SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q/A
Quarterly Report Under Section 13 or 15(d)
of the
Securities Act of 1934
FOR QUARTER ENDED SEPTEMBER 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:
(Including Area Code) (212) 244-0555
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 September 30, 2004
--------------------------------------------------------------------------------
COMMON STOCK
PAR VALUE: $.O1 per share 4,609,826
PART I. FINANCIAL INFORMATION
ITEM 1. CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
Page
----
Condensed Consolidated Balance Sheets as at September 30, 2004
and December 31, 2003 F-1
Condensed Consolidated Statements of Income for the
Three and Nine Months ended September 30, 2004 and 2003 F-2
Condensed Consolidated Statement of Cash Flows for the
Nine Months ended September 30, 2004 and 2003 F-3
Notes to Condensed Consolidated Financial Statements F-4&5
ITEM 2. Management's Discussion and Analysis of Financial Condition
and Results of Operations 3-4
PART II. OTHER INFORMATION
ITEM 1. Legal Proceedings 4
ITEM 2. Exhibits and Reports on Form 8-k 4
Signatures 5-7
Exhibit Index 4-7
DAXOR CORPORATION
CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
DAXOR CORPORATION
CONDENSED CONSOLIDATED BALANCE SHEETS
September 30, December 31,
2004 2003
---- ----
ASSETS
CURRENT ASSETS
Cash $ 64,107 $ 3,324
Available-for-sale securities 51,134,384 47,399,159
Accounts receivable 177,756 137,008
Inventory 146,185 146,185
Other current assets 280,854 242,215
------------ ------------
Total Current Assets 51,803,286 47,927,891
PROPERTY AND EQUIPMENT
Machinery and equipment 745,418 727,689
Furniture and fixtures 329,050 325,635
Leasehold improvements 295,530 295,530
------------ ------------
1,369,998 1,348,854
Less: Accumulated depreciation and amortization 1,081,111 1,045,481
------------ ------------
Property and equipment, net 288,887 303,373
Other Assets 69,268 69,268
Total Assets $ 52,161,441 $ 48,300,532
============ ============
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
Accounts payable and accrued liabilities $ 101,280 $ 183,052
Loans payable 4,394,365 2,502,106
Other Liabilities 565,127 667,123
Deferred Taxes 9,523,003 8,531,081
------------ ------------
Total Liabilities 14,583,775 11,883,362
STOCKHOLDERS' EQUITY
Common stock, $.01 par value
Authorized - 10,000,000 shares
Issued - 5,309,750
Outstanding - 4,609,826 and
4,640,026, respectively 53,097 53,097
Additional Paid in capital 9,808,526 9,801,548
Unrealized holding gains
on available-for-sale securities , net of tax 18,485,830 16,560,334
Retained earnings 14,869,302 15,169,967
Treasury stock, at cost, 699,924 and 670,724
shares, respectively (5,639,08) (5,167,776)
------------ ------------
Total Stockholders' Equity 37,577,666 36,417,170
Total Liabilities and Stockholders' Equity $ 52,161,441 $ 48,300,532
============ ============
See accompanying notes to condensed consolidated financial statements
(F-1)
DAXOR CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
THREE MONTHS ENDED NINE MONTHS ENDED
September 30, September 30,
2004 2003 2004 2003
---- ---- ---- ----
REVENUES:
Operating revenues $ 277,975 $ 301,816 $ 940,958 $ 810,910
----------- ----------- ----------- -----------
Total Operating Revenues 277,975 301,816 940,958 810,910
----------- ----------- ----------- -----------
COSTS AND EXPENSES
Operations of Laboratories & Cost of Production 298,281 463,432 1,015,329 1,144,374
Selling, General, and Administrative 845,257 595,780 2,401,695 1,912,779
----------- ----------- ----------- -----------
Total Costs and Expenses 1,143,538 1,059,212 3,417,024 3,057,153
----------- ----------- ----------- -----------
Loss from operations (865,563) (757,396) (2,476,066) (2,246,243)
----------- ----------- ----------- -----------
Other income (expense):
Dividend income 516,525 527,591 1,483,325 1,438,232
Gains (losses) on sale of securities 321,232 71,633 747,928 152,896
Other revenues 3,817 3,143 11,103 11,429
Interest expense, net (34,979) (25,012) (66,955) (58,594)
----------- ----------- ----------- -----------
Total Other Income 806,595 577,355 2,175,401 1,543,963
----------- ----------- ----------- -----------
Net Loss Before Income Taxes (58,96) (180,04) (300,66) (702,28)
Provision for income taxes 0 0 0 0
----------- ----------- ----------- -----------
Net Loss $ (58,968) $ (180,041) $ (300,665) $ (702,280)
Weighted Average Number of Shares Outstanding 4,608,493 4,645,826 4,617,715 4,649,347
Net Income of (Loss) per Common Equivalent Share $ (0.0) $ (0.0) $ (0.0) $ (0.1)
----------- ----------- ----------- -----------
See accompanying notes to condensed consolidated financial statements
F-2
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE NINE MONTHS ENDED
September 30, September 30,
2004 2003
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss $ (300,66) $ (702,28)
----------- -----------
Adjustments to reconcile net loss to net cash
used in operating activities:
Depreciation & Amortization 35,630 36,644
(Gain) loss on sale of investments (747,92) (152,89)
Change in assets and liabilities:
(Increase) decrease in accounts receivable (40,74) (69,54)
(Increase) decrease in other current assets (38,63) (8,15)
Increase (decrease) in accounts payable, accrued
and other liabilities net of "short sales" (76,87) 87,392
----------- -----------
Total adjustments (868,55) (106,56)
----------- -----------
Net cash used in operating activities (1,169,222) (808,84)
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of property and equipment (21,14) (40,46)
Proceeds from sale of equipment, net 45,000
Purchase of investments, net (733,34) (548,03)
Net proceeds of loans from brokers used to
purchase investments 1,292,259 1,074,864
Proceeds from "short sales" not closed 556,570 285,766
----------- -----------
Net cash provided by investing activities 1,094,340 817,133
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from bank loan 600,000 200,000
Purchase of treasury stock (474,33) (199,37)
Proceeds from sale of treasury stock 10,000 30,736
----------- -----------
Net cash provided by or (used in) financing activities 135,665 31,366
Net increase (decrease) in cash and cash equivalents 60,783 39,657
Cash and cash equivalents at beginning of year 3,324 13,035
----------- -----------
Cash and cash equivalents at end of period $ 64,107 $ 52,692
See accompanying notes to condensed consolidated financial statements
F-3
DAXOR CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
NINE MONTHS ENDED SEPTEMBER 30, 2004 AND 2003
(1) BASIS OF PRESENTATION
The accompanying unaudited consolidated financial statements reflect all
adjustments of a normal recurring nature, which are, in the opinion of
management, necessary for a fair statementof the financial position and results
of operations for the interim periods presented. The consolidated financial
statements are unaudited and are subject to such year-end adjustments as may be
considered appropriate and should be read in conjunction with the historical
consolidated financial statements of Daxor Corporation years ended December 31,
2003, 2002 and 2001, included in Daxor Corporation's Annual Report on Form 10-K
for the fiscal year ended December 31, 2003. Operating results for the
nine-month period ended September 30, 2004 are not necessarily indicative of the
results that may be expected for the year ending December 31, 2004.
These consolidated financial statements have been prepared in accordance
with US GAAP and under the same accounting principles as the consolidated
financial statements included in the Annual Report on Form 10-K. Certain
information and footnote disclosures related thereto normally included in the
financial statements prepared in accordance with US GAAP have been omitted in
accordance with Rule 10-01 of Regulation S-X.
(2) MARKETABLE SECURITIES
Upon adoption of FASB No. 115, Accounting for Certain Investment in Debt
and Equity Securities, management has determined that the company's portfolio is
best characterized as "Available-For-Sale". SFAS No. 115 requires these
securities to be recorded at their fair market values, with the offsetting
unrealized holding gains or losses being recorded as Comprehensive Income
(Loss)in the Equity section of the Balance Sheet. The adoption of this
pronouncement has resulted in an increase in the carrying value of the company's
available-for-sale securities, as of September 30, 2004 and December 31, 2003,
of approximately 121.12 % and 112.48% respectively over its historical cost.
In accordance with the provisions of SFAS No. 115, the adjustment in
stockholders' equity has been made net of the tax effect had these gains been
realized. The Company uses the historical cost method in the determination of
its realized and unrealized gains and losses.
The following tables summarize the company's investments as of:
September 30, 2004
------------------
Type of Unrealized Unrealized
security Cost Fair Value Holding gains holding losses
-------- ---- ---------- ------------- --------------
Equity $23,049,649 $51,104,834 $28,402,153 $ 346,968
Debt 75,902 29,550 3,370 49,722
----------- ----------- ----------- -----------
Total $23,125,551 $51,134,384 $28,405,523 $ 396,690
=========== =========== =========== ===========
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 September 30, 2004 the securities held by the Company had a market
value of $51,134,384 and a cost basis of $23,125,551 resulting in a net
unrealized gain of $ 28,008,833 or 121.12% 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 September 30, 2004 and December 31, 2003 marketable securities,
primarily consisting of preferred and common stocks of utility companies, are
valued at fair value. Debt securities, which consist of Bonds, are scheduled to
mature in April 2006 and May 2008.
F-4
(3) INVENTORY
Inventory is stated at the lower of cost or market, using the first-in,
first-out method (FIFO), and consists primarily of finished goods.
(4) OTHER ASSETS
Included in Other Assets is an intangible asset (Customer List) that was
being amortized over its estimated useful life of 15 years. The asset was
recorded at its original cost of $35,000 and has accumulated amortization of
$6,222 at September 30, 2004 and December 31, 2003, respectively. Amortization
expense was $2,333 for the year ended December 31, 2003.
In accordance with SFAS No. 142, Goodwill and Other Intangible Assets,
management periodically reviews the asset's value for potential impairment. This
review is currently underway for the current period and management has taken the
position of suspending amortization of the asset until the review is completed.
(5) LOANS PAYABLE
As at September 30, 2004 and December 31, 2003, the Company has a
note payable of $1,500,000 and $900,000, respectively, with a bank. The note
matures each year, with an option to renew, and is classified as short term. The
note balance is an aggregate of borrowings (loans) that renews as one note each
year, but is subject to different interest rates depending on the individual
amount of each borrowing.
The loans bear interest at approximately 3.0% and are secured by certain
marketable securities of the Company.
Short term margin debt due to brokers, secured by the Companies marketable
securities, totaled $2,894,365 at September 30, 2004 and $1,602,106 at December
31, 2003.
F-5
MANAGEMENT'S DISCUSSION AND ANALYSIS
RESULTS OF OPERATIONS AND FINANCIAL CONDITION
(6) STOCK OPTION PLAN
Effective July 6, 2004, the Company instituted the Daxor Corporation 2004
Stock Option Plan. This Plan was created to provide incentive to employees,
officers, agents, consultants and independent contractors of the Company by
offering proprietary interest in the Company. As at September 30, 2004, there
have been no material issuances of stock through this Plan.
(7) SUBSEQUENT EVENTS (Unaudited)
The Company was involved in a dispute with its landlord in New York City.
This dispute arose out of a rental rate dispute. In February 2005, the dispute
was settled and the Company voluntarily agreed to pay the landlord approximately
$45,000 in additional rent. This $45,000 liability was accrued for the purposes
of this financial statement presentation and is listed in Accrued Expenses.
(8) SELECTED FINANCIAL DATA (Unaudited)
Selected Quarterly Financial Data
Quarter Ended
Three Months Nine Months
---------------------------------------------------------------------------------
September 30, 2004 September 30, 2003 September 30, 2004 September 30, 2003
Total operating revenues $ 277,975 $ 301,816 $ 940,958 $ 810,910
Total revenue and other income $ 1,119,549 $ 904,183 $ 3,183,314 $ 2,413,467
Gross profit (loss) $ (865,563) $ (757,396) $(2,476,066) $(2,246,243)
Net income (loss) $ ( 58,968) $ (180,041) $ (300,665) $ (702,280)
Net income (loss) per share $ (.01) $ (.04) $ (.07) $ (.15)
ITEM 2. RESULTS OF OPERATIONS
Three months ended September 30, 2004 as compared with three months ended
September 30, 2003.
For the three months ended September 30, 2004 total revenues and other
income were $1,119,549 up from $904,183 in 2003. Operating revenues were
$277,975 in 2004 down from $301,816 in 2003. Dividend income was $516,525 with a
net interest expense of $34,979 in 2004, as compared to dividend income of
$527,591 with a net interest expense of $25,012 in 2003. In 2004, the Company
had a net loss of $(58,968) versus a net loss of $(180,041) in 2003. Total cost
and Expenses in 2004 increased to $1,143,538 vs. $1,059,212 in 2003. This was
related to increased marketing efforts and research and development expenses.
The Company has increased research expenses for additional features to the
BVA-100. Operating revenues decreased by 9% from the comparable quarter in 2003.
The Company's new sales team began marketing in the fourth quarter of 2003. The
increase in operating revenues can be attributable to these sales efforts. The
sales cycles from initial contact to a sale can be 6 to 12 months. As part of
its sales and marketing expansion, the company will lend, it no cost, for a
limited time period, or rent an instrument for a period of one year or less to a
hospital for testing purposes. Under such an arrangement the company will only
receive rental income for the instrument and income from the sale of kits. The
Company anticipates that its sales of BVA-100 Blood Volume Analyzers and kits
will become the major source of income for the Company. The Company is currently
in the process of expanding its sales and marketing force.
Nine months ended September 30, 2004 as compared with nine months ended
September 30, 2003.
For the nine months ended September 30, 2004 total revenues and other
income were $3,183,314 up from $2,413,467 in 2003. Operating revenues in 2004
were $940,958 up from $810,910 in 2003. Selling and administrative expenses were
$2,401,695 in 2004, vs. $1,912,779 in 2003. The increased expenses were related
to the employment of additional sales and marketing personnel and increased
research and development. In 2004, Dividend income was $1,483,325 with a net
interest expense of $66,955 as compared to the dividend income of $1,438,232
with a net interest expense of $58,594 in 2003. In 2004, the Company had
$747,928 in capital gains vs. $152,896 in 2003. In 2004, the Company had a net
loss of $(300,665) versus a net loss of $(702,280) in 2003. The Company has
adopted a policy that encourages leasing or renting of BVA-100 equipment to
enable hospitals to obtain the equipment. This results in sales of kits but a
slower recognition of operating income from BVA sales.
LIQUIDITY AND CAPITAL RESOURCES
At September 30, 2004 the Company had total assets of $52,161,441 with
shareholders' equity of $37,577,666. The Company has a net pre-taxed unrealized
gain of $28,008,833 and $18,485,830 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 $51,134,384 with short-term loans of $ 4,394,365 with 4,610,826
shares outstanding. The Company has no long term debt. The Company has current
liabilities of $14,583,775. Included in these liabilities are deferred taxes of
$9,523,003. These deferred taxes would occur if the Company chose to sell its
entire portfolio. Current liabilities minus these deferred taxes equals
$5,060,772.
3
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.
The Company has an instrument loaner reagent plan which requires use of
the Company's reserves. The equipment loaner reagent plan permits a user to make
a minimal initial capital commitment. This results in a slower return on capital
expenditure for the Company. The Company has established a private label leasing
program called Daxor Capital through De Lage Landen. With this arrangement Daxor
receives the net present value of the lease upon the signed completion of the
installation of the equipment.
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.
Part II OTHER INFORMATION
Item 1. Legal Proceedings
None
Item 2. Exhibits and Reports on Form 8-K
(a) Exhibits
31.1 Certification of Chief Executive Officer pursuant to Section
302 of the Sarbanes-Oxley Act of 2002
31.2 Certification of Principal Financial Officer pursuant to
Section 302 of the Sarbanes-Oxley Act of 2002
32.1 Certification of Chief Executive Officer pursuant to 18 U.S.C
Section 1350, as adopted pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002
32.2 Certification of Principal Financial Officer pursuant to 18
U.S.C. Section 1350, as adopted pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002
(b) There were no reports on Form 8-k filed.
4
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: April 15, 2005 By: /s/ JOSEPH FELDSCHUH, M.D.
------------------------------
JOSEPH FELDSCHUH, M.D.,
President and Chief Executive
Officer
DATE: April 15, 2005 By: /s/ STEPHEN FELDSCHUH
------------------------------
STEPHEN FELDSCHUH
Vice President of Operations
And Chief Financial Officer
5