SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
----------
FORM 10-Q
Quarterly Report Under Section 13 or 15(d)
of the
Securities Act of 1934
FOR QUARTER ENDED JUNE 30, 2004
Commission File Number 0-12248
DAXOR CORPORATION
(Exact Name as Specified in its Charter)
New York 13-2682108
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)
350 Fifth Ave
Suite 7120
New York, New York 10118
(Address of Principal Executive Offices & Zip Code)
Registrant's Telephone Number: (212) 244-0555
(Including Area Code)
Indicate by check mark whether the registrant (1) has filed all reports
required by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.
Yes |X| No |_|
Indicate the number of shares outstanding of each of the issuer's classes
of common stock, as of the latest practicable date.
CLASS OUTSTANDING AT June 30, 2004
--------------------------------------------------------------------------------
COMMON STOCK
PAR VALUE: $.O1 per share 4,609,826
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS PAGE
Consolidated Balance Sheets as at June 30, 2004 and
December 31, 2003 F-1
Consolidated Statements of Income for the
Three and Six Months ended June 30, 2004 and 2003 F-2
Consolidated Statement of Cash Flows for the Six Months
ended June 30, 2004 and 2003 F-3
Notes to Financial Statements F-4 to 5
ITEM 2. Management's Discussion and Analysis of Financial Condition
and Results of Operations 3-4
ITEM 3. Quantitative and Qualitative Disclosures About Market Risk 4
ITEM 4. Controls and Procedures 4
PART II. OTHER INFORMATION
ITEM 1. Legal Proceedings 4
ITEM 2. Submission of Matters to a Vote of Security Holders
ITEM 3. Exhibits and Reports on Form 8-k 5
Signatures
Exhibit Index 6-8
DAXOR CORPORATION
FINANCIAL STATEMENTS
DAXOR CORPORATION
CONSOLIDATED BALANCE SHEETS [UNAUDITED]
June 30, December 31,
2004 2003
---- ----
ASSETS
CURRENT ASSETS
Cash $ 20,028 $ 3,324
Marketable Securities at Fair Value
June 30,2004 and December 31,
2003. (Note 1) 48,537,767 47,399,159
Accounts receivable 223,897 137,008
Other current assets 376,748 388,400
------------ ------------
Total Current Assets 49,158,440 47,927,891
EQUIPMENT AND IMPROVEMENTS
Storage tanks 125,815 125,815
Leasehold improvements, furniture
and equipment 948,362 931,468
Laboratory equipment 291,571 291,571
------------ ------------
1,365,748 1,348,854
Less: Accumulated depreciation and amortization 1,069,361 1,045,481
------------ ------------
Net equipment and improvements 296,387 303,373
Other Assets 69,268 69,268
Total Assets $ 49,524,095 $ 48,300,532
============ ============
LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT LIABILITIES
Accounts payable and accrued liabilities $ 148,137 $ 183,052
Loans payable (Note 2) 4,039,865 2,502,106
Other Liabilities 559,531 667,123
Deferred Taxes (Note 1) 8,716,158 8,531,081
------------ ------------
Total Liabilities 13,463,691 11,883,362
SHAREHOLDERS' EQUITY
Common stock, par value $.01 per share:
Authorized 10,000,000 shares: issued and
outstanding shares 4,609,826 June 30,
2004 and 4,640,026 December 31, 2003 53,097 53,097
Additional Paid in capital 9,801,548 9,801,548
Net unrealized holding gains
on available-for-sale securities (Note 1) 16,919,600 16,560,334
Retained earnings 14,928,270 15,169,967
Treasury stock (5,642,111) (5,167,776)
------------ ------------
Total Shareholders' Equity 36,060,404 36,417,170
Total Liabilities and Shareholders' Equity $ 49,524,095 $ 48,300,532
============ ============
See accompanying notes to financial statements
F-1
DAXOR CORPORATION
CONSOLIDATED STATEMENTS OF INCOME (UNAUDITED)
THREE MONTHS ENDED SIX MONTHS ENDED
JUNE 30 JUNE 30
2004 2003 2004 2003
---- ---- ---- ----
REVENUES:
Operating revenues $ 254,735 $ 290,411 $ 662,983 $ 509,094
Other revenues 3,643 5,143 7,286 8,286
Dividend income 473,231 430,752 966,800 910,641
Gains (losses) on sale
of securities 201,630 45,361 426,696 81,263
Total Revenues 933,239 771,667 2,063,765 1,509,284
----------- ----------- ----------- -----------
COSTS AND EXPENSES
Operations of Laboratories &
Cost of Production 335,886 343,683 717,048 680,942
Selling, General, and
Administrative 846,226 656,468 1,537,378 1,295,354
Interest expense, net of
interest income 12,533 19,075 31,976 33,582
----------- ----------- ----------- -----------
Total Costs and Expenses 1,194,645 1,019,226 2,286,402 2,009,878
----------- ----------- ----------- -----------
Net Income (Loss) Before Income
Taxes (261,406) (247,559) (222,637) (500,594)
Provision for income taxes 55 95 19,060 21,645
----------- ----------- ----------- -----------
Net Income (Loss) $ (261,461) $ (247,654) $ (241,697) $ (522,239)
=========== =========== =========== ===========
Weighted Average Number of Shares
Outstanding 4,612,993 4,645,631 4,623,326 4,651,108
Net Income or (Loss) per Common Equivalent
Share $ (0.05) $ (0.05) $ (0.05) $ (0.11)
=========== =========== =========== ===========
See accompanying notes to financial statements
F-2
DAXOR CORPORATION
CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
FOR THE SIX MONTHS ENDED
JUNE 30, JUNE 30,
2004 2003
---- ----
CASH FLOWS FROM OPERATING ACTIVITIES
Net income or (loss) $(241,697) $(522,239)
--------- ---------
Adjustments to reconcile net income
(loss) to net cash provided by
operating activities:
Depreciation & Amortization 23,880 24,466
(Gain) loss on sale of investments (426,696) (81,263)
Basis of leased equipment sold 45,000
Change in assets and liabilities:
(Increase) decrease in accounts receivable (86,889) 19,019
(Increase) decrease in other current assets 11,652 (24,607)
Increase (decrease) in accounts payable, accrued
and other liabilities net of "short sales" (34,915) (4,644)
--------- ---------
Total adjustments (512,968) (22,029)
--------- ---------
Net cash provided by or (used in) operating activities (754,665) (544,268)
--------- ---------
CASH FLOWS FROM INVESTING ACTIVITIES:
Payment for purchase of equipment and
improvements (16,894) (27,150)
Net cash provided or (used) in purchase
and sale of investments (831,035) (670,892)
Net proceeds (repayments) of loans from
brokers used to purchase investments 937,759 999,262
Proceeds from "short sales" not closed 555,874 240,945
--------- ---------
Net cash provided by or (used in) investing activities 645,704 542,165
--------- ---------
CASH FLOWS FROM FINANCING ACTIVITIES:
Receipt / (repayment) of bank loan 600,000 200,000
Payment for purchase of treasury stock (474,335) (181,136)
Proceeds from sale of treasury stock -- 30,736
--------- ---------
Net cash provided by or (used in) financing activities 125,665 49,600
--------- ---------
Net increase (decrease) in cash and cash equivalents 16,704 47,497
Cash and cash equivalents at beginning of year 3,324 13,035
--------- ---------
Cash and cash equivalents at end of period $ 20,028 $ 60,532
========= =========
See accompanying notes to financial statements
F-3
DAXOR CORPORATION
NOTES TO FINANCIAL STATEMENTS (UNAUDITED)
SIX MONTHS ENDED JUNE 30, 2004 AND 2003
In the opinion of the Company, the accompanying unaudited financial
statements contain all adjustments (consisting of only normal recurring
accruals) necessary to present fairly the financial position as of June 30,
2004, and December 31, 2003, the results of operations for the three and six
months ended June 30, 2004 and 2003 and cash flows for the six months ended June
30, 2004 and 2003.
(1) MARKETABLE SECURITIES
Upon adoption of FASB No. 115, management has determined that the
company's portfolio is best characterized as "Available-For-Sale". This has
resulted in the balance sheet carrying value of the company's marketable
securities investments, as of June 30, 2004 and December 31, 2003 being
increased approximately 111.94% and 112.48% respectively over its historical
cost. A corresponding change in shareholders' equity has been effectuated. In
accordance with the provisions of FASB No. 115, the adjustment in shareholders'
equity to reflect the company's unrealized gains has been made net of the tax
effect had these gains been realized.
The following tables summarize the company's investments as of:
June 30, 2004
Type of Unrealized Unrealized
security Cost Fair Value holding gains holding losses
-------- ---- ---------- ------------- --------------
Equity $22,826,107 $48,509,492 $26,002,538 $319,153
Debt 75,902 28,275 2,470 50,097
----------------------------------------------------------------------
Total $22,902,009 $48,537,767 $26,005,008 $369,250
=========== =========== =========== ========
December 31, 2003
Type of Unrealized Unrealized
security Cost Fair Value holding gains holding losses
-------- ---- ---------- ------------- --------------
Equity $22,271,842 $47,368,871 $25,407,422 $310,393
Debt 35,902 30,288 2,170 7,784
-----------------------------------------------------------------------
Total $22,307,744 $47,399,159 $25,409,592 $318,177
=========== =========== =========== ========
At June 30, 2004 the securities held by the Company had a market value of
$48,537,767 and a cost basis of $22,902,009 resulting in a net unrealized gain
of $25,635,758 or 111.94% of cost.
At December 31, 2003, the securities held by the Company had a market
value of $47,399,159 and a cost basis of $22,307,744 resulting in a net
unrealized gain of $25,091,415 or 112.48% of cost.
At June 30, 2004 and December 31, 2003 marketable securities, primarily
consisting of preferred and common stocks of utility companies, are valued at
fair value.
F-4
(2) LOANS PAYABLE
As at June 30, 2004 and December 31, 2003, the Company had loans
outstanding aggregating $1,500,000 and $900,000 borrowed on a short term basis
from a bank, which are secured by certain marketable securities of the Company.
The loans bear interest at approximately 3%.
Short term margin debt due to brokers, secured by the Company's marketable
securities, totaled $2,539,865 at June 30, 2004 and $1,602,106 at December 31,
2003.
F-5
MANAGEMENT'S DISCUSSION AND ANALYSIS
RESULTS OF OPERATIONS AND FINANCIAL CONDITION
ITEM 2.
RESULTS OF OPERATIONS
Three months ended June 30, 2004 as compared with three months ended June 30,
2003.
For the three months ended June 30, 2004 total revenues were $933,239, up
from $771,667 in 2003. Operating revenues were $254,735 in 2004 down from
$290,411 in 2003. Dividend income was $473,231 with a net interest expense of
$12,533 in 2004, as compared to dividend income of $430,752 with a net interest
expense of $19,075 in 2003. In 2004, the Company had a net loss before income
taxes of $(261,406) versus a net loss before income taxes of $(247,559) in 2003.
Total costs and expenses in 2004 increased to $1,194,645 vs. $1,019,226 in 2003.
This was related to increased marketing efforts and research and development
expenses. Operating revenues decreased by 12% from the comparable quarter in
2003. The Company anticipates that sales of the BVA-100 Blood Volume Analyzers
and kits will be the major source of income for the Company. The Company plans
to continue expanding its sales and marketing force, which currently consists of
12 salesmen and 4 support personnel.
Six months ended June 30, 2004 as compared with six months ended June 30, 2003.
For the six months ended June 30, 2004, total revenues were $2,063,765 up
from $1,509,284 in 2003. Operating revenues were $662,983 up from $509,094 in
2003. Selling and administrative expenses were $1,537,378 in 2004, vs.
$1,295,354 in 2003. The increased expenses were related to the employment of
additional sales and marketing personnel. In 2004, Dividend income was $966,800
with a net interest expense of $31,976 as compared to the dividend income of
$910,641 with a net interest expense of $33,582 in 2003. In 2004, the Company
had $426,696 in capital gains vs. $81,263 in 2003. In 2004, the Company had a
net loss before income taxes of ($222,637) versus a net loss before income taxes
of ($500,594) in 2003.
LIQUIDITY AND CAPITAL RESOURCES
At June 30, 2004 the Company had total assets of $49,524,095 with
shareholders' equity of $36,060,404. The Company has a net pre-taxed unrealized
gain of $25,635,758 and $16,919,600 of net after tax unrealized capital gains on
available-for-sale securities in its portfolio. This amount is included in the
calculation of Total Shareholders' Equity. The Company's stock portfolio had a
market value of $48,537,767 with short-term loans of $ 4,039,865 with 4,609,826
shares outstanding. The Company has the current liabilities of $13,463,691.
Included in these liabilities are deferred taxes of $8,716,158. These deferred
taxes would occur if the Company chose to sell its entire portfolio. Current
liabilities minus these deferred taxes equals $4,747,533.
The Company has adequate resources for the current marketing level of its
Blood Volume Analyzer as well as capital to sustain its localized semen and
blood banking services. The Company anticipates hiring additional regional
managers to the existing sales/marketing team. It is the goal of the marketing
team to develop an individual sales team for each regional manager. The Company
is also expanding its support services personnel. The decision to develop the
marketing team was partially based on the anticipation of new publications in
peer reviewed medical journals by current users of the Blood Volume Analyzer.
The Company's goal is to establish blood volume measurement as a standard
of care in multiple areas of medicine and surgery. It is hoped that the
publication of research studies from leading medical facilities will result in
an increase in sales in both the Blood Volume Analyzer and its associated kits.
3
The Company sells, as well as offers to lease or rent the BVA-100 as part
of the overall marketing plan. The Company also loans the instrument for a
limited time period, however, facilities evaluating the instrument must pay for
the kits. Daxor Capital was established through a relationship with De Lage
Landen (DLL). The significance of this relationship is as sales through leases
increases, Daxor will not have to diminish its capital outlay for equipment as
DLL will fund the net present value of the lease upon installation of the
equipment. In an effort to obtain the best rates for our clients, the Company
will also work with other independent leasing firms.
The Company is evaluating blood volume instrumentation management programs
for hospitals. Under such a plan, the Company would provide equipment and
personnel on a sub-contract basis. The Company will use its current financial
reserves primarily for developing and marketing the Blood Volume Analyzer. The
Company is evaluating various options to expand blood banking services in
conjunction with the use of the Blood Volume Analyzer. Additional information on
the Company is available on our website www.daxor.com.
Item 3. Quantitative and Qualitative Disclosures About Market Risk
The Company is currently not exposed to any risk from currency
fluctuations. The company's investment portfolio is a major source of revenue.
The market value of this portfolio is related to fluctuations with the electric
utility industry. Between 5% and 10% of the Company's portfolio are
non-utilities. The Company will sell puts on stocks that it is willing to own.
The Company neither sells naked calls nor engages in derivative transactions.
Fluctuations in the value of these holdings for the past 5 years are reflected
and closely correlated with changes in the total assets of the Company.
Item 4. Controls and Procedures
The Company's Chief Executive Officer and Chief Financial Officer have
evaluated the effectiveness of our disclosure controls and procedures as defined
by the Securities and Exchange Commission (SEC), as of the end of the period
covered by this report. Based on that evaluation, our Chief Executive Officer
and Chief Financial Officer have concluded that our disclosure controls and
procedures are effective in timely alerting them to information required to be
included in our periodic Securities and Exchange Commission filings. There was
no significant change in our internal control over financial reporting that
occurred during the quarter ended June 30, 2004, that materially affected or is
reasonably likely to materially affect, the Corporation's internal control over
financial reporting.
Part II OTHER INFORMATION
Item 1. Legal Proceedings
The Company has pending two claims incurred in the normal course of
business, which, in the opinion of management, as well as the advice of outside
legal counsel, there is no merit to these claims nor will they have a material
effect on the financial statements.
Item 2. Submission of Matters to a Vote of Security Holders
At the Company's Annual Meeting of Shareholders held June 24, 2004, the
2004 Stock Option Plan was approved and the following directors were elected:
Joseph Feldschuh, MD
Robert Willens
James Lombard
Martin Wolpoff
Stephen Valentine
4
Item 3. Exhibits and Reports on Form 8-K
(a) Exhibits
31.1 Certification of Chief Executive Officer
31.2 Certification of Principal Financial Officer
32.1 Certification of Chief Executive Officer
32.2 Certification of Principal Financial Officer
(b) There were no reports on Form 8-k filed.
SIGNATURES
Pursuant to the requirements of the Securities and Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
DATE: August 11, 2004 By: /s/ JOSEPH FELDSCHUH, M.D.
------------------------------
JOSEPH FELDSCHUH, M.D.,
President and Chief Executive
Officer
DATE: August 11, 2004 By: /s/ STEPHEN FELDSCHUH
-------------------------
STEPHEN FELDSCHUH
Vice President of Operations
And Chief Financial Officer
5