
Billings in excess of costs and estimated earnings on uncompleted contracts		(30	)		—
Customer advances								(181	)		(427	)
Billings in excess of costs and estimated earnings on completed contracts								(182	)		112
Other liabilities		92			16			178			249
Due to related medical practices		(9	)		(4	)		(17	)		—
Net cash provided by operating activities		3,354			3,464			9,428			10,300
Cash Flows from Investing Activities:
Purchases of property and equipment		(599	)		(45	)		(1,774	)		(534	)
Cost of patents		(43	)		(19	)		(122	)		(65	)
Net cash used in investing activities		(642	)		(64	)		(1,896	)		(599	)
Cash Flows from Financing Activities:
Repayment of borrowings and capital lease obligations		(1,410	)		(623	)		(3,431	)		(1,871	)
Distributions to noncontrolling interests		(1,837	)		(1,255	)
Distributions to non controlling interests								(4,972	)		(4,138	)
Proceeds received from acquisition - net								88			—
Repayment of notes receivable from employee stockholders		1			2			5			6
Net cash used in financing activities		(3,246	)		(1,876	)		(8,310	)		(6,003	)
Net (Decrease) Increase in Cash and Cash Equivalents		(534	)		1,524			(778	)		3,698
Cash and Cash Equivalents - Beginning of Period		8,528			9,449			8,528			9,449
Cash and Cash Equivalents - End of Period	$	7,994		$	10,973		$	7,750		$	13,147

See accompanying notes to condensed consolidated financial statements.

Page 78

FONAR CORPORATION AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

~~SEPTEMBER 30,~~MARCH 31, 2017 and 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 nine months ended ~~September 30, 2016,~~March 31, 2017, 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 ~~upon the~~on weighted average number of shares of 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 ~~income~~earnings per share and applied the if converted method in calculating diluted ~~income~~earnings per share for the three and nine months ended ~~September 30, 2016~~March 31, 2017 and ~~2015.~~March 31, 2016.

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 nine months ended ~~September 30,~~March 31, 2017 and March 31, 2016, ~~and 2015,~~ diluted EPS for common shareholders includes 128 shares upon conversion of Class C Common.

~~Page 8~~

~~FONAR CORPORATION AND SUBSIDIARIES~~

~~NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS~~

~~SEPTEMBER 30, 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
September 30, 2016 Three months ended
September 30, 2015
Total Common Stock
Class C Common
Stock
Total Common Stock
Class C Common
Stock
Basic
Numerator:
Net income available to common stockholders
$ 3,571 $ 3,343 $ 58 $ 2,862 $ 2,676 $ 47
Denominator:
Weighted average shares outstanding 6,105 6,105 383 6,050 6,050 383
Basic income per common share $ 0.58 $ 0.55 $ 0.15 $ 0.47 $ 0.44 $ 0.12
Diluted
Denominator:
Weighted average shares outstanding
6,105 383 6,050 383
Convertible Class C Stock 128 — 128 —
Total Denominator for diluted earnings per share 6,233 383 6,178 383
Diluted income per common share $ 0.54 $ 0.15 $ 0.43 $ 0.12

Page 9

FONAR CORPORATION AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

~~SEPTEMBER 30,~~MARCH 31, 2017 and 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 March 31, 2017						Three months ended March 31, 2016
Basic	Total		Common Stock		Class C Common Stock		Total		Common Stock		Class C Common Stock
Numerator:
Net income available to common stockholders	$	5,900	$	5,526	$	95	$	3,005	$	2,810	$	50
Denominator:
Weighted average shares outstanding		6,166		6,166		383		6,050		6,050		383
Basic income per common share	$	0.96	$	0.90	$	0.25	$	0.50	$	0.46	$	0.13

Diluted
Denominator:
Weighted average shares outstanding				6,166		383				6,050		383
Convertible Class C Stock				128		—				128		—
Total denominator for diluted earnings per share				6,294		383				6,178		383
Diluted income per common share			$	0.88	$	0.25			$	0.45	$	0.13

	Nine months ended March 31, 2017						Nine months ended March 31, 2016
Basic	Total		Common Stock		Class C Common Stock		Total		Common Stock		Class C Common Stock
Numerator:
Net income available to common stockholders	$	13,713	$	12,842	$	222	$	9,360	$	8,752	$	155
Denominator:
Weighted average shares outstanding		6,143		6,143		383		6,050		6,050		383
Basic income per common share	$	2.23	$	2.09	$	0.58	$	1.55	$	1.45	$	0.40

Diluted
Denominator:
Weighted average shares outstanding				6,143		383				6,050		383
Convertible Class C Stock				128		—				128		—
Total denominator for diluted earnings per share				6,271		383				6,178		383
Diluted income per common share			$	2.05	$	0.58			$	1.42	$	0.40

Page 10

FONAR CORPORATION AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

MARCH 31, 2017 and 2016

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

(UNAUDITED)

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES ~~(CONTINUED)~~(Continued)

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.

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.

Page 11

FONAR CORPORATION AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

MARCH 31, 2017 and 2016

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

(UNAUDITED)

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

Recent Accounting Pronouncements (Continued)

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, 2017, as deferred 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 it 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 ~~September 30, 2016~~March 31, 2017 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~~2017 or ~~2015,~~2016, 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 reclassifications did not have any effect on reported consolidated net income for any periods presented.

Page 1012

FONAR CORPORATION AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

~~SEPTEMBER 30,~~MARCH 31, 2017 and 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

~~Accounts Receivable, Medical Receivable and Management and Other Fees Receivable~~Receivables, net is comprised of the following at March 31, 2017:

	Gross Receivable		Allowance for doubtful accounts		Net
Accounts receivable	$	3,879	$	265	$	3,614
Accounts receivable - related party	$	30		—	$	30
Medical receivable	$	31,035	$	19,703	$	11,332
Management and other fees receivable	$	31,512	$	13,032	$	18,480
Management and other fees receivable - related medical practices ("PC’s")	$	5,648	$	393	$	5,255

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

September 30, 2016
Gross Receivable Allowance for doubtful accounts Net
Accounts receivable $ 4,888 $ 284 $ 4,604
Accounts receivable - related party $ 90 — $ 90
Medical receivable $ 28,752 $ 18,205 $ 10,547
Management and other fees receivable $ 29,469 $ 12,909 $ 16,560
Management and other fees receivable from related medical practices ("PC’s") $ 4,625 $ 393 $ 4,232

	June 30, 2016
		Gross Receivable		Allowance for doubtful accounts		Net	Gross Receivable		Allowance for doubtful accounts		Net
Accounts receivable	$	4,654	$	284	$	4,370	$	4,654	$	284	$	4,370
Accounts receivable - related party	$	—		—	$	—	$	—		—	$	—
Medical receivable	$	27,579	$	17,452	$	10,127	$	27,579	$	17,452	$	10,127
Management and other fees receivable	$	29,584	$	13,946	$	15,638	$	29,584	$	13,946	$	15,638
Management and other fees receivable from related medical practices ("PC’s")	$	4,457	$	393	$	4,064
Management and other fees receivable - related medical practices ("PC’s")							$	4,457	$	393	$	4,064

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

Page 13

FONAR CORPORATION AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

MARCH 31, 2017 and 2016

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

(UNAUDITED)

NOTE 3 - ACCOUNTS RECEIVABLE, MEDICAL RECEIVABLE AND MANAGEMENT AND OTHER FEES RECEIVABLE (Continued)

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 11~~

~~FONAR CORPORATION AND SUBSIDIARIES~~

~~NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS~~

~~SEPTEMBER 30, 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~~Receivable

Medical receivables are due under fee-for-service contracts from third party payors, such as hospitals, government sponsored healthcare programs, patient’s legal counsel and directly from patients. Substantially all the revenue relates to patients residing in Florida. The carrying amount of the medical receivable is reduced by an allowance that reflects management’s best estimate of the amounts that will not be collected. The Company 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 ~~64%~~62% and ~~60%~~59% of the PCs’ net revenues for the three months ended ~~September 30,~~March 31, 2017 and 2016, respectively, were derived from no-fault and ~~2015,~~personal injury protection claims. Approximately 62% and 60% of the PCs’ net revenues for the nine months ended March 31, 2017 and 2016, 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.

Page 14

FONAR CORPORATION AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

MARCH 31, 2017 and 2016

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

(UNAUDITED)

NOTE 3 - ACCOUNTS RECEIVABLE, MEDICAL RECEIVABLE AND MANAGEMENT AND OTHER FEES RECEIVABLE (Continued)

Management and Other Fees Receivable (Continued)

Net revenues from management and other fees charged to the related PCs accounted for approximately ~~10.2%~~11.0% and ~~10.5%~~10.2% of the consolidated net revenues for the three months ended ~~September 30,~~March 31, 2017 and 2016, respectively. Net revenues from management and ~~2015,~~other fees charged to the related PCs accounted for approximately 10.5% and 10.3% of the consolidated net revenues for the nine months ended March 31, 2017 and 2016, 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.

The Company’s patient fee revenue, net of contractual allowances and discounts less the provision for bad debts for the three and nine months ended ~~September 30,~~March 31, 2017 and 2016 ~~and 2015~~ are summarized in the following ~~table.~~tables.

	For the Three Months Ended September 30,						For the Three Months Ended March 31,
	2016			2015			2017			2016
Commercial Insurance/ Managed Care	$	1,264		$	1,071		$	1,228		$	1,245
Medicare/Medicaid		300			275			351			332
Workers' Compensation/Personal Injury		5,680			5,308			5,688			5,453
Other		1,579			1,460			1,761			1,665
Patient Fee Revenue, net of contractual allowances and discounts		8,823			8,114			9,028			8,695
Provision for Bad Debts		(3,878	)		(3,507	)		(3,979	)		(3,830	)
Net Patient Fee for Revenue	$	4,945		$	4,607		$	5,049		$	4,865

	For the Nine Months Ended March 31,
	2017			2016
Commercial Insurance/ Managed Care	$	3,650		$	3,438
Medicare/Medicaid		950			874
Workers' Compensation/Personal Injury		16,772			15,649
Other		5,137			4,635
Patient Fee Revenue, net of contractual allowances and discounts		26,509			24,596
Provision for Bad Debts		(11,859	)		(10,608	)
Net Patient Fee for Revenue	$	14,650		$	13,988

Page 1215

FONAR CORPORATION AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

~~SEPTEMBER 30,~~MARCH 31, 2017 and 2016 ~~and 2015~~

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

(UNAUDITED)

NOTE 4 - INVENTORIES

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

	September 30, 2016		June 30, 2016		March 31, 2017		June 30, 2016
Purchased parts, components and supplies	$	1,984	$	1,862	$	2,391	$	1,862
Work-in-process		230		212		279		212
TOTAL INVENTORIES	$	2,214	$	2,074
Total Inventories					$	2,670	$	2,074

NOTE 5 - COSTS AND ESTIMATED EARNINGS ON UNCOMPLETED CONTRACTS

Information relating to uncompleted contracts is as follows:

	September 30, 2016			June 30, 2016			March 31, 2017		June 30, 2016
Costs incurred on uncompleted contracts	$	837		$	894		$	1,031	$	894
Estimated earnings		480			491			999		491
Subtotal		1,317			1,385			2,030		1,385
Less: Billings to date		1,493			1,592			1,406		1,592
Total Costs and estimated earnings in excess of billings on uncompleted contracts	$	(176	)	$	(207	)	$	624	$	(207	)

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

	September 30, 2016			June 30, 2016			March 31, 2017		June 30, 2016
Costs and estimated earnings in excess of billings on uncompleted contracts	$	—		$	—		$	649	$	—
Less: Billings in excess of costs and estimated earnings on uncompleted contracts		(176	)		(207	)		25		207
Total Costs and estimated earnings in excess of billings on uncompleted contracts	$	(176	)		(207	)	$	624		(207	)

Page 1316

FONAR CORPORATION AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

~~SEPTEMBER 30,~~MARCH 31, 2017 and 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 ~~sheets~~sheet consist of the following:

September 30, 2016
June 30, 2016
Capitalized software development costs $ 7,005 $ 7,005
Patents and copyrights 4,614 4,571
Non-compete 4,100 4,100
Customer relationships 3,800 3,800
Gross Other intangible assets 19,519 19,476
Less: Accumulated amortization 12,063 11,757
Other Intangible Assets $ 7,456 $ 7,719

	March 31, 2017		June 30, 2016
Capitalized software development costs	$	7,005	$	7,005
Patents and copyrights		4,694		4,571
Non-compete		4,100		4,100
Customer relationships		3,800		3,800
Gross Other intangible assets		19,599		19,476
Less: Accumulated amortization		12,679		11,757
Other Intangible Assets	$	6,920	$	7,719

Amortization of patents and copyrights for the three months ended ~~September 30,~~March 31, 2017 and 2016 ~~and 2015~~ amounted to ~~$47~~$49 and $47, respectively.

Amortization of capitalized software development costs for the three months ended ~~September 30,~~March 31, 2017 and 2016 ~~and 2015~~ amounted to $65 and ~~$81,~~$65, respectively.

Amortization of non-compete for the three months ended ~~September 30,~~March 31, 2017 and 2016 ~~and 2015~~ amounted to $146 and $146, respectively.

Amortization of customer relationships for the three months ended ~~September 30,~~March 31, 2017 and 2016 ~~and 2015~~ amounted to $48 and ~~$48,~~$47, respectively.

Amortization of patents and copyrights for the nine months ended March 31, 2017 and 2016 amounted to $145 and $141, respectively.

Amortization of capitalized software development costs for the nine months ended March 31, 2017 and 2016 amounted to $195 and $227, respectively.

Amortization of non-compete for the nine months ended March 31, 2017 and 2016 amounted to $439 and $439, respectively.

Amortization of customer relationships for the nine months ended March 31, 2017 and 2016 amounted to $143 and $142, respectively.

Page 17

FONAR CORPORATION AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

MARCH 31, 2017 and 2016

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

(UNAUDITED

NOTE 7 –- OTHER CURRENT LIABILITIES

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

September 30, 2016
June 30, 2016
Accrued salaries, commissions and payroll taxes $ 860 $ 3,189
Accrued interest 45 45
Litigation accruals 545 545
Sales tax payable 2,387 2,403
Legal and other professional fees 370 385
Accounting fees 123 241
Self-funded health insurance reserve 9 392
Interest and penalty - sales tax 2,517 2,487
Other 1,413 1,140
Other Current Liabilities $ 8,269 $ 10,827

~~Page 14~~

~~FONAR CORPORATION AND SUBSIDIARIES~~

~~NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS~~

~~SEPTEMBER 30, 2016 and 2015~~

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

~~(UNAUDITED)~~

	March 31, 2017		June 30, 2016
Accrued salaries, commissions and payroll taxes	$	891	$	3,189
Accrued interest		45		45
Litigation accruals		245		545
Sales tax payable		2,287		2,402
Legal and other professional fees		362		385
Accounting fees		123		242
Self-funded health insurance reserve		153		392
Interest and penalty - sales tax		2,580		2,487
Other		797		1,140
Total Other Current Liabilities	$	7,483	$	10,827

NOTE 8 –- STOCKHOLDERS EQUITY

Common Stock

During the ~~three~~nine months ended ~~September 30, 2016,~~March 31, 2017, the Company issued .31 shares of common stock to employees and consultants as compensation valued at $7$27 under a stock bonus plan.

During the ~~three~~nine months ended ~~September 30, 2016,~~March 31, 2017, the Company issued 107 shares of common stock for costs and expenses of $2,239.

During the nine months ended March 31, 2017, an option for .2 shares of common stock pursuant to a incentive stock option plan were exercised for $2.

During the nine months ended March 31, 2017, the Company issued 42 shares of common stock valued at $791 for an acquisition (see note 9)

Page 18

FONAR CORPORATION AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

MARCH 31, 2017 and 2016

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

(UNAUDITED

NOTE 9 –- BUSINESS COMBINATIONS

Acquisitions

On March 20, 2017, the Company purchased 100% interest in Radwell Leasing LLC and Radwell LLC. The consideration and net assets acquired is as follows:

Consideration
Stock Issued	$	791
Additional Cash Consideration(Less: Cash Received)		(120	)
Total Consideration	$	671

Net Assets Acquired
Diagnostic Equipment	$	545
Leasehold Improvements		126
Total Net Assets Acquired	$	671

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~~

Page 19

FONAR CORPORATION AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

MARCH 31, 2017 and 2016

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

(UNAUDITED

NOTE 9 - BUSINESS COMBINATIONS (Continued)

Acquisitions (Continued)

Proforma Results

The following unaudited pro forma results of operations for the three and nine months ended ~~September 30, 2015~~March 31, 2016 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.~~future.. The result of operations of Radwell Leasing LLC and Radwell LLC were diminutive and did not affect the pro forma results of operations.

	Three months ended ~~September 30, 2015~~March 31, 2016
Total Revenues –- Net		~~17,611~~18,619
Net Income - Controlling Interests		~~2,953~~3,096
Net Income Available to Common Stockholders		~~2,761~~2,895
Net Income Available to Class A Non-Voting Preferred Stockholders		~~143~~150
Net Income Available to Class C Common Stockholders		4951
Basic Net Income Per Common Share Available to Common Stockholders		~~0.46~~0.48
Diluted Net Income Per Common Share Available to Common Stockholders		~~0.45~~0.47
Basic and Diluted Income Per Share - Common C		0.13
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

	Nine months ended March 31, 2016
Total Revenues - Net		54,599
Net Income - Controlling Interests		9,632
Net Income Available to Common Stockholders		9,006
Net Income Available to Class A Non-Voting Preferred Stockholders		467
Net Income Available to Class C Common Stockholders		159
Basic Net Income Per Common Share Available to Common Stockholders		1.49
Diluted Net Income Per Common Share Available to Common Stockholders		1.46
Basic and Diluted Income Per Share - Common C		0.42
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 1520

FONAR CORPORATION AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

~~SEPTEMBER 30,~~MARCH 31, 2017 and 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.~~2017. 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		Medical Equipment			Management of Diagnostic Imaging Centers		Totals
For the three months ended Sept. 30, 2016
For the three months ended March 31, 2017
Net revenues from external customers	$	2,621		$	16,113	$	18,734	$	3,162		$	16,846	$	20,008
Inter-segment net revenues	$	381		$	—	$	381	$	218		$	—	$	218
(Loss) Income from operations	$	(147	)	$	4,900	$	4,753
Income from operations								$	104		$	5,899	$	6,003
Depreciation and amortization	$	80		$	776	$	856	$	81		$	787	$	868
Capital expenditures	$	43		$	599	$	642	$	26		$	267	$	293
For the three months ended Sept. 30, 2015

For the three months ended March 31, 2016
Net revenues from external customers	$	2,330		$	15,281	$	17,611	$	2,454		$	16,165	$	18,619
Inter-segment net revenues	$	524		$	—	$	524	$	546		$	—	$	546
(Loss) Income from operations	$	(63	)	$	3,678	$	3,615
(Loss) income from operations								$	(207	)	$	4,304	$	4,097
Depreciation and amortization	$	78		$	751	$	829	$	79		$	751	$	830
Capital expenditures	$	19		$	45	$	64	$	31		$	117	$	148

For the nine months ended March 31, 2017
Net revenues from external customers								$	8,259		$	48,887	$	57,146
Inter-segment net revenues								$	981		$	—	$	981
Income from operations								$	46		$	15,318	$	15,364
Depreciation and amortization								$	242		$	2,345	$	2,587
Capital expenditures								$	122		$	1,774	$	1,896

For the nine months ended March 31, 2016
Net revenues from external customers								$	7,833		$	46,766	$	54,599
Inter-segment net revenues								$	1,594		$	—	$	1,594
Income from operations								$	18		$	11,919	$	11,937
Depreciation and amortization								$	242		$	2,265	$	2,507
Capital expenditures								$	390		$	209	$	599

Page 21

FONAR CORPORATION AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

MARCH 31, 2017 and 2016

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

(UNAUDITED

NOTE ~~11 –~~11- SUPPLEMENTAL CASH FLOW INFORMATION

During the ~~three~~nine months ended ~~September 30,~~March 31, 2017 and March 31, 2016, ~~and September 30, 2015,~~ the Company paid ~~$67~~$147 and ~~$102~~$280 for interest, respectively.

During the ~~three~~nine months ended ~~September 30,~~March 31, 2017 and March 31, 2016, ~~and September 30, 2015,~~ the Company paid ~~$200~~$740 and ~~$50~~$235 for income taxes, respectively.

~~Page 16~~

~~FONAR CORPORATION AND SUBSIDIARIES~~

~~NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS~~

~~SEPTEMBER 30, 2016 and 2015~~

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

~~(UNAUDITED)~~

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.~~2016 and our form 10Q for the first and second quarters 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 ~~September 30, 2016,~~March 31, 2017, the Company has recorded tax obligations of approximately ~~$2,387~~$2,287 plus interest and penalties of approximately ~~$2,517.~~$2,580. 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 ~~September 30, 2016~~March 31, 2017 and June 30, 2016, the Company had approximately $9$153 and ~~$392,~~$377, 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 1722

FONAR CORPORATION AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

~~SEPTEMBER 30,~~MARCH 31, 2017 and 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.~~“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 ~~$13,042~~$14,942 and a deferred tax liability of $482 as of ~~September 30, 2016,~~March 31, 2017, 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 nine months ended March 31, the Company recorded an increase in its deferred tax asset of $1,900 and $800 for 2017 respectively and $0 and $0 for 2016 respectively, in its condensed consolidated balance sheets. During the three months ended March 31, the Company recorded a net benefit of $1,140 for 2017 and a net provision of $145 for 2016, in its condensed consolidated statements of income. During the nine months ended March 31, the Company recorded a net benefit of $1,293 ($1,900 benefit offset by a $607 provision) for 2017 and a net provision of $235 for 2016, 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 ~~believes~~does have a sufficient history of income and anticipates profitability in the coming years and has concluded that it is ~~more likely than not~~more-likely-than-not that the Company will be able to realize a portion of its tax benefits ~~from certain NOL carryforwards will not be fully realized. In recognition of this inherent risk,~~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 ~~September 30, 2016~~March 31, 2017 and through the date the condensed consolidated financial statements were issued.

Page 1823

FONAR CORPORATION AND SUBSIDIARIES

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

For the nine month period ended March 31, 2017, we reported a net income of $16.6 million on revenues of $57.1 million as compared to net income of $11.5 million on revenues of $54.6 million for the nine month period ended March 31, 2017. Operating income increased 28.7% from $11.9 million for the nine month period ended March 31, 2016 to $15.4 million for the nine month period ended March 31, 2017.

For the three month period ended ~~September 30, 2016,~~March 31, 2017, we reported a net income of ~~$4.5~~$7.1 million on revenues of ~~$18.7~~$20.0 million as compared to net income of ~~$3.5~~$3.9 million onof revenues of ~~$17.6~~$18.6 million for the three month period ended ~~September 30, 2015. Operating income increased 31.5% from $3.6 million for the three month period ended September 30, 2015 to $4.8 million for the three month period ended September 30,~~March 31, 2016.

The revenue increase of ~~6.4%~~4.7%, from ~~$17.6~~$54.6 million for the first ~~three~~nine months of fiscal 2016 to ~~$18.7~~$57.1 million for the first ~~three~~nine months of fiscal 2017, was primarily due to an increase in patient fee revenue (net of contractual allowances and discounts) from ~~$4.6~~$14.0 million for the first ~~three~~nine months of fiscal 2016 to ~~$4.9~~$14.7 million for the first ~~three~~nine months of fiscal 2017 and increases in net management fees of ~~$494,000,~~$1.4 million, from ~~$10.7~~$32.8 million for the first ~~three~~nine months of fiscal 2016 to ~~$11.2~~$34.2 million for the first ~~three~~nine months of fiscal 2017. Revenues from product sales ~~and service repair fees also~~ increased from the first ~~three~~nine months of fiscal 2016 to the first ~~three~~nine months of fiscal 2017, by ~~$224,000 and $67,000 respectively.~~$323,000 from $780,000 for the first nine months of fiscal 2016 to $1.1 million for the first nine months of fiscal 2017.

While our revenues increased, our costs and expenses ~~remained constant,~~decreased, resulting in an operating income of ~~$4.7~~$15.4 million for the ~~three~~nine months ended ~~September 30, 2016,~~March 31, 2017, compared to ~~our~~an operating income of ~~$3.5~~$11.9 million for the ~~three~~nine months ended ~~September 30, 2015.~~March 31, 2016. In terms of percentages, costs and expenses ~~remained constant at $13.9~~decreased 2.1% from $42.7 million infor the first ~~three~~nine months of fiscal 2016 ~~and in~~to $41.8 million for the first ~~three~~nine months of fiscal 2017, while revenues increased ~~6.4%~~4.7%, from ~~$17.6~~$54.6 million infor the first ~~three~~nine months of fiscal 2016 to ~~$18.7~~$57.1 million infor the first ~~three~~nine 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.

Page 1924

FONAR CORPORATION AND SUBSIDIARIES

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.

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 increased to ~~$242,000~~$1.1 million for the first ~~three~~nine months of fiscal 2017 from ~~$18,000~~$780,000 for the first ~~three~~nine months of fiscal 2016. Costs related to product sales ~~also increased,~~decreased, from ~~$112,000~~$939,000 for the ~~three~~nine month period ended ~~September 30, 2015~~March 31, 2016 to ~~$213,000~~$543,000 for the ~~three~~nine month period ended ~~September 30, 2016. The~~March 31, 2017. Management believes this increase in sales revenues although positive, more likely 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.~~products, notwithstanding our scanners’ unique technological capabilities (e.g. multi positional scanning).

Service revenues increased ~~2.9%~~1.5% from ~~$2.3~~$7.1 million for the ~~three~~nine month period ended ~~September 30, 2015~~March 31, 2016 to ~~$2.4~~$7.2 million for the ~~three~~nine month period ended ~~September 30, 2016.~~March 31, 2017. 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.

~~Page 20~~

~~FONAR CORPORATION AND SUBSIDIARIES~~

Costs relating to providing service for the first ~~three~~nine months of fiscal 2017 increased by ~~20.5%~~40.6% from ~~$550,000~~$1.6 million in the first ~~three~~nine months of fiscal 2016 to ~~$663,000~~$2.2 million in the first ~~three~~nine months of fiscal 2017. We ~~believe that an important factor in controlling~~have been able to control our service costs, ishowever, because of 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.

Page 25

FONAR CORPORATION AND SUBSIDIARIES

There were approximately ~~$194,000~~$1.2 million in foreign revenues for the first ~~three~~nine months of fiscal 2017 as compared to approximately ~~$150,000~~$440,000 in foreign revenues for the first ~~three~~nine months of fiscal 2016, representing an increase in foreign revenues of ~~29.3%~~177.63%. 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 increased by ~~12.5%~~5.5% to ~~$2.6~~$8.3 million for the ~~three~~nine months of fiscal 2017 from ~~$2.3~~$7.8 million for the first ~~three~~nine months of fiscal 2016. Operating results for our medical equipment segment ~~decreased~~increased to an operating ~~loss~~income of ~~$147,000~~$46,000 for the first ~~three~~nine months of fiscal 2017 as compared to an operating ~~loss~~income of ~~$63,000~~$18,000 for the first ~~three~~nine months of fiscal 2016.

Diagnostic Facilities Management Services

HMCA revenues increased in the first ~~three~~nine months of fiscal 2017 by ~~5.4%~~4.5% to ~~$16.1~~$48.9 million from ~~$15.3~~$46.8 million for the first ~~three~~nine 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 decreased slightly to ~~86.0%~~85.5% for the first ~~three~~nine months of fiscal 2017, from ~~86.8%~~85.7% for the first ~~three~~nine 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 21~~

~~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 ~~38,238~~116,226 in the first ~~three~~nine months of fiscal 2016 to ~~39,725~~120,462 in the first ~~three~~nine months of fiscal 2017.

We manage ~~twenty-five~~twenty-six 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 ~~$4.9~~$15.3 million for the first ~~three~~nine months of fiscal 2017 compared to operating income of ~~$3.7~~$11.9 million for the first ~~three~~nine months of fiscal 2016.

HMCA’s cost of revenues for the first ~~three~~nine months of fiscal 2017 as compared to the first ~~three~~nine months of fiscal 2016 decreased by ~~0.9%~~5.5% from ~~$8.7~~$26.8 million to ~~$8.6 million.~~$25.3 million as a result of our continuing cost cutting measures.

Page 26

FONAR CORPORATION AND SUBSIDIARIES

Consolidated

For the first ~~three~~nine months of fiscal ~~2016,~~2017, our consolidated net revenues increased by ~~6.4%~~4.7% to ~~$18.7~~$57.1 million from ~~$17.6~~$54.6 million for the first ~~three~~nine months of fiscal 2016, and total costs and expenses ~~remained constant~~decreased by 2.1% to $41.8 million from $42.7 million for the first ~~three~~nine months of fiscal 2017 and for the first ~~three~~nine months of fiscal 2016 ~~at $13.9 million.~~respectively. As a result, our operating income increased ~~31.5%~~28.7% to ~~$4.8~~$15.4 million in the first ~~three~~nine months of fiscal 2017 from ~~$3.6~~$11.9 million in the first ~~three~~nine months of fiscal 2016.

Selling, general and administrative expenses ~~decreased~~increased by ~~3.1%~~4.1% to ~~$4.1~~$12.6 million in the first ~~three~~nine months of fiscal 2017 from ~~$4.2~~$12.1 million in the first ~~three~~nine months of fiscal 2016. The compensatory element of stock issuances, which is included in selling, general and administrative expenses, increased, ~~$6,802~~$26,814 for the first ~~three~~nine months of fiscal 2017 from $0 for the first ~~three~~nine months of fiscal 2016.

Research and development expenses decreased by ~~5.5%~~11.1% to ~~$412,000~~$1.1 million for the first ~~three~~nine months of fiscal 2017 from ~~$436,000~~$1.2 million for the first ~~three~~nine months of fiscal 2016.

Interest expense in the first ~~three~~nine months of fiscal 2017 decreased by ~~34.7%~~41.3% to ~~$98,000~~$244,000 from ~~$150,000~~$416,000 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.~~debt.

Inventories increased to ~~$2.2~~$2.7 million at ~~September 30, 2016~~March 31, 2017 from $2.1 million at June 30, 2016. ~~This represents our use of raw materials and components in our business operations.~~

Net ~~Management~~management fee and medical receivables increased by ~~5.0%~~17.6% to ~~$31.3~~$35.1 million at ~~September 30, 2016~~March 31, 2017 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.

~~Page 22~~

~~FONAR CORPORATION AND SUBSIDIARIES~~

The results of operations for the first ~~three~~nine months of fiscal 2017 reflect an increase in revenues from management, patient and other fees, as compared to the first ~~three~~nine months of fiscal 2016 ($~~16.1~~48.9 million for the first ~~three~~nine months of fiscal 2017 as compared to ~~$15.3~~$46.8 million for the first ~~three~~nine months of fiscal 2016), and an increase in MRI equipment segment revenues ($~~2.4~~8.3 million as compared to ~~$2.3~~$7.8 million). Revenues were ~~14.0%~~14.5% from the MRI equipment segment as compared to ~~86.0%~~85.5% from HMCA, for the first ~~three~~nine months of fiscal 2017, as compared to ~~13.3%~~14.3% from the MRI equipment segment and ~~86.7%~~85.7% from HMCA for the first ~~three~~nine months of fiscal 2016.

The implementation of the Patient Protection and Affordable Care Act (PPACA) ~~is having~~has had 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~~equipment. Present efforts to repeal and replace the PPACA may result in further significant changes in the healthcare industry and our business, the likelihood and extent of which we are ~~unable~~not able to predict ~~the ultimate effect of the legislative mandates and regulations on our MRI equipment segment or HMCA segment in the future.~~at this time.

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.

Page 27

FONAR CORPORATION AND SUBSIDIARIES

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.

~~Page 23~~

~~FONAR CORPORATION AND SUBSIDIARIES~~

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.

Page 2428

FONAR CORPORATION AND SUBSIDIARIES

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.

~~Page 25~~

~~FONAR CORPORATION AND SUBSIDIARIES~~

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).

Page 29

FONAR CORPORATION AND SUBSIDIARIES

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.

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 ~~6.3%~~9.1% from $8.5 million at June 30, 2016 to ~~$8.0~~$7.8 million at ~~September 30, 2016,~~March 31, 2017, primarily as a result of the increased purchases of property and equipment.

Cash provided by operating activities for the first ~~three~~nine months of fiscal 2017 was ~~$3.4~~$9.4 million. Cash provided by operating activities was attributable principally to net income of ~~$4.5~~$16.6 million and depreciation and amortization of ~~$856,000,~~$2.6 million , offset by an increase in accounts, management fee receivables and medical receivables of ~~$1.7~~$4.5 million and a decrease in other current liabilities of ~~$2.2~~$4.0 million.

Cash used in investing activities for the first ~~three~~nine months of fiscal 2017 was ~~$642,000.~~$1.9 million. The principal uses of cash used in investing activities during the first ~~three~~nine months of fiscal 2017 consisted of patent costs of ~~$43,000~~$122,000 and the purchase of property and equipment of ~~$599,000.~~
$1.8 million.

~~Page 26~~

~~FONAR CORPORATION AND SUBSIDIARIES~~

Cash used in financing activities for the first ~~three~~nine months of fiscal 2017 was ~~$3.2~~$8.3 million. The principal uses of cash in financing activities during the first ~~three~~nine months of fiscal 2017 were the repayment of principal on long-term debt and capital lease obligations of ~~$1.4~~$3.4 million and distributions to non-controlling interests of ~~$1.8~~$5.0 million.

Total liabilities decreased by ~~15.2%~~32.0% to ~~$20.5~~$16.4 million at ~~September 30, 2016~~March 31, 2017 from $24.1 million at June 30, ~~2015.~~2016. “Other” current liabilities decreased by ~~23.6%~~30.9% to ~~$8.3~~$7.5 million at ~~September 30, 2016~~March 31, 2017 from $10.8 million at June 30, 2016. Long-term debt and capital lease obligations decreased from $2.1 million to ~~$661,000.~~$348,000. The current portion of our unearned revenue on service contracts ~~increased~~decreased from $4.7 million to ~~$5.0~~$4.0 million. Customer deposits decreased from $1.2 million at June 30, 2016 to ~~$1.1~~$1.0 million at ~~September 30, 2016~~March 31, 2017 as a result of reduced sales.

As of ~~September 30, 2016,~~March 31, 2017, the total of ~~$8.3~~$7.5 million in “other” current liabilities included accrued salaries and payroll taxes of ~~$860,000,~~$891,000, and sales taxes of ~~$2.4~~$2.3 million plus accrued interest and penalties of ~~$2.5~~$2.6 million.

Our working capital increased to ~~$28.7~~$36.4 million at ~~September 30, 2016~~March 31, 2017 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 ~~$47.0~~$50.8 million at ~~September 30, 2016)~~March 31, 2017), and a decrease in current liabilities from $20.6 million at June 30, 2016 to ~~$18.3~~$14.5 million at ~~September 30, 2016.~~March 31, 2017.

Page 30

FONAR CORPORATION AND SUBSIDIARIES

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 nine month periods ended March 31, 2017, the Company recorded an increase in its deferred tax asset of $1.1 million and $1.9 million respectively compared to no increase for the corresponding periods in the prior years. During the three months ended March 31, 2017 the Company recorded a net tax benefit of $1.1 million and a tax provision of $145,000 for the three months ended March 31, 2016, in its condensed consolidated statements of income. During the nine months ended March 31, 2017 the Company recorded a net tax benefit of $1.3 million ($1.9 million benefit offset by a $607,000 tax provision) and a net tax provision of $235,000 for the nine months ended March 31, 2016, in its condensed consolidated statements of income.

Fonar has not committed to making any significant capital expenditures for the remainder of the 2017 fiscal ~~year, except for a~~year. A new scanner was acquired by HMCA ~~plans to acquire to provide~~and placed in service to a site in Florida ~~presently~~ managed by HMCA. HMCA also acquired a new facility in White Plains, New York in March, 2017.

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~~twenty-sixth MRI scanning facility located in ~~Great Neck,~~White Plains, New York, in the ~~last~~first week of ~~December, 2015.~~
April, 2017.

~~Page 27~~

~~FONAR CORPORATION AND SUBSIDIARIES~~

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~~from the Patient Protection and Affordable Care Act or its repeal and replacement, 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 three fiscal ~~quarter~~quarters of profitability (fiscal 2012, fiscal 2013, fiscal 2014, fiscal 2015, fiscal 2016 and the first ~~three~~nine months of fiscal 2017) and that its capital resources will be adequate to support operations at current levels through at least ~~September 30, 2017.~~March 31, 2018. 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.

Page 31

FONAR CORPORATION AND SUBSIDIARIES

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~~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 ~~September 30, 2016,~~March 31, 2017, 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.

~~Page 28~~

~~FONAR CORPORATION AND SUBSIDIARIES~~

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 ~~September 30, 2016~~March 31, 2017 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART II – OTHER INFORMATION

Item 1 – Legal Proceedings: There were no material changes in litigation from that reported in our Form 10-K for the fiscal year ended June 30, 2016.

Item 1A – Risk Factors: An investment in the securities of the Company is subject to various risks, the most significant of which are summarized below.

1. Reduced Reimbursement Rates. Most of our revenues are derived from our scanning center business conducted by HMCA. Our scanning center clients and the Florida facilities owned by HMCA are experiencing lower reimbursement rates from Medicare, other government programs and private insurance companies. To date, the impact of these reductions has been countered by increasing scanning volume, thereby maintaining profitability in this business segment. There is, however, no assurance that we will be able to continue to do so.

2. Demand for MRI Scanners. The reduced reimbursement rates also affects our sales of MRI scanners negatively. With lower revenue projections, fewer prospective customers will be able to operate, and others are likely to demand lower prices for scanners. Although the reduced reimbursements may not affect foreign demand, a lower number of sales in the aggregate could reduce economies of scale and consequently, profit margins.

Page 2932

FONAR CORPORATION AND SUBSIDIARIES

3. Manufacturing Competition. Many if not most of our competing scanner manufacturers have significantly greater financial resources, production capacity, and other resources than we do. Such competitors would include General Electric, Siemens, Hitachi and Phillips. Although Fonar is the only company which can manufacture and sell the unique Stand-Up® (Upright®) MRI scanner, potential customers must be convinced that the purchase of a Fonar scanner is their best choice. We believe that with time, that objective will be reached, particularly with customers scanning patients having neck, back, knee and various orthopedic issues who would benefit from being scanned in weight-bearing positions.

4. Dependence on Referrals. HMCA derives substantially all of its revenue, directly or indirectly, from fees charged for the diagnostic imaging services performed at the facilities. We depend on referrals of patients from unaffiliated physicians and other third parties to the facilities we manage or own for the MRI scanning services performed. If these physicians and other third parties were to reduce the number of patients they refer or discontinue referring patients, scan volumes could decrease, which would have the effect of reducing our net revenue, from both management and scanning fees, and operating margins.

5. Pressure to Control Healthcare Costs. One of the principal objectives of health maintenance organizations and preferred provider organizations is to control the cost of healthcare services. Healthcare providers participating in managed care plans may be required to refer diagnostic imaging tests to certain providers depending on the plan in which a covered patient is enrolled. In addition, managed care contracting has become very competitive. The expansion of health maintenance organizations, preferred provider organizations and other managed care organizations within New York or Florida could have a negative impact on the utilization and pricing of services performed at the facilities HMCA manages or owns to the extent these organizations exert control over patients’ access to diagnostic imaging services, selections of the provider of such services and reimbursement rates for those services.

6. Scanning Facility Competition. The market for diagnostic imaging services is highly competitive. The facilities we manage or own compete for patients on the basis of reputation, location and the quality of diagnostic imaging services. Groups of radiologists, established hospitals, clinics and other independent organizations that own and operate imaging equipment are the principal competitors.

~~Page 30~~

~~FONAR CORPORATION AND SUBSIDIARIES~~

7. Eligibility Changes to Insurance Programs. Due to potential decreased availability of healthcare through private employers, the number of patients who are uninsured or participate in governmental programs may increase. Healthcare ~~reform~~ legislation ~~will~~may increase the participation of individuals in the Medicaid program in states that elect to participate in the expanded Medicaid ~~coverage.~~coverage, subject to any changes which may result from efforts to repeal and replace the PPACA. A shift in payor mix from managed care and other private payors to government payors or an increase in the number of uninsured patients may result in a reduction in the rates of reimbursement or an increase in uncollectible receivables or uncompensated care, with a corresponding decrease in net revenue. Changes in the eligibility requirements for governmental programs such as the Medicaid program and state decisions on whether to participate in the expansion of such programs also could increase the number of patients who participate in such programs and the number of uninsured patients. Even for those patients who remain in private insurance plans, changes to those plans could increase patient financial responsibility, resulting in a greater risk of uncollectible receivables. These factors and events could have a material adverse effect on our business, financial condition, and results of operations.

Page 33

FONAR CORPORATION AND SUBSIDIARIES

8. A proposal was published by the New York State Workers’ Compensation Board (“NYSWCB”) in 2014 to change the fee schedule for Workers’ Compensation payments. Initially, the fees proposed would be set at approximately 130% of the Medicare fees. This would reduce fees for the most commonly billed radiology procedures by approximately 60%. Further, since the Workers’ Compensation fees are coupled with the New York State No Fault Program, radiology providers would suffer similar reductions for No-Fault fees. Although we and the HMCA clients wrote to the NYSWCB to argue against this proposal, and other affected parties commented as well, there can be no assurance that the NYSWCB will withdraw or modify this proposal, or if they elect to do so, the extent to which the NYSWCB would modify their proposal. No further action, however, has been taken by the NYSWCB to advance this proposal for approximately two years. A significant reduction in Workers’ Compensation and No-Fault fees could have a material adverse impact on our business.

9. Federal and state privacy and information security laws. We must comply with numerous federal and state laws and regulations governing the collection, dissemination, access, use, security and privacy of PHI, including HIPAA and its implementing privacy and security regulations, as amended by the federal HITECH Act and collectively referred to as HIPAA. If we fail to comply with applicable privacy and security laws, regulations and standards, properly maintain the integrity of our data, protect our proprietary rights to our systems, or defend against cybersecurity attacks, our business, reputation, results of operations, financial position and cash flows could be materially and adversely affected.

Information security risks have significantly increased in recent years in part because of the proliferation of new technologies, the use of the internet and telecommunications technologies to conduct our operations, and the increased sophistication and activities of organized crime, hackers, terrorists and other external parties, including foreign state agents. Our operations rely on the secure processing, transmission and storage of confidential, proprietary and other information in our computer systems and networks.

~~Page 31~~

~~FONAR CORPORATION AND SUBSIDIARIES~~

10. Changes in Domestic and Worldwide Economic Conditions. We are subject to risk arising from adverse changes in general domestic and global economic conditions, including recession or economic slowdown and disruption of credit markets. Turbulence and uncertainty in the United States and international markets and economies may adversely affect our liquidity, financial condition, revenues, profitability and business operations generally.

Item 2 – Unregistered Sales of Equity Securities and Use of Proceeds: ~~The~~In March, 2017, the Company ~~has not~~ issued ~~any unregistered~~42,884 shares of its unregistered Common Stock ~~during~~in connection with the ~~first three months~~acquisition of ~~fiscal 2017.~~an MRI facility in White Plains, New York.

Item 3 - Defaults Upon Senior Securities: None

Item 4 - Mine Safety Disclosure: Not Applicable

Item 5 - Other Information: None

~~Item 6 - Exhibits and Reports on Form 8-K:~~

~~a) Exhibit 31.1 Certification. See Exhibits~~

~~b) Exhibit 32.1 Certification. See Exhibits~~

~~Report on Form 8-K filed on September 28, 2016, Item 2.02: Results of Operations and Financial Condition for the fiscal year ended June 30, 2016.~~

~~Report on Form 8-K filed on June 14, 2016, Item 5.07: Submission of Matters to a Vote of Security Holders.~~

~~Report on Form 8-K filed on May 10, 2016, Item 2.02: Results of Operations and Financial Condition for the fiscal quarter ended March 15, 2016.~~

Page 3234

FONAR CORPORATION AND SUBSIDIARIES

Item 6 - Exhibits and Reports on Form 8-K:

a) Exhibit 31.1 Certification. See Exhibits

b) Exhibit 32.1 Certification. See Exhibits

c) Report on Form 8-K filed on February 10, 2017, Item 2.02: Results of Operations and

Financial Condition for the fiscal quarter ended December 31, 2016.

SIGNATURES

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

FONAR CORPORATION

(Registrant)

By: /s/ Timothy Damadian

Timothy Damadian

President and Principal Executive Officer

/s/ Raymond V. Damadian

Raymond V. Damadian

Chairman of the Board, Treasurer and

Acting Principal Financial Officer

Dated: ~~November 9, 2016~~May 10, 2017

Page 3335

	Three months ended September 30, 2016						Three months ended September 30, 2015
	Total		Common Stock		Class C Common Stock		Total		Common Stock		Class C Common Stock
Basic
Numerator: Net income available to common stockholders	$	3,571	$	3,343	$	58	$	2,862	$	2,676	$	47
Denominator:
Weighted average shares outstanding		6,105		6,105		383		6,050		6,050		383
Basic income per common share	$	0.58	$	0.55	$	0.15	$	0.47	$	0.44	$	0.12
Diluted
Denominator: Weighted average shares outstanding				6,105		383				6,050		383
Convertible Class C Stock				128		—				128		—
Total Denominator for diluted earnings per share				6,233		383				6,178		383
Diluted income per common share			$	0.54	$	0.15			$	0.43	$	0.12