DAXOR CORP - Quarter Report: 2008 June (Form 10-Q)
UNITED
STATES
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, 2008
Commission File Number 0-12248
DAXOR CORPORATION
(Exact Name as Specified in
its Charter)
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New York |
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13-2682108 |
(State
or Other Jurisdiction of |
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(I.R.S.
Employer |
350 Fifth Ave
Suite 7120
New York, New York 10118
(Address of Principal Executive Offices & Zip Code)
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Registrants
Telephone Number: |
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(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 o
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of accelerated filer and large accelerated filer in Rule 12-b-2 of the Exchange Act:
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Large Accelerated Filer ¨ |
Accelerated Filer ¨ |
Non-accelerated Filer x |
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
Yes o No x
Indicate the number of shares outstanding of each of the issuers classes of common stock, as of the latest practicable date.
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CLASS |
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4,328,018 OUTSTANDING AT July 28, 2008 |
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COMMON STOCK |
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PAR VALUE: $.01 per share |
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DAXOR CORPORATION AND SUBSIDIARY
TABLE OF CONTENTS
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PART I. FINANCIAL INFORMATION |
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Item 1. |
FINANCIAL STATEMENTS (Unaudited) |
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Index to Financial Statements |
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Condensed Consolidated Balance Sheets at June 30, 2008 (Unaudited) and December 31, 2007 - (Audited) |
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F-1 |
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F-2-3 |
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F-4 |
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Notes to Condensed Consolidated Financial Statements (Unaudited) |
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F-5-22 |
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Managements Discussion and Analysis of Financial Condition and Results of Operations |
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3-10 |
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11-13 |
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13 |
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13 |
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13 |
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13 |
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13 |
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13 |
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13 |
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14 |
-1-
DAXOR CORPORATION AND SUBSIDIARY
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PART I |
FINANCIAL INFORMATION |
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Item 1. |
Financial Statements (Unaudited) |
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Index to Financial Statements |
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Condensed Consolidated Balance Sheets at June 30, 2008 (Unaudited) and December 31, 2007 (Audited) |
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F-1 |
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F-2-3 |
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Notes to Condensed Consolidated Financial Statements (Unaudited) |
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F-5-22 |
-2-
DAXOR CORPORATION AND SUBSIDIARY
CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
DAXOR CORPORATION
CONDENSED CONSOLIDATED BALANCE SHEETS
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UNAUDITED |
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AUDITED |
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ASSETS |
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CURRENT ASSETS |
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Cash and cash equivalents |
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$ |
21,246 |
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$ |
2,029,834 |
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Receivable from broker (held in money market accounts) |
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6,894,986 |
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10,495,417 |
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Available-for-sale securities, at fair value |
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77,773,675 |
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74,919,193 |
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Securities sold, not received, at fair value |
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16,612,770 |
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12,404,409 |
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Accounts receivable, net of allowance for doubtful accounts of $57,655 in 2008 and $57,655 in 2007 |
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290,954 |
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214,334 |
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Inventory |
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430,312 |
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255,834 |
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Prepaid expenses and other current assets |
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172,683 |
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145,827 |
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Total Current Assets |
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102,196,626 |
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100,464,848 |
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Property and equipment, net |
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2,040,934 |
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2,058,494 |
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Other assets |
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37,158 |
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37,158 |
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Total Assets |
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$ |
104,274,718 |
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$ |
102,560,500 |
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LIABILITIES AND STOCKHOLDERS EQUITY |
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CURRENT LIABILITIES |
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Accounts payable and accrued liabilities |
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$ |
434,738 |
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$ |
498,212 |
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Loans payable |
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792,758 |
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3,314,303 |
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Income taxes payable |
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400,000 |
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1,295,668 |
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Mortgage payable, current portion |
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38,825 |
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37,313 |
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Put and call options, at fair value |
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6,295,900 |
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5,972,632 |
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Securities borrowed, at fair value |
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22,979,181 |
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20,362,259 |
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Deferred revenue |
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2,048 |
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7,417 |
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Deferred income taxes |
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13,904,206 |
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15,726,213 |
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Total Current Liabilities |
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44,847,656 |
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47,214,017 |
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LONG TERM LIABILITIES |
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Mortgage payable, less current portion |
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410,779 |
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430,598 |
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Total Liabilities |
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45,258,435 |
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47,644,615 |
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COMMITMENTS AND CONTINGENICES |
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STOCKHOLDERS EQUITY |
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Common stock, $.01 par value, Authorized - 10,000,000 shares Issued 5,316,550 shares Outstanding 4,357,918 and 4,468,618 shares at June 30, 2008 and December 31, 2007, respectively |
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53,165 |
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53,165 |
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Additional paid in capital |
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10,632,524 |
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10,594,161 |
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Accumulated other comprehensive income |
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25,822,096 |
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29,205,823 |
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Retained earnings |
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32,313,221 |
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23,487,371 |
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Treasury stock, at cost, 958,632 and 847,932 shares of Treasury stock at June 30, 2008 and December 31, 2007, respectively |
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(9,804,723 |
) |
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(8,424,635 |
) |
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Total Stockholders Equity |
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59,016,283 |
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54,915,885 |
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Total Liabilities and Stockholders Equity |
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$ |
104,274,718 |
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$ |
102,560,500 |
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See accompanying notes to unaudited condensed consolidated financial statements.
F-1
DAXOR CORPORATION AND SUBSIDIARY
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS [UNAUDITED]
FOR THE THREE MONTHS ENDED
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June 30, 2008 |
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June 30, 2007 |
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REVENUES: |
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Operating Revenues equipment sales and related services |
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$ |
467,998 |
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$ |
438,458 |
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Operating Revenues cryobanking and related services |
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88,589 |
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106,860 |
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Total Revenues |
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556,587 |
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|
545,318 |
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Cost of Sales: |
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Cost of equipment sales and related services |
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164,176 |
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133,700 |
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Cost of cryobanking and related services |
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|
10,326 |
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11,325 |
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Total Cost of Sales |
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|
174,502 |
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|
145,025 |
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Gross Profit |
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382,085 |
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|
400,293 |
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OPERATING EXPENSES: |
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Research and development expenses: |
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Research and development-equipment sales and related services |
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614,979 |
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611,554 |
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Research and development-cryobanking and related services |
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|
47,154 |
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46,985 |
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Total Research and Development Expenses |
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662,133 |
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|
658,539 |
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Selling, General & Administrative Expenses: |
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Selling, general, and administrative- equipment sales and related services |
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|
803,941 |
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|
833,584 |
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Selling, general, and administrative- cryobanking and related services |
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|
140,262 |
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142,431 |
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Total Selling, General & Administrative Expenses |
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944,203 |
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|
976,015 |
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Total Operating Expenses |
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1,606,336 |
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1,634,554 |
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Loss from Operations |
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(1,224,251 |
) |
|
(1,234,261 |
) |
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|
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Other income (expenses): |
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|
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|
|
|
|
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Dividend income-investment portfolio |
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|
551,719 |
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|
519,171 |
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Realized gains on sale of securities, net |
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|
2,644,472 |
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|
1,814,522 |
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Mark to market of short positions |
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|
(33,259 |
) |
|
1,316,034 |
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Other revenues |
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|
2,869 |
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|
2,876 |
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Interest expense, net of interest income of $19,976 and $922 |
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|
(15,552 |
) |
|
(66,644 |
) |
Administrative expense relating to portfolio investments |
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|
(21,156 |
) |
|
(11,783 |
) |
|
|
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|
|
|
|
|
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Total Other Income, net |
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|
3,129,093 |
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|
3,574,176 |
|
|
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Income before income taxes |
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$ |
1,904,842 |
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$ |
2,339,915 |
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|
|
|
|
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Income tax expense |
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|
400,000 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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Net income |
|
$ |
1,504,842 |
|
$ |
2,339,915 |
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|
|
|
|
|
|
|
|
|
|
|
|
|
|
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Weighted average number of shares outstanding - basic |
|
|
4,361,918 |
|
|
4,589,418 |
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|
|
|
|
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Net income per common equivalent share - basic |
|
$ |
0.35 |
|
$ |
0.51 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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|
Weighted average number of shares outstanding - diluted |
|
|
4,383,918 |
|
|
4,589,418 |
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|
|
|
|
|
|
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|
|
|
|
|
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Net income per common equivalent share - diluted |
|
$ |
0.34 |
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$ |
0.51 |
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See accompanying notes to unaudited condensed consolidated financial statements.
F-2
DAXOR CORPORATION AND SUBSIDIARY
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS [UNAUDITED]
FOR THE SIX MONTHS ENDED
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|
|
|
|
|
June 30, 2008 |
|
June 30, 2007 |
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REVENUES: |
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|
|
|
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|
|
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Operating Revenues equipment sales and related services |
|
$ |
791,778 |
|
$ |
832,684 |
|
Operating Revenues cryobanking and related services |
|
|
185,722 |
|
|
218,516 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Revenues |
|
|
977,500 |
|
|
1,051,200 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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Cost of Sales: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cost of equipment sales and related services |
|
|
302,790 |
|
|
272,760 |
|
Cost of cryobanking and related services |
|
|
23,726 |
|
|
23,800 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Cost of Sales |
|
|
326,516 |
|
|
296,560 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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|
Gross Profit |
|
|
650,984 |
|
|
754,640 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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OPERATING EXPENSES: |
|
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|
|
|
|
|
|
|
|
|
|
|
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Research and development expenses: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Research and development-equipment sales and related services |
|
|
1,174,288 |
|
|
1,159,744 |
|
Research and development-cryobanking and related services |
|
|
95,396 |
|
|
103,026 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Research and Development Expenses |
|
|
1,269,684 |
|
|
1,262,770 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Selling, General & Administrative Expenses: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Selling, general, and administrative- equipment sales and related services |
|
|
1,574,536 |
|
|
1,588,364 |
|
Selling, general, and administrative- cryobanking and related services |
|
|
299,816 |
|
|
343,634 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Selling, General & Administrative Expenses |
|
|
1,874,352 |
|
|
1,931,998 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Operating Expenses |
|
|
3,144,036 |
|
|
3,194,768 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Loss from Operations |
|
|
(2,493,052 |
) |
|
(2,440,128 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other income (expenses): |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Dividend income-investment portfolio |
|
|
1,182,501 |
|
|
1,230,600 |
|
Realized gains on sale of securities, net |
|
|
8,475,471 |
|
|
3,440,952 |
|
Mark to market of short positions |
|
|
2,142,782 |
|
|
3,330,832 |
|
Other revenues |
|
|
5,785 |
|
|
5,631 |
|
Interest expense, net of interest income of $31,161 and $10,994 |
|
|
(45,067 |
) |
|
(144,057 |
) |
Administrative expense relating to portfolio investments |
|
|
(42,570 |
) |
|
(23,921 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Other Income, net |
|
|
11,718,902 |
|
|
7,840,037 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income before income taxes |
|
$ |
9,225,850 |
|
$ |
5,399,909 |
|
|
|
|
|
|
|
|
|
Income tax expense |
|
|
400,000 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income |
|
$ |
8,825,850 |
|
$ |
5,399,909 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted average number of shares outstanding - basic |
|
|
4,391,718 |
|
|
4,598,103 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income per common equivalent share - basic |
|
$ |
2.01 |
|
$ |
1.17 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted average number of shares outstanding - diluted |
|
|
4,416,718 |
|
|
4,598,103 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income per common equivalent share - basic diluted |
|
$ |
2.00 |
|
$ |
1.17 |
|
|
|
|
|
|
|
|
|
See accompanying notes to unaudited condensed consolidated financial statements.
F-3
DAXOR CORPORATION AND SUBSIDIARY
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS [UNAUDITED]
FOR THE SIX MONTHS ENDED
|
|
|
|
|
|
|
|
|
|
June 30, 2008 |
|
June 30, 2007 |
|
||
|
|
|
|
|
|
||
|
|
|
|
|
|
||
CASH FLOWS FROM OPERATING ACTIVITIES: |
|
|
|
|
|
|
|
Net income |
|
$ |
8,825,850 |
|
$ |
5,399,909 |
|
|
|
|
|
|
|
|
|
Adjustment to reconcile net income to net cash used in operating activities: |
|
|
|
|
|
|
|
Depreciation |
|
|
156,053 |
|
|
110,174 |
|
Non-cash compensation expense associated with employee stock compensation plans |
|
|
38,363 |
|
|
13,703 |
|
Gain on sale of fixed assets |
|
|
(162,131 |
) |
|
(151,016 |
) |
Gains on sale of investments |
|
|
(8,475,471 |
) |
|
(3,440,952 |
) |
Mark to market adjustments on options & short sales |
|
|
(2,142,782 |
) |
|
(3,330,832 |
) |
|
|
|
|
|
|
|
|
Change in operating assets and liabilities: |
|
|
|
|
|
|
|
Increase in accounts receivable |
|
|
(76,620 |
) |
|
(251,935 |
) |
Decrease in prepaid expenses & other current assets |
|
|
(26,856 |
) |
|
(12,268 |
) |
Increase in inventory |
|
|
(174,478 |
) |
|
(43,027 |
) |
Increase in other assets |
|
|
|
|
|
(2,050 |
) |
(Decrease) Increase in accounts payable and accrued liabilities |
|
|
(63,474 |
) |
|
62,892 |
|
Decrease in income taxes payable |
|
|
(895,668 |
) |
|
|
|
Decrease in deferred revenue |
|
|
(5,369 |
) |
|
(2,108 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net cash used in operating activities |
|
|
(3,002,583 |
) |
|
(1,647,510 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
CASH FLOWS FROM INVESTING ACTIVITIES: |
|
|
|
|
|
|
|
Purchase of property and equipment |
|
|
(171,362 |
) |
|
(1,033,918 |
) |
Proceeds from sale of fixed assets |
|
|
195,000 |
|
|
195,500 |
|
(Increase) Decrease in securities sold, not received at fair market value |
|
|
(4,208,361 |
) |
|
2,655,860 |
|
Increase (Decrease) in securities borrowed, at fair market value |
|
|
2,616,922 |
|
|
(4,745,842 |
) |
Purchases of put and call options |
|
|
(259,076 |
) |
|
(653,737 |
) |
Sales of put and call options |
|
|
13,119,694 |
|
|
6,874,390 |
|
Acquisition of available for sale securities |
|
|
(28,843,402 |
) |
|
(11,268,919 |
) |
Proceeds from sale of available for sale securities |
|
|
18,864,089 |
|
|
10,438,089 |
|
|
|
|
|
|
|
|
|
Net cash provided by investing activities |
|
|
1,313,504 |
|
|
2,461,423 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
CASH FLOWS FROM FINANCING ACTIVITIES: |
|
|
|
|
|
|
|
Proceeds from margin loan payable |
|
|
29,538,163 |
|
|
18,141,847 |
|
Repayment of margin loan payable |
|
|
(27,169,277 |
) |
|
(21,808,149 |
) |
Repayment of bank loan |
|
|
(1,490,000 |
) |
|
|
|
Proceeds from bank loan |
|
|
200,000 |
|
|
|
|
Purchase of treasury stock |
|
|
(1,380,088 |
) |
|
(434,387 |
) |
Proceeds from mortgage payable |
|
|
|
|
|
500,000 |
|
Repayment of mortgage payable |
|
|
(18,307 |
) |
|
(14,454 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net cash used in financing activities |
|
|
(319,509 |
) |
|
(3,615,143 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net decrease in cash and cash equivalents |
|
|
(2,008,588 |
) |
|
(2,801,230 |
) |
Cash and cash equivalents at beginning of period |
|
|
2,029,834 |
|
|
2,838,927 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents at end of period |
|
$ |
21,246 |
|
$ |
37,697 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Supplemental Disclosures of Cash Flow Information: |
|
|
|
|
|
|
|
Cash paid during the period for: |
|
|
|
|
|
|
|
Interest |
|
$ |
76,227 |
|
$ |
155,052 |
|
Income taxes |
|
$ |
1,302,210 |
|
$ |
|
|
See accompanying notes to unaudited condensed consolidated financial statements.
F-4
DAXOR CORPORATION AND SUBSIDIARY
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
June 30, 2008 and 2007 (Continued)
(Unaudited)
(1) BUSINESS AND SIGNIFICANT ACCOUNTING POLICIES
BUSINESS
Daxor Corporation is a medical device manufacturing company that offers additional biotech services, such as cryobanking, through its wholly owned subsidiary, Scientific Medical Systems Corp. The Company provides long-term frozen blood and semen storage services to enable individuals to store their own blood and semen. The main focus of Daxor Corporation has been the development of an instrument that rapidly and accurately measures human blood volume. This instrument is used in conjunction with a single use diagnostic injection and collection kit.
SIGNIFICANT ACCOUNTING POLICIES
Basis of Presentation
The accompanying unaudited condensed consolidated financial statements reflect all adjustments of a normal recurring nature, which are, in the opinion of management, necessary for a fair statement of the financial position and results of operations for the interim periods presented. The condensed 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 for the years ended December 31, 2007, 2006 and 2005, included in Daxor Corporations Annual Report on Form 10-K for the fiscal year ended December 31, 2007. The December 31, 2007 condensed consolidated balance sheet data was derived from audited financial statements but does not include all disclosures required by accounting principles generally accepted in the United States of America. Operating results for the three and six month periods ended June 30, 2008 are not necessarily indicative of the results that may be expected for the year December 31, 2008.
These condensed 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.
Principles of Consolidation
The condensed consolidated financial statements include the accounts of Daxor Corporation and Scientific Medical Systems Corp, a wholly-owned subsidiary. All inter-company transactions and balances have been eliminated in consolidation.
Segment Reporting
The Company has two operating segments: Equipment Sales and Related Services, and Cryobanking and Related Services.
The Equipment Sales and Related Services segment comprises the Blood Volume Analyzer equipment and related activity. This includes equipment sales, equipment rentals, equipment delivery fees, BVA-100 kit sales and service contract revenues.
The Cryobanking and Related Services segment is comprised of activity relating to the storage of blood and semen, and related laboratory services and handling fees.
Although not deemed an operating segment, the Company reports a third business segment; Investment activity. This segment reports the activity of the Companys investment portfolio. This includes all earnings, gains and losses, and expenses relating to these investments.
Use of Estimates
In order to prepare financial statements that conform to the requirements of US GAAP, management makes estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as of the dates of the financial statements and the results of operations during the reporting periods. Actual results may differ from these estimates.
F-5
DAXOR CORPORATION AND SUBSIDIARY
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
June 30, 2008 and 2007 (Continued)
(Unaudited)
Reclassifications
Reclassifications occurred to certain prior year amounts in order to conform to the current year classifications. The reclassifications have no effect on the reported net income.
Cash and Cash Equivalents
Cash and cash equivalents include time deposits and short term investments with original maturities of three months or less. Normally, these short term investments consist of U.S. Treasury Bills. At both June 30, 2008 and June 30, 2007, there were no short term investments included as cash equivalents.
Fair Value of Financial Instruments
The carrying amounts of financial instruments, including cash and cash equivalents, accounts receivable and payable, accrued liabilities deferred option premiums and short term debt (loans payable and short positions on securities) approximate fair value because of their short maturities. The carrying amount of the mortgage payable is estimated to approximate fair value as the mortgage was closed in 2007 at a current interest rate.
F-6
DAXOR CORPORATION AND SUBSIDIARY
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
June 30, 2008 and 2007 (Continued)
(Unaudited)
Available-for-Sale Securities
Available-for-sale securities represent investments in debt and equity securities (primarily common and preferred stock of electric utility companies) that management has determined meet the definition of available-for-sale under SFAS No. 115 - Accounting for Certain Investments in Debt and Equity Securities. Accordingly, these investments are stated at fair market value and all unrealized holding gains or losses are recorded in the Stockholders Equity section as Accumulated Other Comprehensive Income (Loss). Conversely, all realized gains, losses and earnings are recorded in the Statement of Operations under Other Income (Expense).
At certain times, the Company will engage in short selling of stock. When this occurs, the short position is marked to the market and recorded as a realized sale. Any gain or (loss) is recorded for the period presented.
Historical cost is used by the Company to determine all gains and losses, and fair market value is obtained by readily available market quotes on all securities.
Put and Call Options at fair value
As part of the companys investment strategy, put and call options are sold on various stocks the company is willing to buy or sell. The premiums received are deferred until such time as they are exercised or expire. In accordance with SFAS No. 133 - Accounting for Derivative Instruments and Hedging Activities, these options are marked to market for each reporting period using readily available market quotes, and this fair value adjustment is recorded as a gain or loss in the Statement of Operations.
Upon exercise, the value of the premium will adjust the basis of the underlying security bought or sold. Options that expire are recorded as income in the period they expire.
Receivable from Broker
The Receivable from Broker represents cash proceeds from sales of securities and dividends. These proceeds are kept in dividend bearing money market accounts.
Securities borrowed at fair value
When a call option that has been sold short is exercised, this creates a short position in the related common stock. The recorded cost of these short positions is the amount received on the sale of the stock plus the proceeds received from the underlying call option. These positions are shown on the Balance Sheet as Securities borrowed at fair value and the carrying value is reduced or increased at the end of each quarter by the mark to market adjustment which is recorded in accordance with SFAS No. 115 Accounting for Certain Investments in Debt and Equity Securities.
Securities sold, not yet received at fair value
Some of the financial institutions who hold our securities do not increase our account with the cash proceeds on the sale of a short stock. In lieu of cash, our account receives a credit for the proceeds of the short sale. Cash is added to or subtracted from our account weekly based on the market value of our short positions. These securities are recorded by the Company as received but not delivered and are valued at their quoted market price.
Investment Goals, Strategies and Policies
The Companys investment goals are capital preservation and maintaining returns on capital with a high degree of safety. These goals are accomplished through the following strategies and policies:
|
|
|
|
1. |
The Company maintains a diversified securities portfolio comprised primarily of dividend bearing electric utility common and preferred stocks. The Company also sells covered calls on portions of its portfolio and also sells puts on stocks it is willing to own. It also sells uncovered calls and will periodically have net short positions of up to 15% of the value of its portfolio. The Companys net short position may temporarily rise to 20% of the Companys portfolio without any specific action because of changes in valuation, but should not exceed this amount. The Companys investment policy is to maintain a minimum of 85% of its portfolio in electric utilities. Investments in utilities are primarily in electric companies. Investments in non-utility stocks will not exceed 15% of the portfolio. |
F-7
DAXOR CORPORATION AND SUBSIDIARY
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
June 30, 2008 and 2007 (Continued)
(Unaudited)
|
|
|
|
2. |
Investment in speculative issues, including short sales, maximum of 15%. |
|
|
|
|
3. |
Limited use of options to increase yearly investment income. |
|
|
|
|
a. |
The use of Call Options. Covered options can be sold up to a maximum of 20% of the value of the portfolio. This provides extra income in addition to dividends received from the companys investments. The risk of this strategy is that investments which the company may have preferred to retain can be called away. Therefore, a limitation of 20% is placed on the amount of stock on which options can be written. The amount of the portfolio on which options are actually written is usually between 3-10% of the portfolio. The historical turnover of the portfolio is such that the average holding period is in excess of five years for available for sale securities. |
|
|
|
|
b. |
The use of Put options. Put options are written on stocks which the company is willing to purchase. While the company does not have a high rate of turnover in its portfolio, there is some turnover; for example, due to preferred stocks being called back by the issuing company, or stocks being called away because call options have been written. If the stock does not go below the put exercise price, the company records the proceeds from the sale as income. If the put is exercised, the cost basis is reduced by the proceeds received from the sale of the put option. There may be occasions where the cost basis of the stock is lower than the market price at the time the option is exercised. |
|
|
|
|
c. |
Speculative Short Sales/Short Options. The company normally limits its speculative transactions to no more than 15% of the value of the portfolio. The company may sell uncovered calls on certain stocks. If the stock price does not rise to the price of the calls, the option is not exercised, and the company records the proceeds from the sale of the call as income. If the call is exercised, the company will have a short position in the related stock. The company then has the choice of covering the short position or selling a put against it. If the put is exercised, the short position is covered. The companys current accounting policy is to mark to the market at the end of each quarter any short positions, and include it in the income statement. While the company may have so-called speculative positions equal to 15% of its accounts, in actual practice the net short stock positions usually account for less than 10% of the assets of the company. |
|
|
|
|
4. |
In the event of a merger, the Company will elect to receive shares in the new company. In the event of a cash only offer, the Company will receive cash and be forced to sell it stock. |
Accounts Receivable
Accounts receivable are reviewed by the Company at the end of each reporting period to determine the collectability based upon the aging of the balances and the history of the customer. As of June 30, 2008, the Company determined that a reserve of $57,655 should be placed against the outstanding receivable balance of $348,609. As of December 31, 2007, the Company determined that a reserve of $57,655 should be placed against the outstanding receivable balance of $271,989.
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.
Prepaid Expenses and Other Current Assets
Prepaid expenses and other current assets generally consist of prepayments for future services and corporate capital base/personal holding taxes. Prepayments are expensed when the services are received or as the prepaid capital base/personal holding taxes are offset by the related tax liability. All prepaid expenses and taxes are expensed within one year of the Balance Sheet date and are thus classified as Current Assets.
Property and Equipment
Property and Equipment is stated at cost and consists of BVA equipment loaned on a trial basis, laboratory and office equipment, furniture and fixtures, and leasehold improvements. These assets are depreciated under the straight-line method, over their estimated useful lives, which range from 5 to 39 years.
F-8
DAXOR CORPORATION AND SUBSIDIARY
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
June 30, 2008 and 2007 (Continued)
(Unaudited)
Amounts spent to repair or maintain these assets arising out of the normal course of business are expensed in the period incurred. The cost of betterments and additions are capitalized and depreciated over the life of the asset. The cost of assets disposed of or determined to be non-revenue producing, together with the related accumulated depreciation applicable thereto, are eliminated from the accounts, and any gain or loss is recognized.
In accordance with SFAS No. 144, Accounting for the Impairment or Disposal of Long-Lived Assets, management reviews long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Currently, management does not believe there is any impairment of any long-lived assets.
Revenue Recognition
The Company recognizes operational revenues from several sources. The first source is the sale of equipment, the Blood Volume Analyzer, to customers. The second source is the sale and associated shipping revenues of single-use radioactive doses (Volumex) that are injected into the patient and measured by the Blood Volume Analyzer. The third source of revenue is service contracts on the Blood Volume Analyzer, after it has been sold to a customer. The fourth source of revenue is the storage fees associated with cryobanked blood and semen specimens. The fifth is lab revenues from laboratory services, and the sixth is revenue from donor semen sales.
The Company currently offers three different methods of purchasing the Blood Volume Analyzer equipment. A customer may purchase the equipment directly, lease the equipment, or rent the equipment on a month-to-month basis. The revenues generated by a direct sale or a monthly rental are recognized as revenue in the period in which the sale or rental occurs. If a customer selects the lease option, the Company refers the customer to a third party leasing company with whom it has established a relationship. If the lease is approved by the independent leasing company, the Company receives 100% of the sales proceeds from the leasing company and recognizes 100% of the revenue. The leasing company then deals directly with the customer with regard to lease payments and any related collections.
The sales of the single-use radioactive doses (Volumex) that are used in conjunction with the Blood Volume Analyzer are recognized as revenue in the period in which the sale occurs.
Service contracts are recorded by the Company as deferred revenue and are amortized into income in the period in which they are earned. Effective January 1, 2006, the company began to offer service contracts priced on annual basis which are billed quarterly and revenue is earned in the same calendar quarter that it is billed. As at June 30, 2008 and December 31, 2007, deferred revenue pertaining to the historical service contracts was $1,875 and $7,417 respectively.
The storage fees associated with the cryobanked blood and semen samples are recognized as income in the period for which the fee applies. Although the Company historically offered annual storage fee contracts, effective October 1, 2005, the Company only offers storage term contracts of three months or less.
Income Taxes
The Company accounts for income taxes under the provisions of SFAS No. 109 - Accounting for Income Taxes. This pronouncement requires recognition of deferred tax assets and liabilities for the estimated future tax consequences of events attributable to differences between the amounts of existing assets and liabilities and their respective tax bases and operating loss and tax credit carry forwards. Deferred tax assets and liabilities are measured using tax rates in effect for the year in which the differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of changes in tax rates is recognized in the statement of operations in the period in which the enactment rate changes. Deferred tax assets and liabilities are reduced through the establishment of a valuation allowance at such time as, based on available evidence, it is more likely than not that the deferred tax assets will not be realized.
Comprehensive Income (Loss)
The Company reports components of comprehensive income under the requirements of SFAS No. 130 - Reporting Comprehensive Income. This statement establishes rules for the reporting of comprehensive income and requires certain transactions to be presented as separate components of stockholders equity. The Company currently reports the unrealized holding gains and losses on available-for-sale securities, net of deferred taxes, as accumulated other comprehensive income (loss).
F-9
DAXOR CORPORATION AND SUBSIDIARY
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
June 30, 2008 and 2007 (Continued)
(Unaudited)
Product Warrantees and Related Liabilities
When a Blood Volume Analyzer has been sold to a customer, the Company offers a one year warranty on the product, which covers all mechanical failures. This one year warranty is effective on the date of sale of the unit. All major components of the equipment are purchased and warranted by the original third party manufacturers. After the one year period expires, customers may purchase a service contract through the Company, which is usually offered in one-year increments. To date, the Company has not experienced any major mechanical failures on any equipment sold. In addition, the majority of the potential liability would revert to the original manufacturer. Due to this history, a liability has not been recorded with respect to product or warranty liability.
Advertising Costs
Advertising expenditures relating to the advertising and marketing of the Companys products and services are expensed in the period incurred. Advertising Expense for the three months ended June 30, 2008 and 2007 amounted to $3,742 and $3,404. Advertising expense for the six months ended June 30, 2008 and 2007 amounted to $7,258 and $6,900.
Earnings Per Share
The Company computes earnings per share in accordance with SFAS No. 128, Earnings per Share. Basic earnings per common share is computed by dividing income or loss available to common stockholders by the weighted average number of common shares outstanding for the period. Diluted earnings per common share are based on the average number of common shares outstanding during each period, adjusted for the effects of outstanding stock options.
For the six months ended June 30, 2008 and 2007, stock options were included in the computation of diluted earnings per common share due to their anti-dilutive effect. The number of anti-dilutive stock options excluded from the computation of diluted loss per common share was 85,500 and 100,100, respectively.
Leased Employees
The Company has entered into an agreement with ADP Total Source, whereby the Company leases its employees from ADP. The agreement requires the Company to reimburse ADP for all employee wages, related taxes, employee benefit costs and human resource fees.
The Company records these payments using the same classifications for which the reimbursement is made (i.e. wage reimbursements are recorded as wage expense).
Stock Based Compensation
In December 2004, the FASB issued SFAS No. 123R - Share-Based Payment: An Amendment of FASB Statements No. 123, (SFAS 123R) which requires companies to recognize in the income statement the grant-date fair value of stock options and other equity-based compensation issued to employees. SFAS 123R is effective for financial statements issued for annual reporting periods that begin after June 15, 2005. In adopting SFAS No. 123R, the Company used the modified prospective transition method, as of January 1, 2006, the first day of the Companys fiscal year 2006.
Under the modified prospective transition method, awards that are granted, modified or settled after the date of adoption will be measured and accounted for in accordance with SFAS 123R. Compensation cost for awards granted prior to, but not vested, as of the date SFAS 123R is adopted would be based on the grant date attributes originally used to value those awards for pro forma purposes under SFAS 123. The Companys condensed consolidated financial statements as of and for the three and six months ended June 30, 2008, reflect the impact of SFAS No. 123R. In accordance with the modified prospective transition method, the Companys consolidated financial statements for periods prior to January 1, 2006 have not been restated to reflect, and do not include, the impact of SFAS 123R.
SFAS 123R also requires the tax benefits associated with these share-based payments to be classified as financing activities in the Condensed Consolidated Statements of Cash Flows, rather than as operating cash flows as required under previous regulations.
At June 30, 2008, the Company has one stock-based compensation plan, the 2004 Stock Option Plan. This Plan allows for the issuance of a maximum of 200,000 shares of common stock or 5% of the outstanding balance of shares of the Company on the date of grant, whichever is greater. Under the provisions of the Option Plan, the exercise price of any stock options issued is a minimum of 110% of the closing market price of the Companys stock on the grant date of the option.
F-10
DAXOR CORPORATION AND SUBSIDIARY
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
June 30, 2008 and 2007 (Continued)
(Unaudited)
At June 30, 2008, there is a total unvested stock-based compensation expense of $ 31,627 and a total weighted average remaining term of 0.53 years. Total share-based compensation expense recognized in the Statement of Operations aggregated $20,508 for the three months ended June 30, 2008 and $9,185 for the three months ended June 30, 2007. The share-based compensation for the six months ended June 30, 2008 and 2007 was $38,363 and $13,703 respectively.
To calculate the option-based compensation under SFAS 123R, the Company used the Black-Scholes option-pricing model, which it had previously used for the valuation of option-based awards for its pro-forma information required under SFAS 123 for periods prior to fiscal 2006. The Companys determination of fair value of option-based awards on the date of grant using the Black-Scholes model is affected by the Companys stock price as well as assumptions regarding a number of subjective variables. These variables include, but are not limited to, the Companys expected stock price volatility over the term of the awards, risk-free interest rate, and the expected life of the options. The risk-free interest rate is based on a treasury instrument whose term is consistent with the expected life of the stock options. The expected volatility, holding period, and forfeitures of options are based on historical experience.
The following table represents stock option activity for the six months ended June 30, 2008:
|
|
|
|
|
|
|
|
|
|
|
|
|
Number of |
|
Exercise |
|
Remaining |
|
|||
|
|
|
|
|
|
|
|
|||
Outstanding options at beginning of period |
|
|
90,000 |
|
$ |
18.93 |
|
|
2.60 Yrs. |
|
Granted |
|
|
22,000 |
|
$ |
11.39 |
|
|
|
|
Canceled |
|
|
(1,500 |
) |
$ |
18.18 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Outstanding options at end of period |
|
|
110,500 |
|
$ |
17.44 |
|
|
2.63 Yrs. |
|
|
|
|
|
|
|
|
|
|
|
|
Outstanding exercisable at end of period |
|
|
67,500 |
|
$ |
19.45 |
|
|
1.45 Yrs. |
|
|
|
|
|
|
|
|
|
|
|
|
(2) AVAILABLE-FOR-SALE SECURITIES
Upon adoption of SFAS No. 115 - Accounting for Certain Investments in Debt and Equity Securities, management has determined that the companys 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 companys available-for-sale securities, as of June 30, 2008 and December 31, 2007, of approximately 104.41% and 149.84%, 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 Companys investments as of:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
June 30, 2008 |
|
||||||||||
|
|
|
|
||||||||||
Type of security |
|
Cost |
|
Fair |
|
Unrealized Holding |
|
Unrealized holding |
|
||||
|
|
|
|
|
|
|
|
|
|
||||
Equity |
|
$ |
37,981,603 |
|
$ |
77,748,755 |
|
$ |
45,426,056 |
|
$ |
(5,658,904 |
) |
Debt |
|
|
65,770 |
|
|
24,920 |
|
|
|
|
|
(40,850 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
$ |
38,047,373 |
|
$ |
77,773,675 |
|
$ |
45,426,056 |
|
$ |
(5,699,754 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
F-11
DAXOR CORPORATION AND SUBSIDIARY
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
June 30, 2008 and 2007 (Continued)
(Unaudited)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31, 2007 |
|
||||||||||
|
|
|
|
||||||||||
Type of security |
|
Cost |
|
Fair |
|
Unrealized |
|
Unrealized holding |
|
||||
|
|
|
|
|
|
|
|
|
|
||||
Equity |
|
$ |
29,802,511 |
|
$ |
74,572,643 |
|
$ |
47,224,495 |
|
$ |
(2,454,363 |
) |
Debt |
|
|
184,646 |
|
|
346,550 |
|
|
161,904 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
$ |
29,987,157 |
|
$ |
74,919,193 |
|
$ |
47,386,399 |
|
$ |
(2,454,363 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
At June 30, 2008 the securities held by the Company had a market value of $77,773,675 and a cost basis of $38,047,373 resulting in a net unrealized gain of $39,726,302 or 104.41% of cost.
At December 31, 2007, the securities held by the Company had a market value of $74,919,193 and a cost basis of $29,987,157 resulting in a net unrealized gain of $44,932,036 or 149.84% of cost.
At June 30, 2008 and December 31, 2007, marketable securities primarily consist of preferred and common stocks of utility companies, and are valued at fair value. Debt securities consist of corporate bonds and notes at June 30, 2008 and these items have a cost of $65,770 and are scheduled to mature at various dates through May 2048.
(3) SEGMENT ANALYSIS
The Company has two operating segments: the sale of blood volume analysis equipment and related services, and cryobanking services which encompasses blood and semen storage and related services. In addition, the Company reports an additional segment, Investment Activity, although it is not deemed to be an operating segment.
The following table summarizes the results of each segment described above for the three months ended June 30, 2008.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
June 30, 2008 |
|
||||||||||
|
|
|
|
||||||||||
|
|
Equipment Sales & Related Services |
|
Cryobanking & Related Services |
|
Investment Activity |
|
Total |
|
||||
|
|
|
|
|
|
|
|
|
|
||||
|
|||||||||||||
Revenues |
|
$ |
467,998 |
|
$ |
88,589 |
|
$ |
|
|
$ |
556,587 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Expenses |
|
|
|
|
|
|
|
|
|
|
|
|
|
Cost of sales |
|
|
164,176 |
|
|
10,326 |
|
|
|
|
|
174,502 |
|
Research and development expenses |
|
|
614,979 |
|
|
47,154 |
|
|
|
|
|
662,133 |
|
Selling, general and administrative expenses |
|
|
803,941 |
|
|
140,262 |
|
|
|
|
|
944,203 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Expenses |
|
|
1,583,096 |
|
|
197,742 |
|
|
|
|
|
1,780,838 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating loss |
|
|
(1,115,098 |
) |
|
(109,153 |
) |
|
|
|
|
(1,224,251 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Investment income, net |
|
|
|
|
|
|
|
|
|
|
|
|
|
Dividends |
|
|
|
|
|
|
|
|
551,719 |
|
|
551,719 |
|
Gain on sales of securities, net |
|
|
|
|
|
|
|
|
2,644,472 |
|
|
2,644,472 |
|
Mark to market of short positions |
|
|
|
|
|
|
|
|
(33,259 |
) |
|
(33,259 |
) |
Administrative expenses relating to portfolio investments |
|
|
|
|
|
|
|
|
(21,156 |
) |
|
(21,156 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Investment income, net |
|
|
|
|
|
|
|
|
3,141,776 |
|
|
3,141,776 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest expense, net |
|
|
(8,604 |
) |
|
|
|
|
(6,948 |
) |
|
(15,552 |
) |
Other income |
|
|
2,869 |
|
|
|
|
|
|
|
|
2,869 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income (loss) before income taxes |
|
|
(1,120,833 |
) |
|
(109,153 |
) |
|
3,134,828 |
|
|
1,904,842 |
|
Income tax expense |
|
|
|
|
|
|
|
|
400,000 |
|
|
400,000 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income (loss) |
|
$ |
(1,120,833 |
) |
$ |
(109,153 |
) |
$ |
2,734,828 |
|
$ |
1,504,842 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total assets |
|
$ |
2,771,270 |
|
$ |
222,017 |
|
$ |
101,281,431 |
|
$ |
104,274,718 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
F-12
DAXOR CORPORATION AND SUBSIDIARY
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
June 30, 2008 and 2007 (Continued)
(Unaudited)
The following table summarizes the results of each segment described above for the three months ended June 30, 2007
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
June 30, 2007 |
|
||||||||||
|
|
|
|
||||||||||
|
|
Equipment Sales & Related Services |
|
Cryobanking & Related Services |
|
Investment Activity |
|
Total |
|
||||
|
|
|
|
|
|
|
|
|
|
||||
|
|||||||||||||
Revenues |
|
$ |
438,458 |
|
$ |
106,860 |
|
$ |
|
|
$ |
545,318 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Expenses |
|
|
|
|
|
|
|
|
|
|
|
|
|
Cost of sales |
|
|
133,700 |
|
|
11,325 |
|
|
|
|
|
145,025 |
|
Research and development expenses |
|
|
611,554 |
|
|
46,985 |
|
|
|
|
|
658,539 |
|
Selling, general and administrative expenses |
|
|
833,584 |
|
|
142,431 |
|
|
|
|
|
976,015 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Expenses |
|
|
1,578,838 |
|
|
200,741 |
|
|
|
|
|
1,779,579 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating loss |
|
|
(1,140,380 |
) |
|
(93,881 |
) |
|
|
|
|
(1,234,261 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Investment income |
|
|
|
|
|
|
|
|
|
|
|
|
|
Dividends |
|
|
|
|
|
|
|
|
519,171 |
|
|
519,171 |
|
Gain on sales of securities, net |
|
|
|
|
|
|
|
|
1,814,522 |
|
|
1,814,522 |
|
Mark to market of short positions |
|
|
|
|
|
|
|
|
1,316,034 |
|
|
1,316,034 |
|
Administrative expenses relating to portfolio investments |
|
|
|
|
|
|
|
|
(11,783 |
) |
|
(11,783 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Investment income, net |
|
|
|
|
|
|
|
|
3,637,944 |
|
|
3,637,944 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest expense, net |
|
|
(9,274 |
) |
|
|
|
|
(57,370 |
) |
|
(66,644 |
) |
Other income |
|
|
2,756 |
|
|
120 |
|
|
|
|
|
2,876 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income (loss) before income taxes |
|
|
(1,146,898 |
) |
|
(93,761 |
) |
|
3,580,574 |
|
|
2,339,915 |
|
Income tax expense |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income (loss) |
|
$ |
(1,146,898 |
) |
$ |
(93,761 |
) |
$ |
3,580,574 |
|
$ |
2,339,915 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total assets |
|
$ |
2,332,483 |
|
$ |
149,930 |
|
$ |
77,904,576 |
|
$ |
80,386,989 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
F-13
DAXOR CORPORATION AND SUBSIDIARY
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
June 30, 2008 and 2007 (Continued)
(Unaudited)
The following table summarizes the results of each segment described above for the six months ended June 30, 2008
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
June 30, 2008 |
|
||||||||||
|
|
|
|
||||||||||
|
|
Equipment Sales & Related Services |
|
Cryobanking & Related Services |
|
Investment Activity |
|
Total |
|
||||
|
|
|
|
|
|
|
|
|
|
||||
|
|||||||||||||
Revenues |
|
$ |
791,778 |
|
$ |
185,722 |
|
$ |
|
|
$ |
977,500 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Expenses |
|
|
|
|
|
|
|
|
|
|
|
|
|
Cost of sales |
|
|
302,790 |
|
|
23,726 |
|
|
|
|
|
326,516 |
|
Research and development expenses |
|
|
1,174,288 |
|
|
95,396 |
|
|
|
|
|
1,269,684 |
|
Selling, general and administrative expenses |
|
|
1,574,536 |
|
|
299,816 |
|
|
|
|
|
1,874,352 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Expenses |
|
|
3,051,614 |
|
|
418,938 |
|
|
|
|
|
3,470,552 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating loss |
|
|
(2,259,836 |
) |
|
(233,216 |
) |
|
|
|
|
(2,493,052 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Investment income |
|
|
|
|
|
|
|
|
|
|
|
|
|
Dividends |
|
|
|
|
|
|
|
|
1,182,501 |
|
|
1,182,501 |
|
Gain on sales of securities, net |
|
|
|
|
|
|
|
|
8,475,471 |
|
|
8,475,471 |
|
Mark to market of short positions |
|
|
|
|
|
|
|
|
2,142,782 |
|
|
2,142,782 |
|
Administrative expenses relating to portfolio investments |
|
|
|
|
|
|
|
|
(42,570 |
) |
|
(42,570 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Investment income, net |
|
|
|
|
|
|
|
|
11,758,184 |
|
|
11,758,184 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest expense, net |
|
|
(17,288 |
) |
|
|
|
|
(27,779 |
) |
|
(45,067 |
) |
Other income |
|
|
5,739 |
|
|
46 |
|
|
|
|
|
5,785 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income (loss) before income taxes |
|
|
(2,271,385 |
) |
|
(233,170 |
) |
|
11,730,405 |
|
|
9,225,850 |
|
Income tax expense |
|
|
|
|
|
|
|
|
400,000 |
|
|
400,000 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income (loss) |
|
$ |
(2,271,385 |
) |
$ |
(233,170 |
) |
$ |
11,330,405 |
|
$ |
8,825,850 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total assets |
|
$ |
2,771,270 |
|
$ |
222,017 |
|
$ |
101,281,431 |
|
$ |
104,274,718 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
F-14
DAXOR CORPORATION AND SUBSIDIARY
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
June 30, 2008 and 2007 (Continued)
(Unaudited)
The following table summarizes the results of each segment described above for the six months ended June 30, 2007
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
June 30, 2007 |
|
||||||||||
|
|
|
|
||||||||||
|
|
Equipment Sales & Related Services |
|
Cryobanking & Related Services |
|
Investment Activity |
|
Total |
|
||||
|
|
|
|
|
|
|
|
|
|
||||
|
|||||||||||||
Revenues |
|
$ |
832,684 |
|
$ |
218,516 |
|
$ |
|
|
$ |
1,051,200 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Expenses |
|
|
|
|
|
|
|
|
|
|
|
|
|
Cost of sales |
|
|
272,760 |
|
|
23,800 |
|
|
|
|
|
296,560 |
|
Research and development expenses |
|
|
1,159,744 |
|
|
103,026 |
|
|
|
|
|
1,262,770 |
|
Selling, general and administrative expenses |
|
|
1,588,364 |
|
|
343,634 |
|
|
|
|
|
1,931,998 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Expenses |
|
|
3,020,868 |
|
|
470,460 |
|
|
|
|
|
3,491,328 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating loss |
|
|
(2,188,184 |
) |
|
(251,944 |
) |
|
|
|
|
(2,440,128 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Investment income |
|
|
|
|
|
|
|
|
|
|
|
|
|
Dividends |
|
|
|
|
|
|
|
|
1,230,600 |
|
|
1,230,600 |
|
Gain on sales of securities, net |
|
|
|
|
|
|
|
|
3,440,952 |
|
|
3,440,952 |
|
Mark to market of short positions |
|
|
|
|
|
|
|
|
3,330,832 |
|
|
3,330,832 |
|
Administrative expenses relating to portfolio investments |
|
|
|
|
|
|
|
|
(23,921 |
) |
|
(23,921 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Investment income, net |
|
|
|
|
|
|
|
|
7,978,463 |
|
|
7,978,463 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest expense, net |
|
|
(15,209 |
) |
|
|
|
|
(128,848 |
) |
|
(144,057 |
) |
Other income |
|
|
5,511 |
|
|
120 |
|
|
|
|
|
5,631 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income (loss) before income taxes |
|
|
(2,197,882 |
) |
|
(251,824 |
) |
|
7,849,615 |
|
|
5,399,909 |
|
Income tax expense |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income (loss) |
|
$ |
(2,197,882 |
) |
$ |
(251,824 |
) |
$ |
7,849,615 |
|
$ |
5,399,909 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total assets |
|
$ |
2,332,483 |
|
$ |
149,930 |
|
$ |
77,904,576 |
|
$ |
80,386,989 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
F-15
DAXOR CORPORATION AND SUBSIDIARY
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
June 30, 2008 and 2007 (Continued)
(Unaudited)
(4) PROPERTY AND EQUIPMENT
Property and equipment as at June 30, 2008 and December 31, 2007 consists of:
|
|
|
|
|
|
|
|
|
|
June 30, 2008 |
|
December 31, 2007 |
|
||
|
|
|
|
|
|
||
Machinery and equipment |
|
$ |
1,304,760 |
|
$ |
1,161,413 |
|
BVA Equipment on trial |
|
|
748,000 |
|
|
782,000 |
|
Land and Land Improvements |
|
|
196,991 |
|
|
196,991 |
|
Buildings |
|
|
598,422 |
|
|
598,422 |
|
Furniture and fixtures |
|
|
361,318 |
|
|
352,972 |
|
Leasehold improvements |
|
|
594,535 |
|
|
591,866 |
|
|
|
|
|
|
|
|
|
Total Cost |
|
$ |
3,804,026 |
|
$ |
3,683,664 |
|
Accumulated depreciation and amortization |
|
|
(1,763,092 |
) |
|
(1,625,170 |
) |
|
|
|
|
|
|
|
|
Property and equipment, net |
|
$ |
2,040,934 |
|
$ |
2,058,494 |
|
|
|
|
|
|
|
|
|
Depreciation expense for the three months ended June 30, 2008 and June 30, 2007 was respectively $ 87,394 and $57,643.
Depreciation expense for the six months ended June 30, 2008 and June 30, 2007 was respectively $ 156,053 and $110,174.
On January 3, 2007, Daxor closed on the purchase of 3.5 acres of land at 107 and 109 Meco Lane, Oak Ridge, Tennessee that contains two separate 10,000 square foot buildings. The buildings were constructed in 2004 and each structure is a single story steel frame with metal shell and roof constructed on a concrete slab. The total purchase price for the land and buildings including closing costs was $784,064.
The build out of the buildings in Oak Ridge commenced in the beginning of July of 2007 after the Company received the necessary state and local permits and licenses and the company moved in to the new buildings during the first week of October 2007.
(5) LOANS AND MORTGAGE PAYABLE
LOANS PAYABLE
At June 30, 2008 and December 31, 2007, the Company has a bank note payable of $210,000 and $1,500,000 respectively which is classified as a current liability. The note is renewable on May 27, 2009 for a period of one year. The note bears interest at the Prime Rate less 1.50%. At June 30, 2008, this was 3.50%. The note is secured by certain marketable securities of the Company.
The interest expense on this note for the three months ended June 30, 2008 and June 30, 2007 was $10,044 and $25,031, respectively. The interest expense on this note for the six months ended June 30, 2008 and June 30, 2007 was $28,071 and $50,029, respectively.
Short-term debt to brokers (margin debt), is secured by the Companys marketable securities, and totaled $582,758 at June 30, 2008 and $ 1,814,303 at December 31, 2007.
MORTGAGE PAYABLE
Daxor financed the purchase of the land and buildings in Oak Ridge, Tennessee with a $500,000 10-year mortgage, with the first five years fixed at 7.49%. On January 2, 2012 there is a single payment of $301,972 for the remaining principal and interest on the mortgage. The Company has the option of making this payment or refinancing the mortgage for an additional five year term at a fixed rate of interest that would be set on January 2, 2012.
F-16
DAXOR CORPORATION AND SUBSIDIARY
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
June 30, 2008 and 2007 (Continued)
(Unaudited)
The future payments of principal on the mortgage by twelve month period end are as follows:
|
|
|
|
|
|
|
|
|
|
|
|
06/30/09 |
|
06/30/10 |
|
06/30/11 |
|
Thereafter |
|
||||
|
|
|
|
|
|
|
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
$ |
38,825 |
|
$ |
41,835 |
|
$ |
45,078 |
|
$ |
323,866 |
|
At June 30, 2008, the remaining principal due on the mortgage for the land and buildings in Oak Ridge, Tennessee is $ 449,604. Of this amount, $38,825 is due before June 30, 2009 and the remaining $410,779 is due after that date.
(6) PUT AND CALL OPTIONS AT FAIR VALUE
As part of the companys investment strategy, put and call options are sold on various stocks the company is willing to buy or sell. The premiums received are deferred until such time as they are exercised or expire. In accordance with SFAS No. 133 - Accounting for Derivative Instruments and Hedging Activities, these options are marked to market for each reporting period using readily available market quotes, and this fair value adjustment is recorded as a gain or loss in the Statement of Operations.
Upon exercise, the value of the premium will adjust the basis of the underlying security bought or sold. Options that expire are recorded as income in the period they expire.
The following summarizes the Companys Put and Call Options as of June 30, 2008 and December 31, 2007:
|
|
|
|
|
|
|
|
|
|
Put and Call Options |
|
Selling price |
|
|
Fair Market value |
|
|
Unrealized Gain |
|
|
|
|
|
|
|
|
|
|
|
June 30, 2008 |
|
8,648,828 |
|
|
6,295,900 |
|
|
2,352,928 |
|
December 31, 2007 |
|
7,645,833 |
|
|
5,972,632 |
|
|
1,673,201 |
|
(7) SECURITIES BORROWED AT FAIR VALUE
At June 30, 2008 and December 31, 2007, the Company maintained short positions in certain marketable securities. The liability for short sales of securities is included in Securities borrowed at fair market value in the accompanying balance sheets. The cost basis of these positions or proceeds for these short sales were $22,907,167 and $18,712,876 at June 30, 2008 and December 31, 2007 respectively and had respective market values of $22,979,181 and $20,362,259, resulting in mark to market adjustments of ($72,014) and ($1,649,383) at June 30, 2008 and December 31, 2007.
(8) STOCK OPTIONS
In June 2004, the Company created the 2004 Stock Option Plan in an effort to provide incentive to employees, officers, agents, consultants, and independent contractors through proprietary interest. The Board of Directors shall act as the Plan Administrator, and may issue these options at its discretion. The maximum number of shares that may be issued under this Plan is 200,000 or 5% of the Companys outstanding shares, whichever is greater. Prior to June 2004, the Company issued options to various employees under the previous Stock Option Plan that was also administered by the Board of Directors. All issuances have varying vesting and expiration timelines. As at June 30, 2008 and 2007, 67,500 and 77,400 of the outstanding options were exercisable, respectively.
(9) CURRENT INCOME TAXES
Under Internal revenue code section 542, a company is defined as a personal holding company (PHC) if it meets both an ownership and income test. The ownership test is met if a company has five or fewer shareholders who own more than 50% of the company. Daxor meets the ownership test. The income test is met if PHC income items such as dividends, interest and rents exceed 60% of adjusted ordinary gross income. Adjusted ordinary gross income is defined as all items of income except capital gains. For the six months ended June 30, 2008, more than 60% of Daxors adjusted gross income came from items defined as PHC income. Accordingly the Company is a PHC, as it meets both the ownership and income tests.
F-17
DAXOR CORPORATION AND SUBSIDIARY
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
June 30, 2008 and 2007 (Continued)
(Unaudited)
As a result, the Company is subject to a PHC income tax on its undistributed PHC income. For the six months ending June 30, 2008, Daxors undistributed PHC income is approximately $8,200,000. Management plans to eliminate or significantly reduce the Companys undistributed PHC income before the end of the year. This will be accomplished by either paying this income out as a dividend before the end of the year, or by realizing losses on the sale of certain securities or by a combination of both of these activities.
Under FASB No. 109, the Company accrues income taxes in interim periods based upon its estimated annual effective tax rate. Assuming there is no change in PHC income for the remainder of 2008, the effective rate would be equal to the statutory rate for the six months ended June 30, 2008. The calculated PHC tax provision at June 30, 2008 after taking credits into account, as discussed above, is approximately $400,000.
Determining the PHC tax liability requires computing the Companys undistributed PHC income for the year and taxing such PHC income at the statutory rate of 15% (or during interim periods using the estimated annual effective PHC income tax rate). Undistributed PHC income is the Companys current year taxable income, exclusive of the net operating loss carry forward deduction which is permitted for regular tax purposes and adjusted for certain allowable deductions.
The most significant of these deductions is long-term capital gains, which the Company did not have during the six months ended June 30, 2008. During the six months ending June 30, 2008, the Company had short-term capital gains totaling approximately $10,692,000. Short term capital gains are not a deduction for PHC tax purposes, which has given rise to the Companys estimated undistributed PHC income.
(10) DEFERRED INCOME TAXES
Deferred income taxes result from differences in the recognition of gains and losses on marketable securities, as well as operating loss carry forwards, for tax and financial statement purposes. The deferred income tax results in a liability for the marketable securities, while the operating loss carry forwards result in a deferred tax asset.
The deferred tax liability that results from the marketable securities does not flow through the Statement of Operations due to the classification of the marketable securities as available-for-sale. Instead, any increase or decrease in the deferred tax liability is recorded as an adjustment to Accumulated Other Comprehensive Income which is in the Stockholders Equity section of the Balance Sheet.
At June 30, 2008 the Company has approximately $9.7 million in net operating loss available as a carry forward. These losses will expire between the years ending December 31, 2015 and 2026 and give rise to deferred tax assets. However, a valuation allowance has been recorded for the entire deferred tax asset as a result of uncertainties regarding the realization of the asset due to the history of losses and the variability of operating results.
While the Company has a deferred tax liability on unrealized portfolio gains, at present it is not managements intention to liquidate its holdings in order to utilize these loss carryovers. Some holdings may be periodically liquidated on an involuntary basis when the Company receives a cash only offer as the result of a merger. If there is an option to receive stock instead of cash, the Company will usually elect to receive stock.
The deferred tax computations at June 30, 2008 and December 31, 2007, computed at federal statutory rates of 35%, are as follows:
|
|
|
|
|
|
|
|
|
|
2008 |
|
2007 |
|
||
|
|
|
|
|
|
||
|
|
|
|
|
|
|
|
Deferred tax assets: |
|
|
|
|
|
|
|
Net operating loss carry forwards |
|
$ |
3,399,311 |
|
$ |
3,410,396 |
|
Valuation allowance |
|
|
(3,399,311 |
) |
|
(3,410,396 |
) |
|
|
|
|
|
|
|
|
Total deferred tax assets |
|
$ |
0 |
|
$ |
0 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Deferred tax liabilities |
|
$ |
13,904,206 |
|
$ |
15,726,213 |
|
|
|
|
|
|
|
|
|
F-18
DAXOR CORPORATION AND SUBSIDIARY
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
June 30, 2008 and 2007 (Continued)
(Unaudited)
As a result of the implementation of FIN 48, we recognized no material adjustment to unrecognized tax benefits. At June 30, 2008 and December 31, 2007, we had $3,399,311 and $3,410,396 respectively of unrecognized tax benefits, all of which would affect our effective tax rate if recognized.
A valuation allowance has been established equal to the full amount of the deferred tax assets as the Company is not assured at June 30, 2008 and December 31,2007 that it is more likely than not that these tax benefits will be realized. The valuation allowance is evaluated considering positive and negative evidence about whether the deferred tax assets will be realized. At that time of evaluation, the allowance is either increased or reduced; reduction could result in the complete elimination of the allowance if positive evidence indicates that the value of the deferred tax assets is no longer impaired and the allowance is no longer required. The decrease in the valuation allowance of $11,085 was due to the decrease in the net operating loss of Daxor Corporation and subsidiary.
(11) CERTAIN CONCENTRATIONS AND CONTINGENCIES
Financial instruments which potentially subject the Company to concentrations of credit risk consist primarily of the common stock of marketable electric utilities. At June 30, 2008, stocks representing 99.10% of the market value of common stocks held by the Company were listed on either the New York Stock Exchange (NYSE) or the American Stock Exchange (AMEX). The Company maintains its investments in six different brokerage accounts, four at UBS, one at Merrill Lynch and one at JP Morgan Chase. The limits of the insurance which offered by the Securities Investor Protection Corporation (SIPC) is up to $100,000 for the total amount of cash on deposit and up to $500,000 for the total amount of securities held at Merrill Lynch and JP Morgan Chase. UBS provides supplemental insurance up to the face value of the securities in excess of the SIPC limit of $500,000.
Each of these brokerage houses is well known in the industry and management does not believe that these securities bear any risk of loss over and above the basic risk that a security bears through the normal activity of the securities markets. However, as at June 30, 2008 the fair market value of securities in excess of the SIPC insured limit is $27,835,462 and the cash on deposit in excess of the insured limit is $5,794,986.
For the six months ended June 30, 2008, the sales of Blood Volume Kits accounted for 55.37% of the Companys total consolidated sales. There were three customers (hospitals) that accounted for 49.15% of the Companys sales of Blood Volume Kits. Management believes that the loss of any one customer would have an adverse effect on the Companys consolidated business for a short period of time. All three of these hospitals have purchased their BVA-100 equipment. The Company has not had any situations in which a hospital, after having purchased a blood volume analyzer, discontinued purchasing Volumex kits. This suggests that, when more hospitals purchase equipment, they will continue with ongoing purchase of Volumex kits. The Company continues to seek new customers, so that any one hospital will represent a smaller percentage of overall sales.
As disclosed previously, the Centers for Medicare and Medicaid Services (CMS) implemented a significant policy change affecting the reimbursement for all diagnostic radiopharmaceutical products and contrast agents which was effective as of January 1, 2008. Diagnostic radiopharmaceuticals such as Daxors Volumex will not be separately reimbursable by Medicare for outpatient services. At this time, it is unclear if this policy change will also be implemented by private third party health insurance companies.
The Companys Volumex syringes are filled by an FDA approved radio pharmaceutical manufacturer. This manufacturer is the only one approved by the FDA in the United States to manufacture Volumex for interstate commerce. If this manufacturer were to cease filling the Volumex syringes for Daxor before the Company had a chance to make alternative arrangements, the effect on Daxors business could be material.
Since December 31, 2007, Daxor has not received any verbal or written communication from the staff of the Northeast Regional Office of the United States Securities and Exchange Commission regarding any unresolved issues. These unresolved issues were discussed in detail in the Forms 10-K for the years ended December 31, 2007 and 2006 as well as the 10-Qs for 2007.
(12) Related Party Transactions
The Company subleases a portion of its New York City office space to the President of the Company for five hours per week. This sublease agreement has no formal terms and is executed on a month to month basis.
F-19
DAXOR CORPORATION AND SUBSIDIARY
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
June 30, 2008 and 2007 (Continued)
(Unaudited)
The amount of rental income received from the President of the Company in the quarters ended June 30, 2008 and June 30, 2007 was $2,869 and $2,756.
The amount of rental income received from the President of the Company for the six months ended June 30, 2008 and June 30, 2007 was $5,739 and $5,511.
Jonathan Feldschuh is the co-inventor of the BVA-100 Blood Volume Analyzer and is the son of Dr. Joseph Feldschuh. He is expected to provide a limited amount of consultative help in the filing of the additional patents in 2008.
(13) Research and Development Costs
All research and development costs, as defined in SFAS No. 2 Accounting for Research and Development Costs, are expensed in the period they are incurred.
The total Research and development costs for the three months ended June 30, 2008 and June 30, 2007 were $662,133 and $658,539, respectively.
The total Research and development costs for the six months ended June 30, 2008 and June 30, 2007 were $1,269,684 and $1,262,770, respectively.
(14) Subsequent Events
The Board of Directors has voted to declare a dividend of $0.25 per quarter. The dividend will be paid to shareholders of record on July 28, 2008. The payment date is August 27, 2008. The Company intends to maintain a policy of paying dividends on a quarterly basis if net income is available to maintain the dividend.
The Company expects that the distribution will be treated for Federal Income Tax purposes as a dividend. However, this determination cannot be made until shortly after December 31, 2008. It is possible, though not expected, that all or a portion of the distribution will be treated as a return of capital. This will be determined once results from operations are available for the year ending December 31, 2008.
If any portion of the distribution is classified as a dividend for Federal Income Tax Purposes, it will reduce the Companys undistributed personal holding company income which will in turn reduce the liability for personal holding company taxes.
(15) Recently Issued Accounting Pronouncements
In June 2006, The FASB issued Interpretation No. 48 Accounting for Uncertainty in Income Taxesan interpretation of FASB Statement No. 109 (FIN 48). This Interpretation clarifies the accounting for uncertainty in income taxes recognized in an enterprises financial statements in accordance with FASB Statement No. 109, Accounting for Income Taxes. FIN 48 prescribes a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. This Interpretation also provides guidance on derecognition, classification, interest and penalties, accounting in interim periods, disclosure, and transition. This Interpretation is effective for fiscal years beginning after December 15, 2006. Earlier application of the provisions of this Interpretation is encouraged if the enterprise has not yet issued financial statements, including interim financial statements, in the period this Interpretation is adopted. Management does not expect that the application of this standard will have any effect on the Companys results of operations or its financial condition.
In September 2006, the FASB issued SFAS No. 157, Fair Value Measurements (SFAS 157), to define fair value, establish a framework for measuring fair value in accordance with generally accepted accounting principles (GAAP) and expand disclosures about fair value measurements. SFAS 157 requires quantitative disclosures using a tabular format in all periods (interim and annual) and qualitative disclosures about the valuation techniques used to measure fair value in all annual periods. SFAS 157 will be effective for the Company beginning January 1, 2008. The Company is currently evaluating the impact of adopting SFAS 157.
F-20
DAXOR CORPORATION AND SUBSIDIARY
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
June 30, 2008 and 2007 (Continued)
(Unaudited)
In September 2006, the SEC staff issued Staff Accounting Bulletin (SAB) Topic 1M (SAB 108), Financial Statements - Considering the Effects of Prior Year Misstatements when Quantifying Misstatements in Current Year Financial Statements, which is effective for the 2007 year. SAB 108 provides guidance on how prior year misstatements should be taken into consideration when quantifying misstatements in current year financial statements for the purpose of determining whether the financial statements are materially misstated. Under this guidance, companies should take into account both the effect of a misstatement on the current year balance sheet as well as the impact upon the current year income statement in assessing the materiality of a current year misstatement. Once a current year misstatement has been quantified, the guidance in SAB Topic 1M, Financial Statements - Materiality, (SAB 99) should be applied to determine whether the misstatement is material. The implementation of SAB 108 did not have any impact on the Companys financial statements.
In February 2007, the FASB issued SFAS No. 159, The Fair Value Option for Financial Assets and Financial Liabilities (SFAS 159). SFAS 159 expands opportunities to use fair value measurements in financial reporting and permits entities to choose to measure many financial instruments and certain other items at fair value. SFAS 159 will be effective for the Company on January 1, 2008. The Company is currently evaluating the impact of adopting SFAS 159 on its financial statements.
In June 2007, the Emerging Issues Task Force (EITF) issued EITF 07-3, Accounting for Nonrefundable Advance Payments for Goods or Services to Be Used in Future Research and Development Activities, which provides guidance on the accounting for certain nonrefundable advance payments for goods or services that will be used or rendered for future research and development activities. This issue is effective prospectively for fiscal years beginning after December 15, 2007, or fiscal 2009 for the Company. We are still assessing the potential impact of adoption.
In December 2007, the FASB issued SFAS No. 160, Noncontrolling Interests in Consolidated Financial Statements an amendment of ARB No. 51 (SFAS 160). SFAS 160 requires that ownership interests in subsidiaries held by parties other than the parent, and the amount of consolidated net income, be clearly identified, labeled, and presented in the consolidated financial statements within equity, but separate from the parents equity. It also requires once a subsidiary is deconsolidated, any retained noncontrolling equity investment in the former subsidiary be initially measured at fair value. Sufficient disclosures are required to clearly identify and distinguish between the interests of the parent and the interests of the noncontrolling owners. SFAS 160 will be effective for the Company beginning January 1, 2009. The Company is currently evaluating the impact of the provisions of SFAS 160 on its financial position, results of operations and cash flows and does not believe the impact of the adoption will be material.
In December 2007, the Securities and Exchange Commission (SEC) issued Staff Accounting Bulletin No. 110 (SAB 110). SAB 110 amends and replaces Question 6 of Section D.2 of Topic 14, Share-Based Payment of the Staff Accounting Bulletin series. Question 6 of Section D.2 of Topic 14 expresses the views of the staff regarding the use of the simplified method in developing an estimate of expected term of plain vanilla share options and allows usage of the simplified method for share option grants prior to December 31, 2007. SAB 110 allows public companies which do not have historically sufficient experience to provide a reasonable estimate to continue use of the simplified method for estimating the expected term of plain vanilla share option grants after December 31, 2007. We currently use the simplified method to estimate the expected term for share option grants as we do not have enough historical experience to provide a reasonable estimate. We will continue to use the simplified method until we have enough historical experience to provide a reasonable estimate of expected term in accordance with SAB 110. SAB 110 is effective for the Company on January 1, 2008.
In December 2007, the FASB issued SFAS No. 141(R), Business Combinations (revised 2007). SFAS No. 141(R) applies the acquisition method of accounting for business combinations established in SFAS No. 141 to all acquisitions where the acquirer gains a controlling interest, regardless of whether consideration was exchanged. Consistent with SFAS No. 141, SFAS No. 141(R) requires the acquirer to fair value the assets and liabilities of the acquiree and record goodwill on bargain purchases, with main difference the application to all acquisitions where control is achieved. SFAS No. 141(R) is effective for financial statements issued for fiscal years beginning after December 15, 2008 and will be adopted by the Company in the first quarter of fiscal year 2009. The Company does not expect that the adoption of SFAS No. 141(R) will have a material impact on our financial condition or results of operation.
F-21
DAXOR CORPORATION AND SUBSIDIARY
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
June 30, 2008 and 2007 (Continued)
(Unaudited)
In March 2008, the FASB issued SFAS No. 161, Disclosures about Derivative Instruments and Hedging Activitiesan amendment of FASB Statement No. 133. The use and complexity of derivative instruments and hedging activities have increased significantly over the past several years. Constituents have expressed concerns that the existing disclosure requirements in FASB Statement No. 133, Accounting for Derivative Instruments and Hedging Activities, do not provide adequate information about how derivative and hedging activities affect an entitys financial position, financial performance, and cash flows. Accordingly, this Statement requires enhanced disclosures about an entitys derivative and hedging activities and thereby improves the transparency of financial reporting. This Statement is effective for financial statements issued for fiscal years and interim periods beginning after November 15, 2008, with early application encouraged. This Statement encourages, but does not require, comparative disclosures for earlier periods at initial adoption. The Company is currently evaluating the impact of the provisions of SFAS No. 161 on its financial position, results of operations and cash flows and does not believe the impact of the adoption will be material.
F-22
ITEM 2. MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
RECENT DEVELOPMENTS
The Centers for Medicare and Medicaid Services (CMS) implemented a significant policy change affecting the reimbursement for all diagnostic radiopharmaceutical products and contrast agents which became effective as of January 1, 2008. Diagnostic radiopharmaceuticals such as Daxors Volumex will not be separately reimbursable by Medicare for outpatient services. At this time, it is unclear if this policy change will also be implemented by private third party health insurance companies or non-hospital providers.
The previous reimbursement for hospital outpatients includes payment for both the cost of the procedure to perform a blood volume analysis (BVA) and the radiopharmaceutical (Daxors Volumex radiopharmaceutical). CMSs new policy became effective as of January 1, 2008 and will only include the reimbursement for the procedure and would require the hospital to absorb the cost of the radiopharmaceutical. There will be an upward adjustment for the procedure code to include some of the costs of the radiopharmaceutical. However, this upward adjustment may not entirely cover the costs associated with the procedure and the radiopharmaceutical.
Many medical societies and major manufacturers of radiopharmaceuticals and contrast agents are currently engaged in an aggressive attempt to reverse this ruling. The Company has had similar issues in the past that have negatively impaired revenue from operations. This particular issue may have a similar impact. However, at the present time, the Company is unable to quantify what the effect of this ruling will be on revenue from operations for the year ending December 31, 2008.
The Company had its Annual Meeting of Shareholders on June 25, 2008. As part of the normal business conducted at the meeting, the Company had an Election of the Board of Directors. Robert Moussa and Stephen Valentine who were Directors of the Corporation did not stand for re-election.
At the annual meeting, the shareholders of the Corporation re-elected Dr. Joseph Feldschuh, Chief Executive Officer and President of Daxor and Robert Willens, Martin Wolpoff, James Lombard as directors of Daxor. The shareholders elected Bernhard Saxe, Dr. Stanley Epstein and Mario Biaggi, Jr. as new directors of Daxor. None of the three new directors are employees of Daxor.
RESULTS OF OPERATIONS
Three months ended June 30, 2008 as compared with three months ended June 30, 2007:
Operating Revenues and Expenses
For the three months ended June 30, 2008, consolidated operating revenues increased to $556,587 from $545,318 for the same period in 2007, an increase of $11,269 or 2.07%. This was mainly the result of increased kit sales of $25,962 for the three months ended June 30, 2008 versus the same period in 2007.
For the three months ended June 30, 2008, revenue from Blood volume kit sales increased by $25,962 or 11.76% to $246,820 from $220,858 for the same period in 2007. This can mainly be attributed to an increase in the number of kits sold from 705 in 2007 to 772 during the current period for an increase of 9.50%. A major reason for the increase in the number of kits sold is that there were 56 Blood Volume Analyzers placed at June 30, 2008 versus 50 at June 30, 2007. For the three months ended June 30, 2008, the Company provided 156 Volumex doses free of charge to facilities utilizing the BVA-100 for research versus 111 during the same period in 2007. Effective February 1, 2007, the Company raised prices by approximately 5% on Blood Volume Kits.
-3-
The following table provides gross margin information on Equipment Sales & Related Services for the three months ended June 30, 2008 and 2007:
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Equipment Sales And Related Serivces |
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Kit Sales Three Months Ended |
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Equipment Sales and Other |
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Total Three Months Ended |
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Total Three
Months
Ended |
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||||
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|
|
|
||||
Revenue |
|
$ |
246,820 |
|
$ |
221,178 |
|
$ |
467,998 |
|
$ |
438,458 |
|
Cost of Goods Sold |
|
|
120,100 |
|
|
44,076 |
|
|
164,176 |
|
|
133,700 |
|
Gross Profit |
|
$ |
126,720 |
|
$ |
177,102 |
|
$ |
303,822 |
|
$ |
304,758 |
|
Gross Profit Percentage |
|
|
51.34 |
% |
|
80.07 |
% |
|
64.92 |
% |
|
69.51 |
% |
There were three Blood Volume Analyzers sold during the quarter ended June 30, 2008 for a total of $195,000 versus three during the quarter ended June 30, 2007 for a total of $195,000. The additional revenue of $26,178 for Equipment Sales and Other during the current quarter consists almost entirely of shipping charges and service contract revenue.
Total S G & A (selling, general and administrative) and R&D (Research and Development) costs for Equipment Sales and Related Services were $1,418,920 for the three months ended June 30, 2008 versus $ 1,445,138 for the same period in 2007, for a decrease of $26,218 or 1.81%. The main reason for this was decreased payroll and related costs of $48,047 for the three months ended June 30, 2008 as compared to the same period in 2007.
Research & Development expenses for Equipment Sales and Related Services were $614,979 for the three months ended June 30, 2008 vs. $611,554 for the same period in 2007 which is an increase of $3,425 or 0.56%. Daxor is committed to making Blood Volume Analysis a standard of care in at least three different disease states. In order to achieve this goal, we are continuing to spend time and money in research and development to get the best product to the market. We are still working on the following three projects: 1) GFR: Glomerular Filtration Rate, 2) Total Body Albumin Analysis, and 3) Wipes tests for radiation contamination/detection. We are also progressing on the next version of the delivery device for the radioactive dose Volumex. The current version is the Max-100 which has a patent. The next version, the Max-200 will be without a needle and should afford the company extended protection with a second patent when it is completed.
Operating revenues for the cryobanking segment, which includes both blood banking and semen banking, decreased to $88,589 in 2008 from $106,860 in 2007, for a decrease of $18,271 or 17.10%. The main reason for this was a decrease in Semen Bank Storage fees and related items of $12,746 for the three months ended June 30, 2008 as compared to 2007.
Total S G & A (selling, general and administrative) and R&D (Research and Development) costs for the Cryobanking and related services segment were $187,416 for the three months ended June 30, 2008 vs. $189,416 for the same period in 2007, for a decrease of $2,000 or 1.05%.
Consolidated Operating Expenses
The total consolidated operating expenses including cost of sales for the second quarter of 2008 were $1,780,838 versus $1,779,579 in 2007 for an increase of $1,259.
-4-
INVESTMENT PORTFOLIO
Dividend Income
Dividend income earned on the Companys security portfolio for the three months ended June 30, 2008 was $551,719 versus $519,171 for the same period in 2007 for an increase of $32,548 or 6.27%.
Investment Gains
Gains on the sale of investments were $2,644,472 for the three months ended June 30, 2008 versus $1,814,522 for the same period in 2007 for an increase of $829,950 or 45.74%. For the current quarter, the Company had a loss from the marking to the market of short positions of stocks and put and call options of $ 33,259 versus a gain of $1,316,034 for the same period in 2007. Interest expense net of interest income was $6,948 for the three months ended June 30, 2008 versus $57,370 for the three months ended June 30, 2007 for a decrease of $50,422 or 87.89%. Administrative expenses relating to portfolio investments were $21,156 in 2008 versus $ 11,783 for the same period in 2007 for an increase of $9,373 or 79.55%. A detailed description of investment policies and historical records over the past 15 years was included in the recent 10-K filing for the year ended December 31, 2007.
LIQUIDITY AND CAPITAL RESOURCES
The Companys management has pursued a policy of maintaining sufficient liquidity and capital resources in order to assure continued availability of necessary funds for the viability and projected growth of all ongoing projects.
At June 30, 2008 the Company had total assets of $104,274,718 with stockholders equity of $59,016,283 as compared to total assets of $102,560,500 with stockholders equity of $54,915,885 at December 31, 2007. At June 30, 2008, the Company had a net unrealized gain on available for sale securities of $39,726,302 and a deferred tax liability of $13,904,206 for net unrealized capital gains on available-for-sale securities of $25,822,096. At December 31, 2007, the company had a net unrealized gain of $44,932,036 and a deferred tax liability of $15,726,213 for net unrealized capital gains on available-for-sale securities of $29,205,823. These amounts are included in the calculation of Total Stockholders Equity. At June 30 2008, the Companys available for sale securities had a fair market value of $77,773,675 with short-term loans payable of $792,758 and a receivable due from brokers of $6,894,986. The Company has current liabilities of $44,847,656 which includes the deferred tax liability of $13,904,206 and the short term loans payable of $792,758. The deferred tax liability would be due if the Company chose to sell its entire portfolio. The Companys investment portfolio has been a critical source of supplemental income to partially offset the continuing losses from operations. Without this income, the Company would have been in a precarious financial situation because of its operating losses over the past 15 years. The Companys portfolio has maintained a net value above historical cost for each of the past 94 consecutive quarters.
The Company currently has adequate resources for the current level of marketing and research and development expenses for the BVA-100 Blood Volume Analyzer as well as capital to sustain its localized semen and blood banking services. The Company may not, at the present time, have adequate resources to expand its marketing force to all areas of the country. The Company is simultaneously expanding its research and development efforts to develop additional instrumentation for renal function testing, specifically glomerular filtration testing. The Company recently explored the potential for raising additional capital but the terms would have been disadvantageous to existing shareholders. The current primary focus is on the BVA-100 Blood Volume Analyzer with respect to expenditure of resources. 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.
-5-
On July 14, 2008, The Board of Directors voted to declare a dividend of $0.25 per quarter. The dividend will be paid to shareholders of record on July 28, 2008. The dividend will be paid Wednesday, August 27, 2008. The Company last paid a dividend in 1996. It is the intention of the company to maintain a quarterly dividend policy if net profits are available to maintain the dividend.
The Company expects that the distribution will be treated, for Federal income tax purposes, as a dividend. However, this determination cannot be made until shortly after the close of the taxable year at which time the Companys earnings and profits for 2008 will be tabulated. It is possible, though not expected, depending on the results of operations for 2008, that all or a portion of the distribution will be classified as a return of capital. Any portion of the distribution that is properly classified as a dividend for such Federal income tax purposes will reduce the corporations undistributed personal holding company income and, hence, will diminish its potential liability for personal holding company taxes
RESULTS OF OPERATIONS
Six months ended June 30, 2008 as compared with six months ended June 30, 2007:
Operating Revenues and Expenses
For the six months ended June 30, 2008, consolidated operating revenues decreased to $977,500 from $1,051,200 for the same period in 2007, a decrease of $73,700 or 7.01%. This decrease was mainly the result of three Blood Volume Analyzers being sold during the first six months of 2008 for a total of $195,000 versus the sale of five Blood Volume Analyzers during the same period in 2007 for a total of $325,500.
For the six months ended June 30, 2008, revenue from Blood volume kit sales increased by $83,778 or 18.32% to $541,197 from $457,419 for the same period in 2007. This can mainly be attributed to an increase in the number of kits sold from 1,455 in 2007 to 1,634 during the current period for an increase of 12.30%. A major reason for the increase in the number of kits sold is that there were 56 Blood Volume Analyzers placed at June 30, 2008 versus 50 at June 30, 2007. For the six months ended June 30, 2008, the Company provided 267 Volumex doses free of charge to facilities utilizing the BVA-100 for research versus 198 during the same period in 2007. Effective February 1, 2007, the Company raised prices by approximately 5% on Blood Volume Kits.
The following table provides gross margin information on Equipment Sales & Related Services for the six months ended June 30, 2008 and 2007:
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|
|
Equipment Sales And Related Serivces |
|
Kit Sales Six Months Ended |
|
Equipment Sales and Other |
|
Total Six
Months
Ended |
|
Total Six
Months
Ended |
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||||
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|
|
|
|
|
|
|
||||
Revenue |
|
$ |
541,197 |
|
$ |
250,581 |
|
$ |
791,778 |
|
$ |
832,684 |
|
Cost of Goods Sold |
|
|
240,268 |
|
|
62,522 |
|
|
302,790 |
|
|
272,760 |
|
Gross Profit |
|
$ |
300,929 |
|
$ |
188,059 |
|
$ |
488,988 |
|
$ |
559,924 |
|
Gross Profit Percentage |
|
|
55.60 |
% |
|
75.05 |
% |
|
61.76 |
% |
|
67.24 |
% |
There were three Blood Volume Analyzers sold during the six months ended June 30, 2008 for a total of $195,000 versus five during the six months ended June 30, 2007 for a total of $325,500. The additional revenue of $55,581 for Equipment Sales and Other consists almost entirely of shipping charges and service contract revenue.
-6-
Total S G & A (selling, general and administrative) and R&D (Research and Development) costs for Equipment Sales and Related Services were $2,748,824 for the six months ended June 30, 2008 versus $ 2,748,108 for the same period in 2007.
Research & Development expenses for Equipment Sales and Related Services were $1,174,288 for the six months ended June 30, 2008 vs. $1,159,744 for the same period in 2007 which is an increase of $14,544 or 1.25%. Daxor is committed to making Blood Volume Analysis a standard of care in at least three different disease states. In order to achieve this goal, we are continuing to spend time and money in research and development to get the best product to the market. We are still working on the following three projects: 1) GFR: Glomerular Filtration Rate, 2) Total Body Albumin Analysis, and 3) Wipes tests for radiation contamination/detection. We are also progressing on the next version of the delivery device for the radioactive dose Volumex. The current version is the Max-100 which has a patent. The next version, the Max-200 will be without a needle and should afford the company extended protection with a second patent when it is completed.
Operating revenues for the cryobanking segment, which includes both blood banking and semen banking, decreased to $185,722 in 2008 from $218,516 in 2007, for a decrease of $32,794 or 15.00%. The main reason for this was a decrease in Semen Bank Storage fees and related items of $19,908 for the six months ended June 30, 2008 as compared to 2007.
Total S G & A (selling, general and administrative) and R&D (Research and Development) costs for the Cryobanking and related services segment were $395,212 for the six months ended June 30, 2008 vs. $446,660 for the same period in 2007, for a decrease of $51,448 or 13.02%. The main reason for this decrease was a $31,928 reduction in payroll and related expenses for the six months ended June 30, 2008 as compared to the same period in 2007.
Consolidated Operating Expenses
The total consolidated operating expenses including cost of sales for the six months ended June 30, 2008 were $3,470,552 versus $3,491,328 for the same period in 2007 for a decrease of $20,776 or 0.59%. This decrease in operating expenses is mostly due to a decrease in payroll and related expenses of $62,597 for the six months ended June 30, 2008 as compared to the same period in 2007.
INVESTMENT PORTFOLIO
Dividend Income
Dividend income earned on the Companys security portfolio for the six months ended June 30, 2008 was $1,182,501 versus $1,230,600 for the same period in 2007 for a decrease of $48,099 or 3.91%. The main reason for this decrease was the receipt of a onetime special dividend of $156,200 during the six months ended June 30, 2007 on a stock that is no longer included in the Companys available for sale securities.
Investment Gains
Gains on the sale of investments were $8,475,471 for the six months ended June 30, 2008 versus $3,440,952 for the same period in 2007 for an increase of $5,034,519 or 146.31%. For the current period, the Company had a gain from the marking to the market of short positions of stocks and put and call options of $2,142,782 versus a gain of $3,330,832 for the same period in 2007. Interest expense net of interest income was $27,779 for the six months ended June 30, 2008 versus $128,848 for the six months ended June 30, 2007 for a decrease of $101,069 or 78.44%. Administrative expenses relating to portfolio investments were $42,570 in 2008 versus $ 23,921 for the same period in 2007 for an increase of $18,649 or 77.96%. A detailed description of investment policies and historical records over the past 15 years was included in the recent 10-K filing for the year ended December 31, 2007.
-7-
CRITICAL ACCOUNTING POLICIES
The consolidated financial statements and accompanying footnotes included in this report have been prepared in accordance with accounting principles generally accepted in the United States with certain amounts based on managements best estimates and judgments. To determine appropriate carrying values of assets and liabilities that are not readily available from other sources, management uses assumptions based on historical results and other factors that they believe are reasonable. Actual results could differ from those estimates.
The Company adopted SFAS No. 123R - Share-Based Payments, effective January 1, 2006, utilizing the modified prospective method. Under the modified prospective method, compensation cost is recognized for all share-based payments granted after the effective date and for all unvested awards granted prior to the effective date. Prior to adoption, the Company accounted for share-based payments under the recognition and measurement principles of Accounting Principles Board Opinion No. 25 - Accounting for Stock Issued to Employees, and related interpretations.
The Company recognized $20,508 and $9,185, respectively in total stock-based compensation expense during the three months ended June 30, 2008 and June 30, 2007.
The Company recognized $38,363 and $13,703, respectively in total stock-based compensation expense during the six months ended June 30, 2008 and June 30, 2007.
Total unvested stock-based compensation expense was $31,627 at June 30, 2008 and had a total weighted average remaining term of 0.53 years. See Footnote #1 for more information on stock-based compensation.
The following is a summary of the accounting policies that the Company has deemed critical for reporting purposes in Form 10-Q at June 30, 2008. However, a comprehensive discussion of the Companys critical accounting policies and management estimates is included in Managements Discussion and Analysis of Financial Condition and Results of Operations in the Companys Annual Report on Form 10-K for the year ended December 31, 2007. There have been no significant changes in critical accounting policies or management estimates since the year ended December 31, 2007.
Available-for-Sale Securities
Available-for-sale securities represent investments in debt and equity securities (primarily common and preferred stock of utility companies) that management has determined meet the definition of available-for-sale securities under SFAS No. 115 - Accounting for Certain Investments in Debt and Equity Securities. Accordingly, these investments are stated at fair market value and all unrealized holding gains or losses are recorded in the Stockholders Equity section as Accumulated Other Comprehensive Income (Loss). Conversely, all realized gains, losses and earnings are recorded in the Statement of Operations under Other Income (Expense).
The company will also periodically engage in short selling of common stock. When this occurs, the short position is marked to the market and this adjustment is recorded in the Statement of Operations. Any gain or loss is recorded in the period presented.
Historical cost is used by the Company to determine all gains and losses, and fair market value is obtained by readily available market quotes on all securities.
The Companys investment goals, strategies and policies are as follows:
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1. |
The Companys investment goals are capital preservation and maintaining returns on capital with a high degree of safety. |
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2. |
The Company maintains a diversified securities portfolio comprised primarily of electric utility common and preferred stocks. The Company also sells covered calls on portions of its portfolio and also sells puts on stocks it is willing to own. It also sells uncovered calls and may have net short positions in common stock up to 15% of the value of the portfolio. The Companys net short position may temporarily rise to 15% of the Companys portfolio without any specific action because of changes in valuation, but should not exceed this amount. The Companys investment policy is to maintain a minimum of 85% of its portfolio in electric utilities. Investments in utilities are primarily in electric companies. Investments in non-utility stocks will not exceed 15% of the portfolio. |
-8-
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3. |
Investment in speculative issues, including short sales, maximum of 15%. |
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4. |
Limited use of options to increase yearly investment income. |
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a. |
The use of Call Options. Covered options can be sold up to a maximum of 20% of the value of the portfolio. This provides extra income in addition to dividends received from the companys investments. The risk of this strategy is that investments may be called away, which the company may have preferred to retain. Therefore, a limitation of 20% is placed on the amount of stock on which options can be written. The amount of the portfolio on which options are actually written is usually between 3-10% of the portfolio. The historical turnover of the portfolio is such that the average holding period is in excess of 5 years for available for sale securities. |
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b. |
The use of Put options. Put options are written on stocks which the company is willing to purchase. While the company does not have a high rate of turnover in its portfolio, there is some turnover; for example, due to preferred stocks being called back by the issuing company, or stocks being called away because call options have been written. If the stock does not go below the put exercise price, the company records the proceeds from the sale as income. If the put is exercised, the cost basis is reduced by the proceeds received from the sale of the put option. There may be occasions where the cost basis of the stock is lower than the market price at the time the option is exercised. |
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c. |
Speculative Short Sales/Short Options. The company normally limits its speculative transactions to no more than 15% of the value of the portfolio. The company may sell uncovered calls on certain stocks. If the stock price does not rise to the price of the call, the option is not exercised and the company records the proceeds from the sale of the call as income. If the call is exercised, the company will have a short position in the related stock. The company then has the choice of covering the short position, or selling a put against it. If the put is exercised, then the short position is covered. The companys current accounting policy is to mark to the market at the end of each quarter any short positions, and include it in the income statement. While the company may have so-called speculative positions equal to 15% of its accounts, in actual practice the net short stock positions usually account for less than 10% of the assets of the company. |
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5. |
In the event of a merger, the Company will elect to receive shares in the new company. In the event of a cash only offer, the Company will receive cash and be forced to sell it stock. |
The income derived from these investments has been essential to help offset the research, operating and marketing expenses of developing the Blood Volume Analyzer. The Company has followed a conservative policy of assuring adequate liquidity so that it can expand its marketing and research and development without the sudden necessity of raising additional capital. The securities in the Companys portfolio are selected to provide stability of both income and capital. The Company has been able to achieve financial stability because of these returns, which have covered a significant portion of the Companys continuing losses from operations. The Companys investment policy is reviewed at least once yearly by the Board of Directors and the Audit Committee. Individual investment decisions are made solely by Dr. Joseph Feldschuh, CEO, who devotes approximately 8 to 10 hours per week to this activity. He is assisted by a single part-time employee. No other member of the Company is involved in individual investment decisions.
Revenue Recognition
The Company recognizes operational revenues from several sources. The first source is the outright sale of equipment, the Blood Volume Analyzer, to customers. The second source is the sale and associated shipping revenues of single-use radioactive doses (Volumex) that are injected into the patient and measured by the Blood Volume Analyzer. The third source of revenue is service contracts on the Blood Volume Analyzer, after it has been sold to a customer. The fourth source of revenue is the storage fees associated with cryobanked blood and semen specimens. The fifth is lab revenues from laboratory services, and the sixth is revenue from semen sales.
-9-
The Company currently offers three different methods of purchasing the Blood Volume Analyzer equipment. A customer may purchase the equipment directly, lease the equipment, or rent the equipment on a month-to-month basis. The revenues generated by a direct sale or a monthly rental are recognized as revenue in the period in which the sale or rental occurred. If a customer is to select the lease option, the Company refers its customer to a third party finance company with which it has established a relationship, and if the lease is approved, the Company receives 100% of the sales proceeds from the finance company and recognizes 100% of the revenue. The finance company then deals directly with the customer with regard to lease payments and related collections.
The sales of the single-use radioactive doses (Volumex) that are used in conjunction with the Blood Volume Analyzer are recognized as revenue in the period in which the sale occurred.
When Blood Volume Analyzer equipment has been sold to a customer, the Company offers a one year warranty on the product, which covers all mechanical failures. This one year warranty is effective on the date of sale of the equipment. After the one year period expires, customers may purchase a service contract through the Company, which is usually offered in one-year, three year or five year increments. These service contracts are billed quarterly and therefore the revenue is earned in the quarter invoiced.
The storage fees associated with the cryobanked blood and semen samples are recognized as income in the period for which the fee applies. Although the Company historically offered annual storage fee contracts, effective October 1, 2005, the Company only offers storage term contracts of three months or less.
Comprehensive Income (Loss)
The Company reports components of comprehensive income under the requirements of SFAS No. 130 - Reporting Comprehensive Income. This statement establishes rules for the reporting of comprehensive income and requires certain transactions to be presented as separate components of stockholders equity. The Company currently reports the unrealized holding gains and losses on available-for-sale securities, net of deferred taxes, as accumulated other comprehensive income (loss).
Product Warrantees and Related Liabilities
The Company offers a one year warranty on the Blood Volume Analyzer equipment. This warranty is effective on the date of sale and covers all mechanical failures of the equipment. All major components of the equipment are purchased and warranted by the original third party manufacturers.
Once the initial one year warranty period has expired, customers may purchase annual service contracts for the equipment. These service contracts warranty the mechanical failures of the equipment that are not associated with normal wear-and-tear of the components.
To date, the Company has not experienced any major mechanical failures on any equipment sold. In addition, the majority of the potential liability would revert to the original manufacturer. Due to this favorable history, a liability has not been recorded with respect to product warranty liability.
Income Taxes
The Company accounts for income taxes under the provisions of SFAS No. 109 - Accounting for Income Taxes. This pronouncement requires recognition of deferred tax assets and liabilities for the estimated future tax consequences of events attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and operating loss and tax credit carry forwards. Deferred tax assets and liabilities are measured using enacted tax rates in effect for the year in which the differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of changes in tax rates is recognized in the statement of operations in the period in which the enactment rate changes. Deferred tax assets and liabilities are reduced through the establishment of a valuation allowance at such time as, based on available evidence, it is more likely than not that the deferred tax assets will not be realized.
-10-
Item 3. Quantitative and Qualitative Disclosures About Market Risk
The Securities and Exchange Commissions rule related to market risk disclosure requires that we describe and quantify our potential losses from market risk sensitive instruments attributable to reasonably possible market changes. Market risk sensitive instruments include all financial or commodity instruments and other financial instruments that are sensitive to future changes in interest rates, currency exchange rates, commodity prices or other market factors.
We are not exposed to market risks from changes in foreign currency rates. The company maintains an investment portfolio primarily consisting of electric utility companies which are publicly traded common and preferred stock. These are categorized as available-for-sale securities.
In addition to receiving income from dividends, the company also has an investment policy of selling puts on stocks that it is willing to own. Such options usually have a maturity of less than 1 year. The company will also sell covered calls on securities within its investment portfolio. Covered calls involve stocks, which usually do not exceed 15% of the value of the companys portfolio and have never exceeded 15% of the companys portfolio value.
The company will, at times, sell naked or uncovered calls, as well as, engage in short sales as part of a strategy to mitigate risk. Such short sales are usually less than 15% of the companys portfolio value.
Puts, calls and short sales, collectively referred to as short positions, are all marked to market for each reporting period and any gain or loss is recognized through the Statement of Operations and labeled as Mark to market of short positions.
The companys investment strategy is reviewed at least once a year, and more frequently as needed, at board meetings. The companys investing policy permits investment in non-electric utilities for up to 15% of the corporate portfolio value.
At June 30, 2008, unrealized gains were $45,426,056 and unrealized losses were ($5,699,754) on available for sale securities for a ratio of 8 to 1.
Certain utility preferred stocks have call provisions which may enable them to be called away from the company. The call price, in all instances, is higher than the companys cost for the stock. The yields on such preferred stocks may be significantly higher than current available yields. Such stocks, therefore, could not be replaced with similar yields. At June 30, 2008, 3.18% of the market value of the companys available for sale securities is made up of preferred stock.
At June 30, 2008, 96.78% of the market value of the companys available for sale securities is made up of common stock. There is a risk that any of these stocks could be sold as the result of an involuntary tender offer and that the security could not be replaced with an investment offering a similar yield.
The companys portfolio value is exposed to fluctuations in the general value of electric utilities. An increase of interest rates could affect the company in two ways; one would be to put downward pressure on the valuation of utility stocks as well as increase the companys cost of borrowing.
Because of the size of the unrealized gains in the companys portfolio, the company does not anticipate any changes which could reduce the value of the companys utility portfolio below historical cost. Electric utilities operate in an environment of federal, state and local regulations, and they may disproportionately affect an individual utility. The companys exposure to regulatory risk is mitigated due to the diversity of holdings consisting of 77 separate common and preferred stocks. As of June 30, 2008 there were three holdings of common stock which comprised 47.54% of the total market value of the available for sale investments.
-11-
DAXOR CORPORATION
SUMMARY OF INVESTMENTS
AS AT JUNE 30, 2008
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COST |
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FAIR MARKET VALUE |
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TOTAL NET UNREALIZED GAIN (LOSS) |
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|
|
|
|
|
|
|||
TOTAL COMMON STOCK |
|
$ |
35,485,703 |
|
$ |
75,273,027 |
|
$ |
39,787,324 |
|
TOTAL PREFERRED STOCK |
|
|
2,495,900 |
|
|
2,475,728 |
|
|
(20,172 |
) |
|
|
|
|
|
|
|
|
|
|
|
TOTAL EQUITIES |
|
|
37,981,603 |
|
|
77,748,755 |
|
|
39,767,152 |
|
|
|
|
|
|
|
|
|
|
|
|
TOTAL BONDS |
|
|
65,770 |
|
|
24,920 |
|
|
(40,850 |
) |
|
|
|
|
|
|
|
|
|
|
|
TOTAL PORTFOLIO |
|
$ |
38,047,373 |
|
$ |
77,773,675 |
|
$ |
39,726,302 |
|
|
|
|
|
|
|
|
|
|
|
|
DAXOR CORPORATION
SUMMARY OF INVESTMENTS
AS AT JUNE 30, 2007
|
|
|
|
|
|
|
|
|
|
|
|
|
COST |
|
FAIR MARKET VALUE |
|
TOTAL NET UNREALIZED GAIN (LOSS) |
|
|||
|
|
|
|
|
|
|
|
|||
TOTAL COMMON STOCK |
|
$ |
22,743,226 |
|
$ |
68,468,911 |
|
$ |
45,725,685 |
|
TOTAL PREFERRED STOCK |
|
|
832,418 |
|
|
1,158,250 |
|
|
325,832 |
|
|
|
|
|
|
|
|
|
|
|
|
TOTAL EQUITIES |
|
|
23,575,644 |
|
|
69,627,161 |
|
|
46,051,517 |
|
|
|
|
|
|
|
|
|
|
|
|
TOTAL BONDS |
|
|
184,646 |
|
|
385,920 |
|
|
201,274 |
|
|
|
|
|
|
|
|
|
|
|
|
TOTAL PORTFOLIO |
|
$ |
23,760,290 |
|
$ |
70,013,081 |
|
$ |
46,252,791 |
|
|
|
|
|
|
|
|
|
|
|
|
Summary of Proceeds Received
and Market Valuation at 06/30/08
Put and Call Options
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Proceeds |
|
Sale of |
|
Expirations and |
|
Proceeds |
|
Market |
|
Unrealized |
||||||
|
|
|
|
|
|
|
|
|
|
|
||||||
$ |
7,645,833 |
|
$ |
13,119,694 |
|
$ |
12,116,699 |
|
$ |
8,648,828 |
|
$ |
6,295,900 |
|
$ |
2,352,928 |
-12-
Summary of Proceeds Received
and Market Valuation at 06/30/07
Put and Call Options
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Proceeds |
|
Sale of |
|
Expirations and |
|
Proceeds |
|
Market |
|
Unrealized |
||||||
|
|
|
|
|
|
|
|
|
|
|
||||||
$ |
2,846,667 |
|
$ |
6,874,390 |
|
$ |
4,669,592 |
|
$ |
5,053,465 |
|
$ |
1,753,485 |
|
$ |
3,299,980 |
Item 4. Controls and Procedures
As of June 30, 2008, the Company carried out an evaluation, under the supervision and with the participation of the Companys management, including the Companys Chief Executive Officer, Chief Financial Officer and Treasurer, of the effectiveness of the design and operation of the Companys disclosure controls and procedures pursuant to Rule 13a-14 under the Securities and Exchange of 1934, as amended.
The Companys management and board of directors are fully committed to the review and evaluation of the procedures and policies designed to assure effective internal control over financial reporting.
None.
There have been no material changes from the risk factors disclosed in the Companys Annual Report on Form 10-K for the fiscal year ended December 31, 2007 as filed with the Securities and Exchange Commission on March 31, 2008. A change in Medicare and Medicaid reimbursement rates was effective as of January 1, 2008 and at this time the Company is unable to quantify the effect this change will have on operating revenue. This change is discussed in greater detail in the Recent Developments section of this 10-Q.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
None.
Item 3. Defaults upon Senior Securities
None.
Item 4. Submission of Matters to a Vote of Security Holders
None.
None.
-13-
Item 6. 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 |
(c) There were no reports on Form 8-k filed.
-14-
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d)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: July 31, 2008 |
|
By: |
|
/s/ JOSEPH FELDSCHUH, M.D. |
|
|
|
|
|
|
|
|
|
JOSEPH FELDSCHUH, M.D., |
|
|
|
|
President and Chief Executive Officer |
|
|
|
|
|
DATE: July 31, 2008 |
|
By: |
|
/s/ DAVID FRANKEL |
|
|
|
|
|
|
|
|
|
DAVID FRANKEL |
|
|
|
|
Chief Financial Officer |
-15-