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 SEPTEMBER 30, 2003 Commission File Number 0-12248 DAXOR CORPORATION (Exact Name as Specified in its Charter) New York 13-2682108 (State or Other Jurisdiction of (I.R.S. Employer Incorporation or Organization) Identification No.) 350 Fifth Ave Suite 7120 New York, New York 10118 (Address of Principal Executive Offices & Zip Code) Registrant's Telephone Number: (212) 244-0555 (Including Area Code) Indicate by check mark whether the registrant (1) has filed all reports required by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes |X| No |_| Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date. CLASS OUTSTANDING AT September 30, 2003 ----------------------------------------------------------------------------- COMMON STOCK PAR VALUE: $.O1 per share 4,645,026 PART I. FINANCIAL INFORMATION ITEM 1. FINANCIAL STATEMENTS PAGE Consolidated Balance Sheet as at September 30, 2003 and Balance Sheet as at December 31, 2002 F-1 Consolidated Statements of Income for the Three and Nine Months ended September 30, 2003 and 2002 F-2 Consolidated Statement of Cash Flows for the Nine Months ended September 30, 2003 and 2002 F-3 Notes to Financial Statements F-4&5 ITEM 2. Management's Discussion and Analysis of Financial Condition and Results of Operations 3-4 PART II. OTHER INFORMATION ITEM 1. Legal Proceedings 4 ITEM 2. Exhibits and Reports on Form 8-k 4 Signatures 4 Exhibit Index 5-7 DAXOR CORPORATION FINANCIAL STATEMENTS ================================================================================ DAXOR CORPORATION CONSOLIDATED BALANCE SHEETS (UNAUDITED) September 30, December 31, 2003 2002 ---- ---- ------------------------------------------------------------------------------------ ASSETS ------------------------------------------------------------------------------------ CURRENT ASSETS Cash $ 52,692 $ 13,035 Marketable Securities at Fair Value September 30,2003 and December 31, 2002. (Note 1) 44,293,770 40,573,162 Accounts receivable 281,525 211,979 Other current assets 373,069 364,913 ------------ ------------ Total Current Assets 45,001,056 41,163,089 EQUIPMENT AND IMPROVEMENTS Storage tanks 125,815 125,815 Leasehold improvements, furniture and equipment 917,651 928,581 Laboratory equipment 291,499 290,104 ------------ ------------ 1,334,965 1,344,500 Less: Accumulated depreciation and amortization 1,035,520 1,005,625 ------------ ------------ Net equipment and improvements 299,445 338,875 Other Assets 69,852 71,601 Total Assets $ 45,370,353 $ 41,573,565 ============ ============ ------------------------------------------------------------------------------------ LIABILITIES AND SHAREHOLDERS' EQUITY ------------------------------------------------------------------------------------ CURRENT LIABILITIES Accounts payable and accrued liabilities $ 199,873 $ 112,481 Loans payable (Note 2) 2,708,910 1,434,046 Other Liabilities 293,523 106,440 Deferred Taxes (Note 1) 7,433,944 6,373,701 ------------ ------------ Total Liabilities 10,636,250 8,026,668 SHAREHOLDERS' EQUITY Common stock, par value $.01 per share: Authorized 10,000,000 shares: issued and outstanding shares 4,645,026 September 30, 2003 and 4,657,784 December 31, 2002 53,097 53,097 Additional Paid in capital 9,801,548 9,798,232 Net unrealized holding gains on available-for-sale securities (Note 1) 14,430,597 12,372,477 Retained earnings 15,543,876 16,246,156 Treasury stock (5,095,015) (4,923,065) ------------ ------------ Total Shareholders' Equity 34,734,103 33,546,897 Total Liabilities and Shareholders' Equity $ 45,370,353 $ 41,573,565 ============ ============ See accompanying notes to financial statements (F-1) ================================================================================ DAXOR CORPORATION CONSOLIDATED STATEMENTS OF INCOME (UNAUDITED) THREE MONTHS ENDED NINE MONTHS ENDED September 30, September 30, 2003 2002 2003 2002 ---- ---- ---- ---- REVENUES: ---------------------------------------------------------------------------------------------------- Operating revenues $ 301,816 $ 200,100 $ 810,910 $ 589,604 Other revenues 3,143 6,522 11,429 28,337 Dividend income 527,591 507,454 1,438,232 1,415,997 Gains (losses) on sale of securities 71,633 80,194 152,896 175,258 ----------- ----------- ----------- ---------- Total Revenues 904,183 794,270 2,413,467 2,209,196 ----------- ----------- ----------- ---------- ---------------------------------------------------------------------------------------------------- COSTS AND EXPENSES ---------------------------------------------------------------------------------------------------- Operations of Laboratories & Cost of Production 463,432 172,244 1,144,374 575,028 Selling, General, and Administrative 596,638 510,251 1,891,992 1,378,022 Interest expense, net of interest income 25,012 7,475 58,594 26,268 ----------- ----------- ----------- ---------- Total Costs and Expenses 1,085,082 689,970 3,094,960 1,979,318 ----------- ----------- ----------- ---------- Net Income (Loss) Before Income Taxes (180,899) 104,300 (681,493) 229,878 Provision for income taxes (858) (709) 20,787 14,204 ----------- ----------- ----------- ---------- Net Income (Loss) $ (180,041) $ 105,009 $ (702,280) $ 215,674 =========== =========== =========== ========== Weighted Average Number of Shares Outstanding 4,645,826 4,663,909 4,649,347 4,664,576 Net Income of (Loss) per Common Equivalent Share $ (0.04) $ 0.02 $ (0.15) $ 0.05 =========== =========== =========== ========== See accompanying notes to financial statements F-2 ================================================================================ DAXOR CORPORATION CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED) FOR THE NINE MONTHS ENDED September 30, September 30, 2003 2002 ---- ---- ------------------------------------------------------- CASH FLOWS FROM OPERATING ACTIVITIES ------------------------------------------------------- Net income or (loss) $ (702,280) $ 215,674 ----------- --------- Adjustments to reconcile net income (loss) to net cash provided by operating activities: Depreciation & Amortization 36,644 42,241 (Gain) loss on sale of investments (152,896) (175,258) Basis of leased equipment sold 45,000 -- Change in assets and liabilities: (Increase) decrease in accounts receivable (69,546) (348) (Increase) decrease in other current assets (8,156) (6,003) (Increase) decrease in other assets net of amortization -- (300) Increase (decrease) in accounts payable, accrued and other liabilities net of "short sales" 87,392 1,248 ----------- --------- Total adjustments (61,562) (138,420) ----------- --------- Net cash provided by or (used in) operating activities (763,842) 77,254 ------------------------------------------------------- CASH FLOWS FROM INVESTING ACTIVITIES: ------------------------------------------------------- Payment for purchase of equipment and improvements (40,465) (44,490) Net cash provided or (used) in purchase and sale of investments (548,032) (403,372) Net proceeds (repayments) of loans from brokers used to purchase investments 1,074,864 209,792 Proceeds from "short sales" not closed 285,766 82,434 ----------- --------- Net cash provided by or (used in) investing activities 772,133 (155,636) ------------------------------------------------------- CASH FLOWS FROM FINANCING ACTIVITIES: ------------------------------------------------------- Receipt / (repayment) of bank loan 200,000 (300,000) Payment for purchase of treasury stock (199,370) (31,753) Proceeds from sale of treasury stock 30,736 -- ----------- --------- Net cash provided by or (used in) financing activities 31,366 (331,753) Net increase (decrease) in cash and cash equivalents 39,657 (410,135) Cash and cash equivalents at beginning of year 13,035 431,949 ----------- --------- Cash and cash equivalents at end of period $ 52,692 $ 21,814 =========== ========= See accompanying notes to financial statements F-3 ================================================================================ DAXOR CORPORATION NOTES TO FINANCIAL STATEMENTS (UNAUDITED) NINE MONTHS ENDED SEPTEMBER 30, 2003 AND 2002 In the opinion of the Company, the accompanying unaudited financial statements contain all adjustments (consisting of only normal recurring accruals) necessary to present fairly the financial position as of September 30, 2003 and December 31, 2002, the results of operations for the three and nine months ended September 30,2003 and 2002 and cash flows for the nine months ended September 30,2003 and 2002. (1) MARKETABLE SECURITIES Upon adoption of FASB No. 115, management has determined that the company's portfolio is best characterized as "Available-For-Sale". This has resulted in the balance sheet carrying value of the company's marketable securities investments, as of September 30, 2003 and December 31, 2002 being increased approximately 97.48 % and 85.89 % respectively over its historical cost. A corresponding increase in shareholders' equity has been effectuated. In accordance with the provisions of FASB No. 115, the adjustment in shareholders' equity to reflect the company's unrealized gains has been made net of the tax effect had these gains been realized. The following tables summarize the company's investments as of: September 30, 2003 Type of Unrealized Unrealized security Cost Fair Value Holding gains holding losses -------- ---- ---------- ------------- -------------- Equity $22,386,723 $44,266,195 $22,500,534 $621,062 ------ Debt 42,506 27,575 120 15,051 ---- ----------------------------------------------------------------------------------------- Total $22,429,229 $44,293,770 $22,500,654 $636,113 ----- =========== =========== =========== ======== December 31, 2002 Type of Unrealized Unrealized security Cost Fair Value holding gains holding losses -------- ---- ---------- ------------- -------------- Equity $21,796,315 $40,547,587 $19,960,514 $1,209,242 ------ Debt 30,669 25,575 8,865 13,959 ---- ------------------------------------------------------------------------------------------ Total $21,826,984 $40,573,162 $19,969,379 $1,223,201 ----- =========== =========== =========== ========== At September 30, 2003 the securities held by the Company had a market value of $44,293,770 and a cost basis of $22,429,229 resulting in a net unrealized gain of $ 21,864,541 or 97.48% of cost. At December 31, 2002, the securities held by the Company had a market value of $40,573,162 and a cost basis of $21,826,984 resulting in a net unrealized gain of $18,746,178 or 85.89% of cost. At September 30, 2003 and December 31, 2002 marketable securities, primarily consisting of preferred and common stocks of utility companies, are valued at fair value. F-4 (2) LOANS PAYABLE As at September 30, 2003 and December 31, 2002, the Company had loans outstanding aggregating $900,000 and $700,000 borrowed on a short term basis from a bank, which are secured by certain marketable securities of the Company. The loans bear interest at approximately 4%. Short term margin debt due to brokers, secured by the Companies marketable securities, totaled $1,808,910 at September 30, 2003 and $734,046 at December 31, 2002. F-5 MANAGEMENT'S DISCUSSION AND ANALYSIS RESULTS OF OPERATIONS AND FINANCIAL CONDITION ITEM 2. RESULTS OF OPERATIONS Three months ended September 30, 2003 as compared with three months ended September 30, 2002. For the three months ended September 30, 2003 total revenues were $904,183 up from $794,270 in 2002. Operating revenues were $301,816 in 2003 up from $200,100 in 2002. Dividend income was $527,591 with a net interest expense of $25,012 in 2003, as compared to dividend income of $507,454 with a net interest expense of $7,475 in 2002. In 2003, the Company had a net loss before income taxes of $(180,899) versus a net income before income taxes of $104,300 in 2002. Total cost and Expenses in 2003 increased to $1,085,082 vs. $689,970 in 2002. This was related to increased marketing efforts and research and development expenses. The Company has increased research expenses for additional features to the BVA-100. Operating revenues increased by 51% from the comparable quarter in 2002. The Company's new sales team began marketing in the fourth quarter of 2002. The increase in operating revenues can be attributable to these sales efforts. The sales cycles from initial contact to a sale can be 6 to 12 months. The Company anticipates that it's sales of BVA-100 Blood Volume Analyzers and kits will become the major source of income for the Company. The Company is currently in the process of expanding its sales and marketing force, and recently hired 3 new sales/marketing representatives. Nine months ended September 30, 2003 as compared with nine months ended September 30, 2002. For the nine months ended September 30, 2003 total revenues were $2,413,467 up from $2,209,196 in 2002. Operating revenues in 2003 were $810,910 up from $589,604 in 2002. Selling and administrative expenses were $1,891,992 in 2003, vs. $1,378,022 in 2002. The increased expenses were related to the employment of additional sales and marketing personnel and increased research and development. In 2003, Dividend income was $1,438,232 with a net interest expense of $58,594 as compared to the dividend income of $1,415,997 with a net interest expense of $26,268 in 2002. In 2003, the Company had $152,896 in capital gains vs. $175,258 in 2002. In 2003, the Company had a net loss before income taxes of $(681,493) versus a net income of $229,878 before income taxes in 2002. The Company has adopted a policy that encourages leasing or renting of BVA-100 equipment to enable hospitals to obtain the equipment. This results in sales of kits but a slower recognition of operating income from BVA sales. LIQUIDITY AND CAPITAL RESOURCES At September 30, 2003 the Company had total assets of $45,370,353 with shareholders' equity of $34,734,103. The Company has a net pre-taxed unrealized gain of $21,864,541 and $14,430,597 of net after tax unrealized capital gains on available-for-sale securities in its portfolio. This amount is included in the calculation of Total Shareholders' Equity. The Company's stock portfolio had a market value of $44,293,770 with short-term loans of $ 2,708,910 with 4,645,026 shares outstanding. The Company has current liabilities of $10,636,250. Included in these liabilities are deferred taxes of $7,433,944. These deferred taxes would occur if the Company chose to sell its entire portfolio. Current liabilities minus these deferred taxes equals $3,202,306. The Company has adequate resources for the current marketing level of its Blood Volume Analyzer as well as capital to sustain its localized semen and blood banking services. The Company anticipates hiring additional regional managers to the existing sales/marketing team. It is the goal of the marketing team to develop an individual sales team for each regional manager. The Company is also expanding its support services personnel. The decision to develop the marketing team was partially based on the anticipation of new publications in peer reviewed medical journals by current users of the Blood Volume Analyzer. 3 The Company's goal is to establish blood volume measurement as a standard of care in multiple areas of medicine and surgery. It is hoped that the publication of research studies from leading medical facilities will result in an increase in sales in both the Blood Volume Analyzer and its associated kits. The Company has an instrument loaner reagent plan which requires use of the Company's reserves. The equipment loaner reagent plan permits a user to make a minimal initial capital commitment. This results in a slower return on capital expenditure for the Company. The Company has established a private label leasing program called Daxor Capital through De Lage Landen. With this arrangement Daxor receives the net present value of the lease upon the signed completion of the installation of the equipment. The Company is evaluating blood volume instrumentation management programs for hospitals. Under such a plan, the Company would provide equipment and personnel on a sub-contract basis. The Company will use its current financial reserves primarily for developing and marketing the Blood Volume Analyzer. The Company is evaluating various options to expand blood banking services in conjunction with the use of the Blood Volume Analyzer. Part II OTHER INFORMATION Item 1. Legal Proceedings None Item 2. Exhibits and Reports on Form 8-K (a) Exhibits 31.1 Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 31.2 Certification of Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 32.1 Certification of Chief Executive Officer pursuant to 18 U.S.C Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 32.2 Certification of Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (b) There were no reports on Form 8-k filed. SIGNATURES Pursuant to the requirements of the Securities and Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. DATE: November 12, 2003 By: /s/ JOSEPH FELDSCHUH, M.D. ------------------------------ JOSEPH FELDSCHUH, M.D., President and Chief Executive Officer DATE: November 12, 2003 By: /s/ STEPHEN FELDSCHUH ------------------------------ STEPHEN FELDSCHUH Vice President of Operations And Chief Financial Officer 4