DAXOR CORP - Quarter Report: 2009 March (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 March 31, 2009
Commission File Number 0-12248
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DAXOR CORPORATION |
(Exact Name as Specified in its Charter) |
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New York |
13-2682108 |
(State or Other Jurisdiction of |
(I.R.S. Employer |
Incorporation or Organization) |
Identification No.) |
350 Fifth Ave
Suite 7120
New York, New York 10118
(Address of Principal
Executive Offices & Zip Code)
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Registrants Telephone Number: |
(212) 244-0555 |
(Including Area Code) |
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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 has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).
Yes o 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 o |
Accelerated Filer o |
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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4,276,518 OUTSTANDING AT April 30, 2009 |
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COMMON STOCK |
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PAR VALUE: $.01 per share |
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DAXOR CORPORATION AND SUBSIDIARY
TABLE OF CONTENTS
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PART I. |
FINANCIAL INFORMATION |
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Item 1. |
FINANCIAL STATEMENTS |
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Index to Financial Statements |
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1 |
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2 |
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3 |
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Notes to Condensed Consolidated Financial Statements (Unaudited) |
4-13 |
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Managements Discussion and Analysis of Financial Condition and Results of Operations |
14-18 |
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18-19 |
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20 |
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20 |
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20 |
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20 |
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20 |
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20 |
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20 |
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21 |
-i-
DAXOR CORPORATION AND SUBSIDIARY`
CONDENSED CONSOLIDATED BALANCE SHEETS
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UNAUDITED |
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AUDITED |
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ASSETS |
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CURRENT ASSETS |
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Cash and cash equivalents |
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$ |
37,612 |
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$ |
2,545,040 |
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Receivable from broker (held in money market accounts) |
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140,063 |
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2,829,979 |
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Available-for-sale securities, at fair value |
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58,032,356 |
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68,339,143 |
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Securities sold, not received, at fair value |
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74,881 |
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Accounts receivable, net of allowance for doubtful accounts of $88,645 in 2009 and $88,645 in 2008 |
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214,122 |
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205,568 |
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Inventory |
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451,459 |
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426,826 |
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Prepaid expenses and other current assets |
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153,397 |
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131,912 |
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Total Current Assets |
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59,103,890 |
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74,478,468 |
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Property and equipment, net |
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3,222,707 |
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2,308,555 |
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Other assets |
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37,158 |
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37,158 |
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Total Assets |
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$ |
62,363,755 |
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$ |
76,824,181 |
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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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$ |
544,149 |
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$ |
604,420 |
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Loans payable |
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18,321,817 |
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13,052,162 |
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Income taxes payable |
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2,261,458 |
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2,643,958 |
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Mortgage payable, current portion |
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41,055 |
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40,306 |
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Put and call options, at fair value |
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8,075,442 |
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8,424,359 |
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Securities borrowed, at fair value |
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117,858 |
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107,871 |
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Deferred revenue |
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23,846 |
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33,349 |
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Deferred income taxes |
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572,637 |
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8,066,823 |
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Total Current Liabilities |
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29,958,262 |
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32,973,248 |
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LONG TERM LIABILITIES |
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Mortgage payable, less current portion |
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379,641 |
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390,292 |
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Total Liabilities |
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30,337,903 |
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33,363,540 |
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STOCKHOLDERS EQUITY |
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Common stock, $.01 par value, Authorized - 10,000,000 shares Issued 5,316,550 shares Outstanding 4,285,518 and 4,289,118 shares at March 31, 2009 and December 31, 2008, respectively |
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53,165 |
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53,165 |
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Additional paid in capital |
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10,669,219 |
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10,660,547 |
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Accumulated other comprehensive income |
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1,613,634 |
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11,459,203 |
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Retained earnings |
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30,614,853 |
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32,158,138 |
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Treasury stock, at cost, 1,031,032 and 1,027,432 shares at March 31, 2009 and December 31, 2008, respectively |
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(10,925,019 |
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(10,870,412 |
) |
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Total Stockholders Equity |
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32,025,852 |
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43,460,641 |
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Total Liabilities and Stockholders Equity |
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$ |
62,363,755 |
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$ |
76,824,181 |
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See accompanying notes to unaudited condensed consolidated financial statements.
1
DAXOR CORPORATION AND SUBSIDIARY
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS [UNAUDITED]
FOR THE THREE MONTHS ENDED
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March 31, 2009 |
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March 31, 2008 |
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REVENUES: |
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Operating Revenues equipment sales and related services |
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$ |
344,963 |
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$ |
323,780 |
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Operating Revenues cryobanking and related services |
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89,074 |
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97,133 |
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Total Revenues |
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434,037 |
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420,913 |
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Cost of Sales: |
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Cost of equipment sales and related services |
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140,039 |
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138,614 |
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Cost of cryobanking and related services |
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12,429 |
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13,400 |
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Total Cost of Sales |
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152,468 |
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152,014 |
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Gross Profit |
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281,569 |
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268,899 |
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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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547,593 |
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559,309 |
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Research and development-cryobanking and related services |
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47,349 |
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48,242 |
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Total Research and Development Expenses |
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594,972 |
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607,551 |
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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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631,369 |
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770,595 |
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Selling, general, and administrative- cryobanking and related services |
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169,724 |
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159,554 |
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Total Selling, General & Administrative Expenses |
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801,093 |
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930,149 |
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Total Operating Expenses |
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1,396,065 |
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1,537,700 |
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Loss from Operations |
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(1,114,496 |
) |
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(1,268,801 |
) |
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Other Income (Expenses): |
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Dividend income-investment portfolio |
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987,097 |
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630,782 |
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Realized gains on sale of securities, net |
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5,070,441 |
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5,830,999 |
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Mark to market of short positions |
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(6,264,931 |
) |
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2,176,041 |
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Other revenues |
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2,963 |
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2,916 |
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Interest expense, net of interest income of $6,526 and $11,185 |
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(67,699 |
) |
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(29,515 |
) |
Administrative expense relating to portfolio investments |
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(31,886 |
) |
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(21,414 |
) |
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Total Other (Expenses) Income |
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(304,015 |
) |
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8,589,809 |
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(Loss) Income before Income Taxes |
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(1,418,511 |
) |
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7,321,008 |
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Income Tax Expense |
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124,774 |
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Net (Loss) Income |
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$ |
(1,543,285 |
) |
$ |
7,321,008 |
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Comprehensive (Loss) Income: |
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Net (Loss) Income |
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$ |
(1,543,285 |
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$ |
7,321,008 |
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Unrealized Loss on Securities Held for Sale, Net of Deferred Income Taxes |
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(9,845,569 |
) |
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(7,192,072 |
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Comprehensive (Loss) Income |
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$ |
(11,388,854 |
) |
$ |
128,936 |
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Weighted average number of shares outstanding basic and diluted |
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4,285,685 |
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4,421,518 |
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Net (loss) income per common equivalent share - basic and diluted |
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$ |
(0.36 |
) |
$ |
1.66 |
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2
DAXOR CORPORATION AND SUBSIDIARY
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS [UNAUDITED]
FOR THE THREE MONTHS ENDED
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March 31, 2009 |
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Mach 31, 2008 |
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CASH FLOWS FROM OPERATING ACTIVITIES: |
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Net (loss) income |
|
$ |
(1,543,285 |
) |
$ |
7,321,008 |
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Adjustment to reconcile net income to net cash used in operating activities: |
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Depreciation |
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73,573 |
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68,659 |
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Non-cash compensation expense associated with employee stock compensation plans |
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|
8,672 |
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17,855 |
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Deferred income taxes |
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(2,192,726 |
) |
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Realized gains on sale of investments |
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(5,070,441 |
) |
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(5,830,999 |
) |
Mark to market on short positions |
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6,264,931 |
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(2,176,041 |
) |
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Change in operating assets and liabilities: |
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Increase in accounts receivable |
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(8,554 |
) |
|
(15,366 |
) |
(Increase) decrease in prepaid expenses & other current assets |
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(21,485 |
) |
|
26,898 |
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Increase in inventory |
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(24,633 |
) |
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(154,376 |
) |
Decrease in accounts payable and accrued liabilities |
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(60,271 |
) |
|
(186,540 |
) |
Decrease in income taxes payable |
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(382,500 |
) |
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(1,295,668 |
) |
Decrease in deferred revenue |
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(9,503 |
) |
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(2,986 |
) |
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Net cash used in operating activities |
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(2,966,222 |
) |
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(2,227,556 |
) |
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CASH FLOWS FROM INVESTING ACTIVITIES: |
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Purchase of property and equipment |
|
|
(987,725 |
) |
|
(132,002 |
) |
(Increase) Decrease in securities sold, not received at fair market value |
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(74,881 |
) |
|
9,744,697 |
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Increase (Decrease) in securities borrowed, at fair market value |
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9,987 |
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(16,116,891 |
) |
Purchases of put and call options |
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(2,619,217 |
) |
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(28,607 |
) |
Sales of put and call options |
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|
6,751,777 |
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8,434,122 |
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Acquisition of available for sale securities |
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(21,746,211 |
) |
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(14,983,059 |
) |
Proceeds from sale of available for sale securities |
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|
11,230,002 |
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|
10,551,237 |
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Net cash used in investing activities |
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(7,436,268 |
) |
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(2,530,503 |
) |
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CASH FLOWS FROM FINANCING ACTIVITIES: |
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Proceeds from margin loan payable |
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29,891,560 |
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|
17,308,753 |
|
Repayment of margin loan payable |
|
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(21,496,989 |
) |
|
(12,618,212 |
) |
Repayment of bank loan |
|
|
(685,000 |
) |
|
(100,000 |
) |
Proceeds from bank loan |
|
|
250,000 |
|
|
|
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Purchase of treasury stock |
|
|
(54,607 |
) |
|
(743,185 |
) |
Repayment of mortgage payable |
|
|
(9,902 |
) |
|
(9,113 |
) |
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Net cash provided by financing activities |
|
|
7,895,062 |
|
|
3,838,243 |
|
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|
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Net decrease in cash and cash equivalents |
|
|
(2,507,428 |
) |
|
(919,816 |
) |
Cash and cash equivalents at beginning of period |
|
|
2,545,040 |
|
|
2,029,834 |
|
|
|
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|
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Cash and cash equivalents at end of period |
|
$ |
37,612 |
|
$ |
1,110,018 |
|
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Supplemental Disclosures of Cash Flow Information: |
|
|
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Cash paid during the period for: |
|
|
|
|
|
|
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Interest |
|
$ |
74,225 |
|
$ |
40,699 |
|
|
|
|
|
|
|
|
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Income taxes |
|
$ |
2,707,010 |
|
$ |
1,302,210 |
|
See accompanying notes to unaudited condensed consolidated financial statements.
3
DAXOR CORPORATION AND SUBSIDIARY
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
March 31, 2009 and March 31, 2008 (Continued)
(Unaudited)
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(1) |
BUSINESS AND SIGNIFICANT ACCOUNTING POLICIES |
BUSINESS
Daxor Corporation (the Company) 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, 2008, 2007 and 2006, included in Daxor Corporations Annual Report and Form 10-K for the fiscal year ended December 31, 2008. The December 31, 2008 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 month period ended March 31, 2009 is not necessarily indicative of the results that may be expected for the year ending December 31, 2009.
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.
Fair Value Measurements
Effective January 1, 2008, the Company adopted SFAS No. 157, Fair Value Measurements, for all financial instruments and non-financial instruments accounted for at fair value on a recurring basis. SFAS 157 establishes a new framework for measuring fair value and expands related disclosures. Broadly, the SFAS 157 framework requires fair value to be determined based on the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants. SFAS 157 establishes market or observable inputs as the preferred source of values, followed by unobservable inputs or assumptions based on hypothetical transactions in the absence of market inputs.
|
|
|
|
· |
Level 1, is defined as observable inputs being quoted prices in active markets for identical assets; |
|
|
|
|
· |
Level 2, is defined as observable inputs including quoted prices for similar assets; and |
|
|
|
|
· |
Level 3, is defined as unobservable inputs in which little or no market data exists, therefore requiring assumptions based on the best information available. |
The adoption of this pronouncement did not have a material effect on the financial condition or results of operations of the Company.
Effective January 1, 2009, the Company adopted FASB Staff Position 157-2, Effective Date of FASB Statement No. 157, which delays the effective date of SFAS No. 157 until January 1, 2009 for all nonfinancial assets and nonfinancial liabilities, except for items that are recognized or disclosed at fair value in the financial statements on a recurring basis (at least annually). The adoption of the delayed items of SFAS No. 157 did not have a material impact on the Companys consolidated financial statements as of and for the three months ended March 31, 2009.
4
DAXOR CORPORATION AND SUBSIDIARY
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
March 31, 2009 and March 31, 2008 (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 (Level 1 inputs).
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 (Level 1 inputs), 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.
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.
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.
5
DAXOR CORPORATION AND SUBSIDIARY
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
March 31, 2009 and March 31, 2008 (Continued)
(Unaudited)
For the quarters ended March 31, 2009 and March 31, 2008, stock options were not included in the computation of diluted loss and 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 share was 107,800 and 110,500, respectively.
|
|
(2) |
AVAILABLE-FOR-SALE SECURITIES |
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:
March 31, 2009(Unaudited)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Type of Security |
|
Market Value |
|
Cost of Securities |
|
Net Unrealized Gain (Loss) |
|
Unrealized Gains |
|
Unrealized Losses |
|
|||||
|
|
|
|
|
|
|||||||||||
Equity |
|
$ |
58,032,356 |
|
$ |
55,516,838 |
|
$ |
2,515,518 |
|
$ |
19,371,070 |
|
$ |
(16,855,552 |
) |
Debt |
|
$ |
|
|
$ |
33,005 |
|
$ |
(33,005 |
) |
$ |
|
|
$ |
(33,005 |
) |
|
|
|
|
|
|
|
||||||||||
Total Securities |
|
$ |
58,032,356 |
|
$ |
55,549,843 |
|
$ |
2,482,513 |
|
$ |
19,371,070 |
|
$ |
(16,888,557 |
) |
|
|
|
|
|
|
|
December 31, 2008
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Type of Security |
|
Market Value |
|
Cost of Securities |
|
Net Unrealized Gain (Loss) |
|
Unrealized Gains |
|
Unrealized Losses |
|
|||||
|
|
|
|
|
|
|||||||||||
Equity |
|
$ |
68,339,143 |
|
$ |
50,676,596 |
|
$ |
17,662,547 |
|
$ |
28,469,540 |
|
$ |
(10,806,993 |
) |
Debt |
|
$ |
|
|
$ |
33,005 |
|
$ |
(33,005 |
) |
$ |
|
|
$ |
(33,005 |
) |
|
|
|
|
|
|
|
||||||||||
Total Securities |
|
$ |
68,339,143 |
|
$ |
50,709,601 |
|
$ |
17,629,542 |
|
$ |
28,469,540 |
|
$ |
(10,839,998 |
) |
|
|
|
|
|
|
|
|
|
(3) |
SEGMENT ANALYSIS |
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.
6
DAXOR CORPORATION AND SUBSIDIARY
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
March 31, 2009 and March 31, 2008 (Continued)
(Unaudited)
The following table summarizes the results of each segment described above for the three months ended March 31, 2009 (unaudited).
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
March 31, 2009 |
|
||||||||||
|
|
|
|||||||||||
|
|
Equipment |
|
Cryobanking |
|
Investment |
|
Total |
|
||||
|
|
|
|
|
|
||||||||
|
|||||||||||||
Revenues |
|
$ |
344,963 |
|
$ |
89,074 |
|
$ |
|
|
$ |
434,037 |
|
|
|
|
|
|
|
||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Expenses |
|
|
|
|
|
|
|
|
|
|
|
|
|
Cost of sales |
|
|
140,039 |
|
|
12,429 |
|
|
|
|
|
152,468 |
|
Research and development expenses |
|
|
547,593 |
|
|
47,379 |
|
|
|
|
|
594,972 |
|
Selling, general and administrative expenses |
|
|
631,369 |
|
|
169,724 |
|
|
|
|
|
801,093 |
|
|
|
|
|
|
|
||||||||
Total Expenses |
|
|
1,319,001 |
|
|
229,532 |
|
|
|
|
|
1,548,533 |
|
|
|
|
|
|
|
||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating loss |
|
|
(974,038 |
) |
|
(140,458 |
) |
|
|
|
|
(1,114,496 |
) |
|
|
|
|
|
|
||||||||
|
|||||||||||||
Investment income, net |
|
|
|
|
|
|
|
|
|
|
|
|
|
Dividends |
|
|
|
|
|
|
|
|
987,097 |
|
|
987,097 |
|
Gain on sales of securities, net |
|
|
|
|
|
|
|
|
5,070,441 |
|
|
5,070,441 |
|
Mark to market of short positions |
|
|
|
|
|
|
|
|
(6,264,931 |
) |
|
(6,264,931 |
) |
Administrative expenses relating to portfolio investments |
|
|
|
|
|
|
|
|
(31,886 |
) |
|
(31,886 |
) |
|
|
|
|
|
|
||||||||
Total Investment loss, net |
|
|
|
|
|
|
|
|
(239,279 |
) |
|
(239,279 |
) |
|
|
|
|
|
|
||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other income (expense) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Interest expense, net |
|
|
(7,895 |
) |
|
|
|
|
(59,804 |
) |
|
(67,699 |
) |
Other income |
|
|
2,963 |
|
|
|
|
|
|
|
|
2,963 |
|
|
|
|
|
|
|
||||||||
Total other income (expense) |
|
|
(4,932 |
) |
|
|
|
|
(59,804 |
) |
|
(64,736 |
) |
|
|
|
|
|
|
||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Loss before income taxes |
|
|
(978,970 |
) |
|
(140,458 |
) |
|
(299,083 |
) |
|
(1,418,511 |
) |
Income tax expense |
|
|
7,500 |
|
|
|
|
|
117,274 |
|
|
124,774 |
|
|
|
|
|
|
|
||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net loss |
|
$ |
(986,470 |
) |
$ |
(140,458 |
) |
$ |
(416,357 |
) |
$ |
(1,543,285 |
) |
|
|
|
|
|
|
||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Depreciation and amortization |
|
$ |
64,469 |
|
$ |
9,104 |
|
$ |
|
|
$ |
73,573 |
|
Interest income |
|
$ |
|
|
$ |
|
|
$ |
6,526 |
|
$ |
6,526 |
|
Capital expenditures |
|
$ |
987,725 |
|
$ |
|
|
$ |
|
|
$ |
987,725 |
|
Total assets |
|
$ |
3,925,788 |
|
$ |
190,667 |
|
$ |
58,247,300 |
|
$ |
62,363,755 |
|
7
DAXOR CORPORATION AND SUBSIDIARY
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
March 31, 2009 and March 31, 2008 (Continued)
(Unaudited)
The following table summarizes the results of each segment described above for the three months ended March 31, 2008 (unaudited)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
March 31, 2008 |
|
||||||||||
|
|
|
|||||||||||
|
|
Equipment |
|
Cryobanking |
|
Investment |
|
Total |
|
||||
|
|
|
|
|
|
||||||||
|
|||||||||||||
Revenues |
|
$ |
323,780 |
|
$ |
97,133 |
|
$ |
|
|
$ |
420,913 |
|
|
|
|
|
|
|
||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Expenses |
|
|
|
|
|
|
|
|
|
|
|
|
|
Cost of sales |
|
|
138,614 |
|
|
13,400 |
|
|
|
|
|
152,014 |
|
Research and development expenses |
|
|
559,309 |
|
|
48,242 |
|
|
|
|
|
607,551 |
|
Selling, general and administrative expenses |
|
|
770,595 |
|
|
159,554 |
|
|
|
|
|
930,149 |
|
|
|
|
|
|
|
||||||||
Total Expenses |
|
|
1,468,518 |
|
|
221,196 |
|
|
|
|
|
1,689,714 |
|
|
|
|
|
|
|
||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating loss |
|
|
(1,144,738 |
) |
|
(124,063 |
) |
|
|
|
|
(1,268,801 |
) |
|
|
|
|
|
|
||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Investment income |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Dividends |
|
|
|
|
|
|
|
|
630,782 |
|
|
630,782 |
|
Gain on sales of securities, net |
|
|
|
|
|
|
|
|
5,830,999 |
|
|
5,830,999 |
|
Mark to market of short positions |
|
|
|
|
|
|
|
|
2,176,041 |
|
|
2,176,041 |
|
Administrative expenses relating to portfolio investments |
|
|
|
|
|
|
|
|
(21,414 |
) |
|
(21,414 |
) |
|
|
|
|
|
|
||||||||
Total investment income, net |
|
|
|
|
|
|
|
|
8,616,408 |
|
|
8,616,408 |
|
|
|
|
|
|
|
||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other income (expense) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Interest expense, net |
|
|
(8,684 |
) |
|
|
|
|
(20,831 |
) |
|
(29,515 |
) |
Other income |
|
|
2,870 |
|
|
46 |
|
|
|
|
|
2,916 |
|
|
|
|
|
|
|
||||||||
Total other income (expense) |
|
|
(5,814 |
) |
|
46 |
|
|
(20,831 |
) |
|
(26,599 |
) |
|
|
|
|
|
|
||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income (loss) before income taxes |
|
|
(1,150,552 |
) |
|
(124,017 |
) |
|
8,595,577 |
|
|
7,321,008 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income tax expense |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income (loss) |
|
$ |
(1,150,552 |
) |
$ |
(124,017 |
) |
$ |
8,595,577 |
|
$ |
7,321,008 |
|
|
|
|
|
|
|
||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Depreciation and amortization |
|
$ |
63,771 |
|
$ |
4,888 |
|
$ |
|
|
$ |
68,659 |
|
Interest income |
|
$ |
|
|
$ |
|
|
$ |
11,185 |
|
$ |
11,185 |
|
Capital expenditures |
|
$ |
59,711 |
|
$ |
72,291 |
|
$ |
|
|
$ |
132,002 |
|
Total assets |
|
$ |
3,817,377 |
|
$ |
210,475 |
|
$ |
77,442,739 |
|
$ |
81,470,591 |
|
8
DAXOR CORPORATION AND SUBSIDIARY
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
March 31, 2009 and March 31, 2008 (Continued)
(Unaudited)
|
|
(4) |
PROPERTY AND EQUIPMENT |
Property and equipment as at March 31, 2009 and December 31, 2008 consists of:
|
|
|
|
|
|
|
|
|
|
UNAUDITED |
|
AUDITED |
|
||
|
|
|
|
||||
|
|||||||
Machinery and equipment |
|
$ |
1,285,437 |
|
$ |
1,431,842 |
|
BVA Equipment on trial |
|
|
629,000 |
|
|
578,000 |
|
Land and Land Improvements |
|
|
196,991 |
|
|
196,991 |
|
Buildings |
|
|
598,422 |
|
|
598,422 |
|
Furniture and fixtures |
|
|
369,204 |
|
|
364,732 |
|
Construction in process |
|
|
1,228,995 |
|
|
311,152 |
|
Leasehold improvements |
|
|
611,565 |
|
|
611,565 |
|
|
|
|
|
||||
Total Cost |
|
$ |
4,919,614 |
|
$ |
4,092,704 |
|
Accumulated depreciation and amortization |
|
|
(1,696,907 |
) |
|
(1,784,149 |
) |
|
|
|
|
||||
Property and equipment, net |
|
$ |
3,222,707 |
|
$ |
2,308,555 |
|
|
|
|
|
Depreciation expense for the three months ended March 31, 2009 and March 31, 2008 was $73,573 and $68,659, respectively.
9
DAXOR CORPORATION AND SUBSIDIARY
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
March 31, 2009 and March 31, 2008 (Continued)
(Unaudited)
|
|
(5) |
LOANS AND MORTGAGE PAYABLE |
|
|
|
LOANS PAYABLE |
At March 31, 2009 and December 31, 2008, the Company has a bank note payable of $600,000 and $1,035,000 respectively which is classified as a current liability. The note is expiring on May 27, 2009 and will not be renewed. The note bears interest at the Prime Rate less 1.50%. At March 31, 2009, this was 1.75%. The note is secured by certain marketable securities of the Company.
Short-term debt to brokers (margin debt), is secured by the Companys marketable securities, and totaled $17,721,817 at March 31, 2009 and $12,017,162 at December 31, 2008. The interest rates on the Companys margin debt at March 31, 2009 ranged from 1.27% to 3.25%.
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.
The future payments of principal on the mortgage by twelve month period end are as follows:
|
|
|
|
|
|
|
|
|
|
|
|
March 31, 2010 |
|
March 31, 2011 |
|
March 31, 2012 |
|
Total |
|
||||
|
|
|
|
||||||||
|
|
|
|
|
|
|
|
|
|
|
|
$ |
41,055 |
|
$ |
44,238 |
|
$ |
335,403 |
|
$ |
420,696 |
|
|
|
(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 March 31, 2009 (unaudited) and December 31, 2008 (audited):
|
|
|
|
|
|
|
|
|
|
|
Put and Call Options |
|
Selling Price |
|
Fair Market |
|
Unrealized |
|
|||
|
|
|
|
|||||||
March 31, 2009 |
|
$ |
7,202,034 |
|
$ |
8,075,442 |
|
$ |
(873,408 |
) |
December 31, 2008 |
|
$ |
13,811,975 |
|
$ |
8,424,359 |
|
$ |
5,387,616 |
|
|
|
(7) |
SECURITIES BORROWED AT FAIR VALUE |
At March 31, 2009 and March 31, 2008, 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 was $88,873 and $4,370,084 at March 31, 2009 and March 31, 2008. The respective market values of these positions were $117,858 and $107,871 as of March 31, 2009 and December 31, 2008.
10
DAXOR CORPORATION AND SUBSIDIARY
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
March 31, 2009 and March 31, 2008 (Continued)
(Unaudited)
|
|
(8) |
INCOME TAXES |
Under FASB No. 109, the Company accrues income taxes in interim periods based upon its estimated annual effective tax rate.
The current income tax expense for the three months ended March 31, 2009 and 2008 is comprised of the following:
|
|
|
|
|
|
|
|
|
|
March 31, 2009 |
|
March 31, 2008 |
|
||
|
|
|
|
||||
Regular tax and Alternative Minimum Tax (AMT) |
|
$ |
1,645,000 |
|
$ |
|
|
Personal Holding Company Tax (PHC) |
|
|
665,000 |
|
|
|
|
State Franchise Taxes |
|
|
7,500 |
|
|
|
|
|
|
|
|
||||
Total Current Income Tax Provision |
|
|
2,317,500 |
|
|
|
|
Deferred Income Taxes |
|
|
(2,192,726 |
) |
|
|
|
|
|
|
|
||||
Total Income Tax Expense |
|
$ |
124,774 |
|
$ |
|
|
|
|
|
|
For the three months ended March 31, 2009, the Company incurred a net loss of $1.5 million. The loss includes a reduction of approximately $6.2 million of the Companys short positions as a result of mark-to-market accounting. This reduction is not included in the calculation of taxable income. Thus, the Companys taxable income utilized to estimate the current tax liability was approximately $4.7 million.
For the three months ended March 31, 2008, the Company had net income of approximately $7.3 million. The net income includes an increase of approximately $2.2 million of the Companys short positions as a result of mark-to-market accounting. This increase is not included in the calculation of taxable income. No regular tax or AMT was calculated as of March 31, 2008 due to the Companys available net operating losses of approximately $9.7 million.
As of March 31, 2008 the Company calculated their PHC tax provision would be approximately $1,100,000. No liability was accrued as of March 31, 2008 as the Companys management planned to eliminate its undistributed PHC income before the end of the year
|
|
(9) |
DEFERRED INCOME TAXES |
The deferred income tax liability at March 31, 2009 and December 31, 2008 is comprised of the following:
|
|
|
|
|
|
|
|
|
|
Unaudited |
|
Audited |
|
||
|
|
March 31, 2009 |
|
December 31, 2008 |
|
||
|
|
|
|
||||
Fair market value adjustment for available -for -sale securities |
|
$ |
868,879 |
|
$ |
6,170,340 |
|
Mark to market short positions |
|
|
(296,242 |
) |
|
1,896,483 |
|
|
|
|
|
||||
|
|||||||
|
|
$ |
572,637 |
|
$ |
8,066,823 |
|
|
|
|
|
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.
|
|
(10) |
CERTAIN CONCENTRATIONS |
Financial instruments which potentially subject the Company to concentrations of credit risk consist primarily of the common stock of marketable electric utilities. At March 31, 2009, stocks representing 97.84% of the market value of common stocks held by the Company were listed on the New York Stock Exchange (NYSE). The Company maintains its investments in eight different brokerage accounts, five at UBS, one at Merrill Lynch, one at JP Morgan Chase and one at TD Ameritrade. The limits of the insurance which is 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 and TD Ameritrade provides supplemental insurance up to the face value of the securities in excess of the SIPC limit of $500,000.
11
DAXOR CORPORATION AND SUBSIDIARY
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
March 31, 2009 and March 31, 2008 (Continued)
(Unaudited)
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 March 31, 2009 the fair market value of securities in excess of the SIPC insured limit is $11,561,074 and the cash on deposit in excess of the insured limit is $0.
For the three months ended March 31, 2009, the sales of Blood Volume Kits accounted for 73.95% of the Companys total consolidated operating revenue. There were four customers (hospitals) that accounted for 64.27% of the Companys sales of Blood Volume Kits. For the three months ended March 31, 2008, the sales of Blood Volume Kits accounted for 77.48% of the Companys total consolidated operating revenue. During this same period, there were three customers (hospitals) that accounted for 38.02% 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 four 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 in previous filings, 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, the Company would have to make alternative arrangements to insure a supply of Volumex. The effect of such a disruption on Daxors business could be material.
|
|
(11) |
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.
The amount of rental income received from the President of the Company in the quarters ended March 31, 2009 and March 31, 2008 was $2,963 and $2,870.
Jonathan Feldschuh is the co-inventor of the BVA-100 Blood Volume Analyzer and is the son of Dr. Joseph Feldschuh, the Chief Executive Officer and President of Daxor. He was paid $18,720 annually for the years ended December 31, 2008 and 2007. Jonathan Feldschuh is expected to provide a limited amount of consultative help in the filing of the additional patents in 2009.
|
|
(12) |
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 March 31, 2009 and March 31, 2008 were $594,972 and $607,551, respectively.
12
DAXOR CORPORATION AND SUBSIDIARY
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
March 31, 2009 and March 31, 2008 (Continued)
(Unaudited)
|
|
(13) |
RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS |
In June 2008, the FASB issued FSP No. EITF 03-6-1, Determining Whether Instruments Granted in Share-Based Payment Transactions Are Participating Securities (FSP EITF 03-6-1). FSP EITF 03-6-1 concludes that unvested share-based payment awards that contain rights to receive nonforfeitable dividends or dividend equivalents are participating securities, and thus, should be included in the two-class method of computing earnings per share (EPS). FSP EITF 03-6-1 is effective for fiscal years beginning after December 15, 2008, and interim periods within those years. Early application of EITF 03-6-1 is prohibited. This FSP also requires that all prior-period EPS data be adjusted retrospectively. The Company is currently evaluating the impact FSP EITF 03-6-1 will have on its consolidated financial statements.
Management does not believe that any other recently issued, but not yet effective, accounting standard if currently adopted would have a material effect on the accompanying financial statements.
13
ITEM 2. MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
CAUTION REGARDING FORWARD-LOOKING STATEMENTS
The following discussion of the our financial condition and results of our operations should be read in conjunction with the Condensed Consolidated Financial Statements and Notes thereto included elsewhere in this Quarterly Report on Form 10-Q and our Annual Report on Form 10-K for the year ended December 31, 2008. This Quarterly Report on Form 10-Q contains forward-looking statements based on our current expectations, assumptions, estimates and projections about us and our industry. These forward-looking statements are usually accompanied by words such as believes, may, should, anticipates, estimates, expects, future, intends, hopes, plans, and similar expressions, and the negative thereof. Forward-looking statements involve risks and uncertainties and our actual results may differ materially from the results anticipated in these forward-looking statements as a result of certain factors.
BUSINESS OVERVIEW
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 main focus of Daxor Corporation has been the development and marketing 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 that the Company also sells to its customers.
RECENT DEVELOPMENTS
Daxor has actively engaged in participating in several clinical trials in three strategic areas: Intensive Critical Care Medicine, Heart Failure/Hypertension and Dialysis. Of the five current clinical trials, one has recently been completed, Blood Volume Analysis in treating ICU Patients A Prospective, Randomized Outcome Study. The basis of this study was to investigate if the inclusion of a measured blood volume analysis from Daxors BVA-100 would result in (1) a change in treatment; (2) improved clinical outcomes; and (3) reductions in the cost of care. Results of this study are expected to be published sometime prior to the first quarter of 2010.
Daxor is also coordinating its first multi-center, prospective, blinded outcome study in heart failure. The TEAM HF (Treatment to Euvolemia by Assessment and Measured Blood Volume in Heart Failure) will be comprised of nine (9) medical centers and a total of 300 patients. This study will investigate if utilizing a measured blood volume while treating heart failure patients following a hospital stay will decrease a patients need to revisit the hospital, decrease the mortality rate and improve their overall treatment and quality of life while living with heart failure. The TEAM HF study is a six month study currently anticipated to begin by July 2009.
RESULTS OF OPERATIONS
Three months ended March 31, 2009 as compared with three months ended March 31, 2008:
Operating Revenues and Expenses
For the three months ended March 31, 2009, consolidated operating revenues increased to $434,037 from $420,913 for the same period in 2008, an increase of $13,124 or 3.11%. This was mainly the result of an increase in Blood Volume Kit Sales. There were no Blood Volume Analyzers being sold during the current quarter or during the same period last year.
For the three months ended March 31, 2009, revenue from Blood volume kit sales increased by $15,075 or 5.12% to $309,452 from $294,377 for the same period in 2008. This can mainly be attributed to an increase in the number of kits sold from 868 in 2008 to 979 during the current period for an increase of 12.78%. There were 56 Blood Volume Analyzers placed at March 31, 2009 versus 53 at March 31, 2008. For the three months ended March 31, 2009, the Company provided 105 Volumex doses free of charge to facilities utilizing the BVA-100 for research versus 111 during the same period in 2008.
14
The following tables provide gross margin information on Equipment Sales & Related Services for the three months ended March 31, 2009 and 2008:
|
|
|
|
|
|
|
|
|
|
|
Equipment Sales and Related Services: |
|
Kit Sales Three Months Ended March 31, 2009 |
|
Equipment Sales and Other Three Months Ended March 31, 2009 |
|
Total Three Months Ended March 31, 2009 |
|
|||
|
|
|
|
|||||||
Revenue |
|
$ |
309,452 |
|
$ |
35,511 |
|
$ |
344,963 |
|
Cost of Goods Sold |
|
|
107,415 |
|
|
32,624 |
|
|
140,039 |
|
|
|
|
|
|
||||||
Gross Profit |
|
$ |
202,037 |
|
$ |
2,887 |
|
$ |
204,924 |
|
|
|
|
|
|
||||||
Gross Profit Percentage |
|
|
65.2 |
% |
|
8.1 |
% |
|
59.4 |
% |
|
|
|
|
|
|
|
|
|
|
|
Equipment Sales and Related Services: |
|
Kit Sales Three Months Ended March 31, 2008 |
|
Equipment Sales and Other Three Months Ended March 31, 2008 |
|
Total Three Months Ended March 31, 2008 |
|
|||
|
|
|
|
|||||||
Revenue |
|
$ |
294,377 |
|
$ |
29,403 |
|
$ |
323,780 |
|
Cost of Goods Sold |
|
|
120,168 |
|
|
18,446 |
|
|
138,614 |
|
|
|
|
|
|
||||||
Gross Profit |
|
$ |
174,209 |
|
$ |
10,957 |
|
$ |
185,166 |
|
|
|
|
|
|
||||||
Gross Profit Percentage |
|
|
59.2 |
% |
|
37.3 |
% |
|
57.2 |
% |
The additional revenues for Equipment Sales and Other during the current and previous quarters consist 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 $1,178,962 for the three months ended March 31, 2009 versus $1,329,904 for the same period in 2008, for a decrease of $150,942 or 11.34%. The main reason for this was decreased payroll and related costs of $108,365 for the three months ended March 31, 2009 as compared to the same period in 2008.
Research & Development expenses for Equipment Sales and Related Services were $547,593 for the three months ended March 31, 2009 versus $559,309 for the same period in 2008 which is a decrease of $11,716 or 2.09%. 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 $89,074 in 2009 from $97,133 in 2008, for a decrease of $8,059 or 8.30%. The main reason for this was a decrease in Semen Bank Storage fees and related items of $6,015 for the three months ended March 31, 2009 as compared to 2008.
Total S G & A (selling, general and administrative) and R&D (Research and Development) costs for the Cryobanking and related services segment were $217,103 for the three months ended March 31, 2009 versus $207,796 for the same period in 2008, for an increase of $9,307 or 4.48%.
Consolidated Operating Expenses
The total consolidated operating expenses including cost of sales for the first quarter of 2009 were $1,548,533 versus $1,689,714 in 2008 for a decrease of $141,181 or 8.36%, which is mainly attributable to a reduction in payroll and related expenses of $106,512.
15
INVESTMENT PORTFOLIO
Dividend Income
Dividend income earned on the Companys security portfolio for the three months ended March 31, 2009 was $987,097 versus $630,782 for the same period in 2008 for an increase of $356,315 or 56.49%. The main reason for this increase was the receipt of a onetime special dividend of $282,425 on a stock which was still in the Companys investment portfolio at March 31, 2009.
Investment Gains (Losses)
Gains on the sale of investments were $5,070,441 for the three months ended March 31, 2009 versus $5,830,999 for the same period in 2008 for a decrease of $760,558 or 13.04%. 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 ($6,264,931) versus a gain of $2,176,041 for the same period in 2008. Interest expense net of interest income was $67,699 for the three months ended March 31, 2009 versus $29,515 for the three months ended March 31, 2008. Administrative expenses relating to portfolio investments were $31,886 in 2008 versus $ 21,414 for the same period in 2008. A detailed description of investment policies and historical records over the past 16 years was included in the recent 10-K filing for the year ended December 31, 2008.
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.
As of March 31, 2009, cash and cash equivalents totaled $37,612 versus $2,545,040 at December 31, 2008. Cash used in operating activities was $2,966,222 for the three month period ended March 31, 2009. The decrease in cash and cash equivalents was primarily due to funding the operating loss for the current quarter.
Cash used in investing activities was $7,436,268 for the three months ended March 31, 2009. The decrease is attributable to the acquisition of property and equipment of $987,725 and the Companys investment activities of $6,448,543.
A total of $7,895,062 of cash was provided during the current quarter from financing activities and this was primarily due to the proceeds obtained from margin loans payable.
In November of 2008, a construction project commenced at 109 Meco Lane. Management expects the project to be completed by the end of June 2009 and the total cost to be approximately $1,500,000. The project involves the construction of laboratory and office space.
The Companys investment portfolio has been a critical source of supplemental income to partially offset the continuing losses from operations. Without the income from the investment portfolio, the Company would have needed to raise additional operating funds through either debt or equity financing or a combination of the two. The Companys portfolio has maintained a net value above historical cost for each of the past 97 consecutive quarters.
The Companys investment goals, strategies and policies are as follows:
|
|
1. |
The Companys investment goals are capital preservation and maintaining returns on capital with a high degree of safety. |
|
|
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 80% of its portfolio in electric utilities. The Board of Directors has authorized this minimum to be temporarily lowered to 70% when Company management deems it to be necessary. Investments in utilities are primarily in electric companies. Investments in non-utility stocks will generally not exceed 20% of the value of the portfolio. |
16
|
|
|
|
3. |
Investment in speculative issues, including short sales, maximum of 15%. |
||
|
|
|
|
4. |
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 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 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 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. |
|
|
|
|
|
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 the Companys CEO, Dr. Joseph Feldschuh.
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.
17
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.
Our critical accounting policies, are described in our Annual Report on Form 10-K for the year ended December 31, 2008. There have been no material changes to our critical accounting policies as of and for the three months ended March 31, 2009.
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 March 31, 2009, unrealized gains were $19,371,070 and unrealized losses were ($16,888,557) on available for sale securities for a ratio of 1.15 to 1.
At March 31, 2009, 97.43% 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 107 separate common and preferred stocks. As of March 31, 2009 there were two holdings of common stock which comprised 24.98% of the total market value of the available for sale investments.
18
Daxor Corporation
Summary of Available for Sale Securities
As at March 31, 2009
|
|
|
|
|
|
|
|
|
|
|
Type of Security |
|
Total Fair Market Value |
|
Total Cost |
|
Total
Net Unrealized Gain |
|
|||
|
|
|
|
|||||||
Common Stock |
|
$ |
56,539,952 |
|
$ |
53,357,726 |
|
$ |
3,182,226 |
|
Preferred Stock |
|
|
1,347,154 |
|
|
2,010,301 |
|
|
(663,147 |
) |
Mutual Fund |
|
|
145,250 |
|
|
148,811 |
|
|
(3,561 |
) |
|
|
|
|
|
||||||
Total Equities |
|
$ |
58,032,356 |
|
$ |
55,516,838 |
|
$ |
2,515,518 |
|
Bonds |
|
|
0 |
|
|
33,005 |
|
|
(33,005 |
) |
|
|
|
|
|
||||||
Total Portfolio |
|
$ |
58,032,356 |
|
$ |
55,549,843 |
|
$ |
2,482,513 |
|
|
|
|
|
|
Daxor Corporation
Summary of Available for Sale Securities
As at March 31, 2008
|
|
|
|
|
|
|
|
|
|
|
Type of Security |
|
Total Fair Market Value |
|
Total Cost |
|
Total Net Unrealized Gain (Loss) |
|
|||
|
|
|
|
|||||||
Common Stock |
|
$ |
33,308,710 |
|
$ |
67,105,402 |
|
$ |
33,796,692 |
|
Preferred Stock |
|
|
2,358,400 |
|
|
2,463,834 |
|
|
105,434 |
|
|
|
|
|
|
||||||
Total Equities |
|
|
35,667,110 |
|
|
69,569,236 |
|
|
33,902,126 |
|
Bonds |
|
|
65,770 |
|
|
30,800 |
|
|
(34,970 |
) |
|
|
|
|
|
||||||
Total Portfolio |
|
$ |
35,732,880 |
|
$ |
69,600,036 |
|
$ |
33,867,156 |
|
|
|
|
|
|
Summary of Proceeds Received
and Market Valuation at 03/31/09
Put and Call Options
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
Proceeds |
|
Sale of |
|
Expirations and |
|
Proceeds |
|
Market |
|
Unrealized |
|
|||||
|
|
|
|
|
|
|||||||||||
$13,811,975 |
|
$ |
6,750,109 |
|
$ |
13,360,050 |
|
$ |
7,202,034 |
|
$ |
8,075,442 |
|
$ |
(873,408 |
) |
Summary of Proceeds Received
and Market Valuation at 03/31/08
Put and Call Options
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
Proceeds |
|
Sale of |
|
Expirations and |
|
Proceeds |
|
Market |
|
Unrealized |
|
|||||
|
|
|
|
|
|
|||||||||||
$ 7,645,833 |
|
$ |
8,434,122 |
|
$ |
6,266,742 |
|
$ |
9,813,213 |
|
$ |
7,685,008 |
|
$ |
2,128,205 |
|
19
Item 4T. Controls and Procedures
As of March 31, 2009, 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. Based upon that evaluation, the Chief Executive Officer and Chief Financial Officer concluded that the Companys disclosure controls and procedures were effective as of the quarter ended March 31, 2009 in timely alerting them to material information relating to the Company (including its consolidated subsidiaries) required to be included in its periodic SEC filings. During the quarter ended March 31, 2009, there were no significant changes in internal controls or in other factors that have materially affected, or are reasonably likely to materially affect, internal controls over financial reporting.
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.
The Company currently has one legal action pending. This action covers the normal range of the Companys business. It is the opinion of management that the Company has substantial legal and factual defenses to the plaintiffs claims and we intend to defend this action vigorously.
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, 2008 as filed with the Securities and Exchange Commission on March 23, 2009.
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.
20
|
|
|
|
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 |
21
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: May 11, 2009 |
By: |
/s/ JOSEPH FELDSCHUH, M.D. |
|
|
|
|
|
JOSEPH FELDSCHUH, M.D., |
|
|
President and Chief Executive Officer |
|
|
|
DATE: May 11, 2009 |
By: |
/s/ DAVID FRANKEL |
|
|
|
|
|
DAVID FRANKEL |
|
|
Chief Financial Officer |
22