* Total liabilities include deferred taxes on unrealized gains.
** Return on equity is calculated by dividing the Company’s net income or loss for the period by the average stockholders’ equity for the period.
In 2008 revenue from operations was $1,761,055.vs. 2007 revenue from operations of $ 1,869,779 for a decrease of 6%. In 2006, operating revenues were $1,486,449.
Equipment sales and kit sales decreased from $1,453,201 in 2007 to $1,381,105 in 2008. In 2008 the Company sold four blood volume analyzers for a total of $260,000 versus six in 2007 for $390,500. Kit sales increased by 4% in 2008 over 2007 and by 15% in 2007 over 2006. Kit sales increased by 35% in 2006 over 2005 and by 53% in 2005 over 2004. 3,113 patients, utilizing the BVA-100, had blood volume measurements in 2008 vs. 3,015 in 2007, 2,886 in 2006 and 2,132 in 2005. For the year ended December 31, 2008 the Company provided 472 Volumex doses free of charge to facilities utilizing the BVA-100 for research versus 328 in 2007, 194 in 2006,95 in 2005 and 83 in 2004.
The major reasons for the current year increase in kit sales are an increase in utilization of existing instruments along with 53 Blood Volume Analyzers placed in service at December 31, 2008 versus 50 placed in service at December 31, 2007. Effective February 1, 2007, the Company raised prices by approximately 5% on Blood Volume Kits which was the first price increase in two years. The Company did not raise prices on Blood Volume Kits in 2008.
The decrease in Gross Profit Percentage on Kit Sales for the year ended December 31, 2008 is mainly due to the aforementioned increase in Volumex doses provided free of charge to facilities using the BVA-100 for research. The main reason for the decrease in Gross Profit Percentage for Equipment Sales and Related Services from 56.3% for the year ended December 31, 2007 to 51.2% for the year ended December 31, 2008 is that six blood volume analyzers were sold in 2007 versus four in 2008. The gross margin on the blood volume analyzer is substantially higher than the gross margin on Volumex Kits.
The following table provides gross margin information on Equipment Sales & Related Services for the years ended December 31, 2008 and December 31, 2007:
| | | | | | | | | | |
Equipment Sales and Related Services: | | Kit Sales Year Ended December 31, 2008 | | Equipment Sales and Other Year Ended December 31, 2008 | | Total Year Ended December 31, 2008 | |
| | | | | | | | | | |
Revenue | | $ | 1,005,981 | | $ | 375,124 | | $ | 1,381,105 | |
Cost of Goods Sold | | | 516,054 | | | 158,522 | | | 674,576 | |
Gross Profit | | | 489,927 | | | 216,602 | | | 706,529 | |
Gross Profit Percentage | | | 48.7 | % | | 57.7 | % | | 51.2 | % |
| | | | | | | | | | |
Equipment Sales and Related Services: | | Kit Sales Year Ended December 31, 2007 | | Equipment Sales and Other Year Ended December 31, 2007 | | Total Year Ended December 31, 2007 | |
| | | | | | | | | | |
Revenue | | $ | 963,318 | | $ | 489,883 | | $ | 1,453,201 | |
Cost of Goods Sold | | | 475,811 | | | 159,127 | | | 634,938 | |
Gross Profit | | | 487,507 | | | 330,756 | | | 818,263 | |
Gross Profit Percentage | | | 50.6 | % | | 67.5 | % | | 56.3 | % |
Operating revenues from Cryobanking and related services decreased in 2008 by $36,628 or 8.8% from 2007. This was due mainly to revenue from semen storage decreasing by $19,392 or 6.9% to $262,675 versus $282,067 in the year ended December 31, 2007. There was also a decrease of $14,743 in semen analysis and other lab services. The Company’s Idant Laboratories subsidiary contributed 21.6%, 22.3%, and 29.0% of operating revenues in 2008, 2007 and 2006 respectively.
Operating Expenses
For 2008, consolidated expenses from operations including cost of sales totaled $6,968,207 and the loss from operations was $5,207,152. In 2007, expenses from operations including cost of sales totaled $7,300,649; the loss from operations was $ 5,430,870. In 2006, expenses from operations including cost of sales totaled $6,911,370; the loss from operations totaled $5,424,921.
Total Operating costs including cost of sales for Daxor and the BVA segment were $6,017,752 for the year ended December 31, 2008 versus $6,351,501 for the year ended December 31, 2007 for a decrease of $ 333,749 or 5.2%. The main reason for this decrease is a reduction of $278,489 in payroll and related expenses.
Research and Development expenses for Daxor and the BVA segment decreased in 2008 by $132,751 or 5.5% to $2,257,601 from $2,390,352 in 2007. However, Daxor remains committed to making Blood Volume Analysis a standard of care in at least three disease states. In order to achieve this goal, we are continuing to spend time and money in research and development in order to get the best product to market. We are still working on the following three projects: 1) GFR: Glomeril Filtration Rate, 2) Total Body Albumin Analysis, and 3) Wipe Tests for radiation contamination and 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 give the company extended protection with a second patent when it is completed.
Total Operating Costs including cost of sales for the Cryobanking segment were $950,455 for the year ended December 31, 2008 versus $949,148 for the year ended December 31, 2007 for an increase of $1,307 or 0.1%.
Dividend Income
Dividend income earned in 2008 was $2,509,966 vs. $2,419,476 in 2007, for an increase of $90,490, or 3.7%. In 2006, dividend income was $2,273,737.
Investment Gains
Gains on the sale of investments were $17,249,716 in 2008 vs. $14,853,934 in 2007, and $3,316,710 in 2006. A major reason for the increase in Gains on the sale of investments in 2008 is that the Company realized $1,173,622 in gains on a security that was sold as the result of a merger. This stock would not have otherwise been sold but would have been held by the Company as of December 31, 2008.
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The sum of dividend income plus investment gain from sale of securities was $19,759,682 in 2008, $17,273,410 in 2007, and $5,590,447 in 2006.
LIQUIDITY AND CAPITAL RESOURCES
The Company’s management has pursued a policy of maintaining sufficient liquidity and capital resources in order to assure continued availability of necessary funds for the viability and projected growth of all ongoing projects.
At December 31, 2008, the Company had $32,973,248 in short-term debt versus $47,214,047 at December 31, 2007. The following amounts are included in short-term debt at December 31, 2008 and December 31, 2007: Income Taxes Payable of $2,643,958 and $1,295,668 respectively, Deferred Tax Liability of $8,066,823 and $15,726,213 respectively, and Securities borrowed at fair market value of $107,871 and $20,362,259. The Deferred Tax Liability represents taxes due on the unrealized gain of the investment portfolio and Securities borrowed at fair market value represent short positions in common stock.
At December 31, 2008, stockholders’ equity was $43,460,641 vs. $54,915,885 at December 31, 2007. At December 31, 2008 the Company’s security portfolio had a market value of $68,339,143 versus $74,919,193 at December 31, 2007. At December 31, 2008, the Company’s total liabilities and stockholders’ equity were $76,824,181 versus $102,560,500 at December 31, 2007.
Income from the Company’s security portfolio is a major asset for the Company as it conintues its efforts in research and marketing staff. At December 31, 2008, the Company is in a satisfactory financial position with adequate funds available for its immediate and anticipated needs. The Company plans its budgetary outlays on the assumption that the raising of additional financial capital may be difficult in the next 2 to 4 years. The Company believes that its present liquidity and assets are adequate to sustain the expenses associated with its sales and marketing program.
The following table shows the Cost, Market Value, Net Unrealized Gain, Unrealized Gain and Loss at December 31st from 2004 through 2008.
| | | | | | | | | | | | | | | | |
Valuation Date: | | Cost | | Fair Market Value | | Net Unrealized Gain | | Unrealized Gains | | Unrealized Losses | |
| | | �� | | | | | | | | |
December 31, 2008 | | $ | 50,709,601 | | $ | 68,339,143 | | $ | 17,629,542 | | $ | 28,469,540 | | $ | (10,839,998 | ) |
December 31, 2007 | | | 29,987,157 | | | 74,919,193 | | | 44,932,036 | | | 47,386,399 | | | (2,454,363 | ) |
December 31, 2006 | | | 23,307,390 | | | 66,968,446 | | | 43,661,056 | | | 43,927,770 | | | (266,714 | ) |
December 31, 2005 | | | 25,649,467 | | | 57,246,006 | | | 31,596,539 | | | 32,440,131 | | | (843,592 | ) |
December 31, 2004 | | | 22,907,780 | | | 54,806,400 | | | 31,898,620 | | | 32,133,292 | | | (234,672 | ) |
The Company’s invested capital has increased over the past 5 years, going from $22,907,780 in 2004 to $50,709,601 in 2008. The value of the Company’s investments increased from $54,806,400 in 2004 to $68,339,143 during this 5 year period. The Company has been able to partially offset the continuing operating losses which in 2007 were the highest in the Company’s history. The increase in value of the Company’s assets provides an underpinning for the Company’s expanding activities. While there can be no assurance that these assets will not decrease in value, it is unlikely, at the present time, that they will go back to historical cost. The Company feels, however, that with respect to the Blood Volume Analyzer and the Blood Optimization Program, it is undercapitalized. Recent inquiries have indicated that additional capital is not available on reasonable terms without great dilution to existing shareholders. The Company believes that if the blood volume analyzer becomes a standard of care in any one of the areas described in this 10-K filing, it will then have much easier access to additional capital.
CRITICAL ACCOUNTING POLICIES
Available for Sale Securities
Available-for-sale securities represent investments in debt and equity securities (primarily common and preferred stock of utility companies)that management has determined meet the definition of available-for-sale under SFAS No. 115, Accounting for Certain Investments in Debt and Equity Securities. Accordingly, these investments are stated at fair market value and all unrealized holding gains or losses are recorded in the Stockholders’ Equity section as Accumulated Other Comprehensive Income (Loss). Conversely, all realized gains, losses and earnings are recorded in the Statement of Operations under Other Income (Expense).
The company will also engage in the short selling of stock. When this occurs, the short position is marked to the market and this adjustment is recorded in the Statement of Operations. Any gain or loss is recorded for the period presented
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Historical cost is used by the Company to determine all gains and losses, and fair market value is obtained by readily available market quotes on all securities.
The Company’s investment goals, strategies and policies are as follows:
| | |
1. | The Company’s investment goals are capital preservation and maintaining returns on this capital with a high degree of safety. |
| | |
2. | The Company maintains a diversified securities portfolio comprised primarily of electric utility preferred and common stocks. The Company also sells covered calls on portions of its portfolio and also sells puts on stocks it is willing to own. It also sells uncovered calls and will engage in short positions up to 15% of the value of its portfolio. The Company’s short position may temporarily rise to 20% of the Company’s portfolio without any specific action because of changes in valuation, but should not exceed this amount. The Company’s investment policy is to maintain approximately of 80% of its portfolio in electric utilities. Investments in utilities are primarily in electric companies. Investments in non-utility stocks will not exceed 15% of the portfolio. |
| | |
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 company’s investments. The risk of this strategy is that investments the company may have preferred to retain can be called away. Therefore, a limitation of 20% is placed on the amount of stock on which options which can be written. The amount of the portfolio on which options are actually written is usually between 3-10% of the portfolio. The actual turnover of the portfolio is such that the average holding period is in excess of 5 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 limits its speculative transactions to no more than 15% of the value of the portfolio. The company may sell uncovered calls on certain stocks. If the stock price does not rise to the price of the calls, the option is not exercised, and the company records the proceeds from the sale of the call as income. If the call is exercised, the company will have a short position in the related stock. The company then has the choice of covering the short position or selling a put against it. If the put is exercised, the short position is covered. The company’s 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 average 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 its stock. |
Management’s Discussion and Analysis of Financial Condition and Results of Operations discuss the Company’s condensed consolidated financial statements, which have been prepared in accordance with US GAAP. The Company considers the following accounting policies to be critical accounting policies.
Revenue Recognition
The Company recognizes operational revenues from several sources. The first source is the outright sale of equipment, the Blood Volume Analyzer, to customers. The second source is the sale and associated shipping revenues of single-use radioisotope doses (Volumex) that are injected into the patient and measured by the Blood Volume Analyzer. The third source of revenue is service contracts on the Blood Volume Analyzer, after it has been sold to a customer. The fourth source of revenue is the storage fees associated with cryobanked blood and semen specimens. The fifth is lab revenues from laboratory services, and the sixth is revenue from semen sales.
The Company currently offers three different methods of purchasing the Blood Volume Analyzer equipment. A customer may purchase the equipment directly, lease the equipment, or rent the equipment on a month-to-month basis. The revenues generated by a direct sale or a monthly rental are recognized as revenue in the period in which the sale or rental occurred. If a customer is to select the “lease” option, the Company refers its customer to a third party finance company with which it has established a relationship, and if the lease is approved, the Company receives 100% of the sales proceeds from the finance company and recognizes 100% of the revenue. The finance company then deals directly with the customer with regard to lease payments and related collections. Daxor Corporation does not guarantee payments to the leasing company.
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The sales of the single-use radioisotope doses (Volumex) that are used in conjunction with the Blood Volume Analyzer are recognized as revenue in the period in which the sale occurred.
When Blood Volume Analyzer equipment has been sold to a customer, the Company offers a one year warranty on the product, which covers all mechanical failures. This one year warranty is effective on the date of sale of the equipment. After the one year period expires, customers may purchase a service contract through the Company. Historically, service contracts were recorded by the Company as deferred revenue and were amortized into income in the period in which they were earned. Effective January 1, 2006, the Company began offering service contracts priced on an annual basis which are billed annually or quarterly depending upon the contractual arrangement with the customer. There were four hospitals that the Company billed during the year ended December 31, 2008 for the entire amount of their annual service contract. At December 31, 2008 and December 31, 2007, deferred revenue pertaining to the historical service contracts was $17,042 and $7,417 respectively.
The storage fees associated with the cryobanked blood and semen samples are recognized as income in the period for which the fee applies. The Company invoices customers for storage fees for various time periods. These time periods range from one month up to one, two or three years. The Company will only recognize revenue for those storage fees that are earned in the current reporting period, and will defer the remaining revenues to the period in which they are earned. Effective October, 2005, the Company has altered our billing procedure as such that clients will only be billed on a quarterly basis. Therefore, future revenue recognition will not include deferred revenue on the storage fees, but rather will be earned in the same period in which the invoices are generated.
Comprehensive Income (Loss)
The Company reports components of comprehensive income under the requirements of SFAS No. 130, Reporting Comprehensive Income. This statement establishes rules for the reporting of comprehensive income and requires certain transactions to be presented as separate components of stockholders’ equity. The Company currently reports the unrealized holding gains and losses on available-for-sale securities, net of deferred taxes, as accumulated other comprehensive income (loss).
Product Warrantees and Related Liabilities
The Company offers a one year warranty on the Blood Volume Analyzer equipment. This warranty is effective on the date of sale and covers all mechanical failures of the equipment. All major components of the equipment are purchased and warranted by the original third party manufacturers.
Once the initial one year warranty period has expired, customers may purchase annual service contracts for the equipment. These service contracts warranty the mechanical failures of the equipment that are not associated with normal wear-and-tear of the components.
To date, the Company has not experienced any major mechanical failures on any equipment sold. In addition, the majority of the potential liability would revert to the original manufacturer. Due to this history, a liability has not been recorded with respect to product / warranty liability.
Use of Estimates
The preparation of financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as of the dates of the financial statements and the results of operations during the reporting periods.. Although these estimates are based upon management’s best knowledge of current events and actions, actual results could differ from those estimates
Income Taxes
The Company accounts for income taxes under the provisions of SFAS No. 109, Accounting for Income Taxes. This pronouncement requires recognition of deferred tax assets and liabilities for the estimated future tax consequences of event attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and operating loss and tax credit carry forwards. Deferred tax assets and liabilities are measured using enacted tax rates in effect for the year in which the differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of changes in tax rates is recognized in the statement of operations in the period in which the enactment rate changes. Deferred tax assets and liabilities are reduced through the establishment of a valuation allowance at such time as, based on available evidence, it is more likely than not that the deferred tax assets will not be realized.
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Contractual Obligations
In December 2002, the Company signed a lease which commenced on January 1, 2003, for its existing facility at the Empire State Building. The lease expires on December 31, 2015. The Company has occupied this space since January 1992. The company currently occupies approximately 7,200 square feet. There are options for an additional 18,000 square feet of space. The Company has acquired a 20,000 square foot manufacturing facility in Oak Ridge, Tennessee which is currently manufacturing the BVA-100 Blood Volume Analyzers, and where R&D activities are performed. The Company’s Volumex syringes are filled by an FDA approved radio pharmaceutical manufacturer. The manufacturer has worked with Daxor since 1987. The manufacturer’s prices are reviewed annually.
TABULAR DISCLOSURE OF CONTRACTUAL OBLIGATIONS
| | | | | | | | | | | | | | | | |
| | | | Payments Due By Period | |
Contractual Obligations | | Total | | Less Than 1 Year | | 1 – 3 Years | | 3 – 5 Years | | More Than 5 years | |
| | | | | | | | | | | | | | | | |
(Long-Term Debt Obligations)1 | | $ | 515,542 | | $ | 71,190 | | $ | 142,380 | | $ | 301,972 | | | 0 | |
| | | | | | | | | | | | | | | | |
(Capital Lease Obligations) | | | 0 | | | 0 | | | 0 | | | 0 | | | 0 | |
| | | | | | | | | | | | | | | | |
(Operating Lease Obligations)2 | | $ | 2,205,588 | | $ | 315,084 | | $ | 630,168 | | $ | 630,168 | | $ | 630,168 | |
| | | | | | | | | | | | | | | | |
(Purchase Obligations) | | | 0 | | | 0 | | | 0 | | | 0 | | | 0 | |
| | | | | | | | | | | | | | | | |
(Other Long-Term Liabilities Reflected on the Registrant’s Balance Sheet under GAAP) | | | 0 | | | 0 | | | 0 | | | 0 | | | 0 | |
| | | | | | | | | | | | | | | | |
Total | | $ | 2,721,130 | | $ | 386,274 | | $ | 772,548 | | $ | 932,140 | | $ | 630,168 | |
| | | | | | | | | | | | | | | | |
1This amount represents the total monthly mortgage payment of $5,932 which includes principal and interest for the property purchased at 107 and 109 Meco Lane in Oak Ridge, Tennessee. There is a monthly payment of $5,932 through December of 2011. The Company has the option of making a balloon payment of $301,972 in January of 2012 or refinancing the remaining amount of the mortgage.
2This amount represents a total monthly rental payment of $26,257 which consists of base rent of $25,535 and $722 for two separate spaces at 350 5th Avenue.
Summary of Actual Portfolio Investments
The company’s portfolio value is exposed to fluctuations in the general value of 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 company’s cost of borrowing.
Because of the size of the unrealized gains in the company’s portfolio, the company does not anticipate any changes which could reduce the value of the company’s utility portfolio below historical cost. Utilities operate in an environment of federal, state and local regulations, and they may disproportionately affect an individual utility. The company’s exposure to regulatory risk is mitigated due to it’s diversity of holdings. At December 31, 2008 and 2007, the company held 104 and 63 separate stocks, respectively.
Puts and calls are 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”.
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December 31, 2008
The following is summary information on the actual Securities Portfolio held by Daxor Corporation during the year ended and as at December 31, 2008:
| | | | | | | | | | | | | | | | | | | |
Description | | Percent of Portfolio Cost | | Cost | | Market Value | | Unrealized Gains | | Unrealized Losses | | Dividends and Interest | |
| | | | | | | | | | | | | |
Utilities-Common Stock | | | 63.25 | % | $ | 32,074,124 | | $ | 53,875,289 | | $ | 27,660,548 | | $ | (5,859,383 | ) | $ | 2,096,733 | |
Non-Utilities Common | | | 30.95 | % | | 15,692,238 | | | 12,035,699 | | | 610,069 | | | (4,266,608 | ) | | 124,453 | |
Total Common Stock | | | 94.20 | % | | 47,766,362 | | | 65,910,988 | | | 28,270,617 | | | (10,125,991 | ) | | 2,221,186 | |
Mutual Funds-Non-Utilities | | | 0.34 | % | | 172,710 | | | 165,500 | | | 0 | | | (7,210 | ) | | | |
Utilities-Preferred Stock | | | 0.53 | % | | 270,498 | | | 438,884 | | | 173,317 | | | (4,931 | ) | | 26,523 | |
Non-Utilities- Preferred | | | 4.87 | % | | 2,467,026 | | | 1,823,771 | | | 25,606 | | | (668,861 | ) | | 123,134 | |
Total Preferred Stock | | | 5.40 | % | | 2,737,524 | | | 2,262,655 | | | 198,923 | | | (673,792 | ) | | 149,657 | |
Total Equities | | | 99.94 | % | | 50,676,596 | | | 68,339,143 | | | 28,469,540 | | | (10,806,993 | ) | | 2,370,843 | |
Utilities-Bonds | | | .06 | % | | 33,005 | | | 0 | | | 0 | | | (33,005 | ) | | 0 | |
Total Portfolio | | | 100.00 | % | $ | 50,709,601 | | $ | 68,339,143 | | $ | 28,469,540 | | $ | (10,839,998 | ) | $ | 2,370,843 | |
| | | | | | | | | | | | | | | | | | | |
During the year ended December 31, 2008, the Company received $ 87,465 of dividends on stocks that were not in the Securities Portfolio at December 31, 2008 and was charged $32,483 for dividends on short positions. The Company also received $84,141 in money market dividends.
Summary of Put and Call Options at December 31, 2008
| | | | | | | | | | | | | |
Description | | Proceeds Received | | Market Value | | Unrealized Gains | | Unrealized Losses | |
| | | | | | | | | |
Puts | | $ | 7,125,645 | | $ | 7,118,277 | | $ | 2,364,802 | | $ | (2,357,434 | ) |
Calls | | $ | 6,686,330 | | $ | 1,306,082 | | $ | 5,575,222 | | $ | (194,974 | ) |
| | | | | | | | | | | | | |
Total Puts and Calls | | $ | 13,811,975 | | $ | 8,424,359 | | $ | 7,940,024 | | $ | (2,552,408 | ) |
| | | | | | | | | | | | | |
December 31, 2007
The following is summary information on the actual Securities Portfolio held by Daxor Corporation during the year ended and as at December 31, 2007:
| | | | | | | | | | | | | | | | | | | |
Description | | Percent of Portfolio Cost | | Cost | | Market Value | | Unrealized Gains | | Unrealized Losses | | Dividends and Interest | |
| | | | | | | | | | | | | |
Utilities-Common Stock | | | 86.51 | % | $ | 25,941,264 | | $ | 70,550,992 | | $ | 46,696,888 | | | (2,087,160 | ) | $ | 1,957,012 | |
| | | | | | | | | | | | | | | | | | | |
Non-Utilities Common | | | 9.68 | % | | 2,903,548 | | | 2,770,677 | | | 226,645 | | | (359,516 | ) | | 4,640 | |
Total Common Stock | | | 96.19 | % | | 28,844,812 | | | 73,321,669 | | | 46,923,533 | | | (2,446,676 | ) | | 1,961,652 | |
Utilities-Preferred Stock | | | 2.25 | % | | 673,367 | | | 968,869 | | | 295,502 | | | 0 | | | 47,594 | |
Non-Utilities- Preferred | | | .95 | % | | 284,332 | | | 282,105 | | | 5,460 | | | (7,687 | ) | | 9,444 | |
Total Preferred Stock | | | 3.20 | % | | 957,699 | | | 1,250,974 | | | 300,962 | | | (7,687 | ) | | 57,038 | |
Total Equities | | | 99.39 | % | | 29,802,511 | | | 74,572,643 | | | 47,224,495 | | | (2,454,363 | ) | | 2,018,690 | |
Utilities-Bonds | | | .51 | % | | 151,881 | | | 289,550 | | | 137,669 | | | 0 | | | 0 | |
Non-Utilities- Bonds | | | .10 | % | | 32,765 | | | 57,000 | | | 24,235 | | | 0 | | | 3,687 | |
Total Bonds | | | .61 | % | | 184,646 | | | 346,550 | | | 161,904 | | | 0 | | | 3,687 | |
| | | | | | | | | | | | | | | | | | | |
Total Portfolio | | | 100.00 | % | $ | 29,987,157 | | $ | 74,919,193 | | $ | 47,386,399 | | $ | (2,454,363 | ) | $ | 2,022,377 | |
| | | | | | | | | | | | | | | | | | | |
27
During the year ended December 31, 2007, the Company received $381,578 of dividends on stocks that were not in the Securities Portfolio at December 31, 2007 and was charged $74,427 for dividends on short positions. The Company also received $93,635 in money market dividends.
Summary of Put and Call Options at December 31, 2007
| | | | | | | | | | | | | |
Description | | Proceeds Received | | Market Value | | Unrealized Gains | | Unrealized Losses | |
| | | | | | | | | |
Puts | | $ | 1,545,102 | | $ | 2,172,670 | | $ | 360,565 | | $ | (988,133 | ) |
Calls | | $ | 6,100,731 | | $ | 3,799,962 | | $ | 3,602,061 | | $ | (1,301,292 | ) |
| | | | | | | | | | | | | |
Total Puts and Calls | | $ | 7,645,833 | | $ | 5,972,632 | | $ | 3,962,626 | | $ | (2,289,425 | ) |
| | | | | | | | | | | | | |
Item 7A: Quantitative and Qualitative Disclosures about Market Risk.
In light of the Safe Harbor provisions so that a company could not be considered an investment company, we have done an analysis of what would have occurred if the company had elected to use a Safe Harbor provision instead of the cash management program that it developed which utilizes dividend paying utilities combined with option sales. It should be noted that it is not mandatory to utilize T-bills, only that it is a Safe Harbor provision, where one is not required to explain or justify that one is an operating company rather than in investment company. We elected to augment the company’s revenue rather than accept the Safe Harbor T-bill scenario. We understood that there were risks, and the concept was approved by the Board of Directors of Daxor before this policy was inaugurated.
The Board of Directors reviews and approves the investment policy at least once a year. The current policy is: 1) the primary investments are in electric utilities; no more than 20% of the company’s assets can be in “shorts” at any one time; 2)the company can continue to sell covered call options; sell naked put options on securities it is willing to own; 3) concentration of no more than 10% of any one stock in the portfolio; 4) if a stock were to grow to more than 10% due to natural increase in value, it is exempt from the 10% concentration rule. The Company has always had on its Board of Directors, for the last twenty years, at least one person who could be considered an expert on investing accounting policy with Wall Street experience.
In 1985, the Company had a secondary offering which raised approximately $7.1 million. In 1984, prior to clearance by the SEC of the underwriting, the Company had its cash management policy of investing in electric utilities reviewed by the SEC. The SEC reviewed the policy and the Company’s operations, and permitted the secondary offering to proceed without any alterations. In 1992, the Company had its cash management investment policies questioned by the SEC and no action was taken against the Company. The following graphs illustrate what would have happened to the company if the Company had chosen at that time, beginning in 1993, to undertake a so-called Safe Harbor policy. Two separate T-bill rates were used for this analysis; one for an average rate of approximately 2%, and one for an average rate of approximately 3%. The 2% and 3% scenarios are reasonable approximations of which the Company might have encountered during this time. During the 16 year period of 1993-2008 which is covered in this analysis, the annual yield on U.S. Treasuries at a one year constant maturity varied from 1.24% to 6.11%.
In November 2005, the Company’s cash policy was again questioned by the SEC and a formal response was provided by the Company on January 13, 2006. The following additional information is provided to illustrate what the Company’s current financial position would have been had it followed a simple policy of investing its cash in treasury securities. The Company also is providing a graph adapted from information provided on the Federal Reserve website atwww.federalreserve.gov. The company provided similar information in an amended 10-K filed on November 9, 2006. The current graphs include the year ended December 31, 2008.
Graph 1 illustrates three sets of data from 1993 to 2008: 1) the company’s reported net income from all sources, 2) the company’s operation income minus operating expenses, and 3) a hypothetical net income calculated assuming that, rather than following its existing investment policy, the Company had invested in Treasury Bills and received an interest rate of 2%.
28
Graph 1: Comparison of Net Earnings with Hypothetical Earnings That Would Have Resulted Had the Company Invested in Treasury Bills from 1993 to 2008 and Received a 2% Interest Rate
For the years ended December 31, 2008 and 2007, the Company had net income of $15,123,269 and $10,647,216 respectively. However, for the years ended December 31, 2006, 2005 and 2004, the company recorded losses of $785,531, $1,335,981 and $389,622 despite supplemental revenue from investments. For the years ended December 31, 1996 through December 31,2002, the company sustained heavy operating losses but was close to breaking even due to supplemental income. From 1993 to 1995, the company reported a net profit despite increasing losses from operations. As can be seen, from 1993 through 1995, the company also sustained operating losses.
Had the company invested in Treasury Bills and received a 2% interest rate, the annual losses for 2005 through 2008 would have been approximately $5 million. In 2004, the loss would have been over $3 million and in 2003 close to $3 million. From 1996-2002, the company would have lost approximately $2 million each year.
29
Graph 2: Comparison of Net Earnings with Hypothetical Earnings That Would Have Resulted Had the Company Invested in Treasury Bills from 1993 to 2008 and Received a 3% Interest Rate
Graph 2 shows the same basic scenario as Graph 1, except that the hypothetical net income was calculated assuming a 3% interest rate from Treasury Bills. The results are similar to those from Graph 1, but the loss is slightly lower because of the 1% higher interest rate.
30
Graph 3: Hypothetical Change in Company Assets that Would Have Occurred Had Persistent Losses from Investment in Treasury Bills with a 2% Rate of Interest Forced the Company to Cover Losses by Liquidating Sections of its Portfolio
Graph 3 compares the Company’s marketable securities at cost with a hypothetical value of securities. This hypothetical value was calculated assuming that the Company had begun investing in Treasury Bills in 1993 and received a 2% interest rate. The marketable securities at cost approximately represent the amount of money the Company has available, or its approximate assets. Using our existing investment policy, the cost of the Company’s marketable securities has gradually increased from approximately $28 million at December 31, 1993 to approximately $50 million at December 31, 2008.
Had the company invested in Treasury Bills, because of the continuing net loss (as demonstrated in Graph 1), the Company would have been forced to steadily sell investment capital to cover those losses. The calculations take this dwindling supply of capital into account. Lost capital would only have been partially replaced by interest on the Treasury Bills, and the amount of investment income would have declined as the amount of capital decreased. By year end 2004, the value of the Company’s securities would have dwindled to approximately $7 million, from a starting point of over $27 million. By year end 2005, the estimated value of the securities would have fallen to approximately $2 million and the Company would likely have faced likely bankruptcy by the end of 2006.
31
Graph 4: Hypothetical Change in Company Assets that Would Have Occurred Had Persistent Losses from Investment in Treasury Bills a 3% Rate of Interest Forced the Company to Cover Losses by Liquidating Sections of its Portfolio
Graph 4 illustrates the same scenario as Graph 3, but assuming a 3% interest rate from Treasury Bills. The loss is somewhat less in this scenario, but by year end 2004, securities would have fallen to approximately $10 million, and the estimated value of the securities by 2005 would have been approximately $5 million by the end of 2005. Under this scenario, the Company would have been facing bankruptcy by the end of 2007.
32
Graph 5: Loans Payable per Year
Graph 5 illustrates the Company’s loans payable at December 31 from 1993 to 2008. From 1993 to 1995, the amount of loans payable decreased sharply, and then stayed in a narrow range from 1995 to 2001, remaining below $3 million and reaching a low of $1 million at December 31, 2001. After 2001, because of the company’s expanded research and development, the amount of loans began to increase steadily until December 31, 2005, when they exceeded the 1993 amount. By December 31, 2007, the amount of loans returned somewhat to 2004 levels. The increase in the loan balance at December 31, 2008 is mainly a result of the increased cost of the investment portfolio.
33
Graph 6: Operating Revenues and Total Expenses from 1993 to 2008
Graph 6 illustrates operational revenues and total expenses from 1993 to 2008. Operational revenues dropped sharply between 1995 and 1996. Between 1998 and 1999, operational revenues began to recover, and reached pre-1995 levels in 2007. Expenses were fairly constant between 1993 and 2001, but they have increased since 2001 because of the expansion in research, development, and marketing. Throughout the entire sixteen year period of 1993-2008, operating expenses have exceeded operating revenues each year.
34
Graph 7: Marketable Securities at Cost Compared to the Rate of Return
Graph 7 shows the cost of securities compared with rate of return (investment income/cost of securities) from 1993 to 2008. The rate of return includes dividends and net profits from security sales, but it does not include unrealized profits. If unrealized profits had been included, the rate of return would have been higher.
The actual rate of return is more than three times the rate of return that the company would have received if the Company had invested exclusively in Treasury Bills. The Company, therefore, has benefited from the cash management policy of the past 16 years.
Graph 8: Portfolio of Treasury Securities at One Year constant maturity from 1993 -2008 from Federal Reserve Bank Data.
35
Graph 8 shows the market yield for the past 15 years on U.S Government Treasury securities at a one year constant maturity. The yields have ranged from a high of 6.11% in 2000 down to a low of 1.24% in 2003. The average yield for the past sixteen years is 4.10%, and the average interest rate for the past five years is 3.36%.
Graph 9: Comparison of Net Earnings with Hypothetical Earnings That Would Have Resulted Had the Company Invested in Treasury Bills with Yields reported by the Federal Reserve Bank from 1993-2008.
Graph 9 illustrates the same three sets of data as graphs 1 and 2, utilizing interest rates from Graph 8. The results are similar to those from the previous two graphs, validating the accuracy of those hypothetical predictions. Had the company invested in these or similar Treasury Bills, the company would have faced persistent losses over this 16 year period.
36
Graph 10: Hypothetical Change in Company Assets that Would Have Occurred Had Persistent Losses from Investment in Treasury Bills with Yields Reported by the Federal Reserve Bank Forced the Company to Cover Losses by Liquidating Sections of its Portfolio
Graph 10 illustrates the same scenario as Graphs 3 and 4, utilizing the interest rates from Graph 8. Again, the results are very similar to those from graphs 4 and 5, providing validation for the hypothetical predictions. By year end 2004, securities would have fallen to approximately $15 million, and securities by year end 2005 to been approximately $10 million. Had the company invested in these or similar Treasury Bills, by year end 2006, the value of the securities would have fallen to $5 million and the Company would likely have faced bankruptcy in 2007.
37
Item 8: Financial Statements and Supplementary Data.
Index to Consolidated Financial Statements
38
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Stockholders and Board of Directors of Daxor Corporation
We have audited the accompanying consolidated balance sheets of Daxor Corporation and subsidiary (the “Company”) as of December 31, 2008 and 2007, and the related consolidated statements of operations, stockholders’ equity and comprehensive income (loss), and cash flows for each of the three years in the period ended December 31, 2008. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audits.
We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the consolidated financial position of Daxor Corporation and subsidiary as of December 31, 2008 and 2007, and the consolidated results of its operations and its cash flows for each of the three years in the period ended December 31, 2008, in conformity with U.S. generally accepted accounting principles.
/s/ Rotenberg Meril Solomon Bertiger & Guttilla, P.C.
Saddle Brook, NJ
March 20, 2009
39
DAXOR CORPORATION AND SUBSIDIARY
CONSOLIDATED FINANCIAL STATEMENTS
DAXOR CORPORATION AND SUBSIDIARY
CONSOLIDATED BALANCE SHEETS
| | | | | | | |
| | December 31, 2008 | | December 31, 2007 | |
| | | | | |
|
| | | | | |
ASSETS | | | | | | | |
| | | | | | | |
| | | | | | | |
CURRENT ASSETS | | | | | | | |
| | | | | | | |
Cash and cash equivalents, including $1,994,558 of Treasury Bills in 2008 and $1,970,872 at 2007 | | $ | 2,545,040 | | $ | 2,029,834 | |
Receivable from broker(held in money market accounts) | | | 2,829,979 | | | 10,495,417 | |
Available-for-sale securities, at fair value | | | 68,339,143 | | | 74,919,193 | |
Securities sold, not received, at fair value | | | — | | | 12,404,409 | |
Accounts receivable, net of reserve of $88,645 in 2007 and $57,655 in 2007 | | | 205,568 | | | 214,334 | |
Inventory | | | 426,826 | | | 255,834 | |
Prepaid expenses and other current assets | | | 131,912 | | | 145,827 | |
| | | | | | | |
| | | | | | | |
Total Current Assets | | | 74,478,468 | | | 100,464,848 | |
| | | | | | | |
Property and equipment, net | | | 2,308,555 | | | 2,058,494 | |
Other assets | | | 37,158 | | | 37,158 | |
| | | | | | | |
| | | | | | | |
Total Assets | | $ | 76,824,181 | | $ | 102,560,500 | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
LIABILITIES AND STOCKHOLDERS’ EQUITY | | | | | | | |
| | | | | | | |
| | | | | | | |
CURRENT LIABILITIES | | | | | | | |
| | | | | | | |
Accounts payable and accrued liabilities | | $ | 604,420 | | $ | 498,212 | |
Loans payable | | | 13,052,162 | | | 3,314,303 | |
Income taxes payable | | | 2,643,958 | | | 1,295,668 | |
Mortgage payable, current portion | | | 40,306 | | | 37,313 | |
Puts and calls, at fair value | | | 8,424,359 | | | 5,972,632 | |
Securities borrowed, at fair value | | | 107,871 | | | 20,362,259 | |
Deferred revenue | | | 33,349 | | | 7,417 | |
Deferred income taxes | | | 8,066,823 | | | 15,726,213 | |
| | | | | | | |
| | | | | | | |
Total Current Liabilities | | | 32,973,248 | | | 47,214,017 | |
| | | | | | | |
LONG TERM LIABILITIES | | | | | | | |
| | | | | | | |
Mortgage payable, less current portion | | | 390,292 | | | 430,598 | |
| | | | | | | |
Total Liabilities | | | 33,363,540 | | | 47,644,615 | |
| | | | | | | |
COMMITMENTS AND CONTINGENCIES | | | | | | | |
| | | | | | | |
STOCKHOLDERS’ EQUITY | | | | | | | |
Common stock, $.01 par value | | | | | | | |
Authorized - 10,000,000 shares | | | | | | | |
Issued - 5,316,550 shares | | | | | | | |
Outstanding – 4,289,118 and 4,468,618 shares, respectively | | | 53,165 | | | 53,165 | |
Additional paid in capital | | | 10,660,547 | | | 10,594,161 | |
Accumulated other comprehensive income | | | 11,459,203 | | | 29,205,823 | |
Retained earnings | | | 32,158,138 | | | 23,487,371 | |
Less: cost of common stock held in treasury, at cost, 1,027,432 shares in 2008 and 847,932 in 2007 | | | (10,870,412 | ) | | (8,424,635 | ) |
| | | | | | | |
Total Stockholders’ Equity | | | 43,460,641 | | | 54,915,885 | |
| | | | | | | |
Total Liabilities and Stockholders’ Equity | | $ | 76,824,181 | | $ | 102,560,500 | |
| | | | | | | |
See accompanying notes to consolidated financial statements
40
DAXOR CORPORATION AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF OPERATIONS
FOR THE YEARS ENDED DECEMBER 31
| | | | | | | | | | |
REVENUES: | | 2008 | | 2007 | | 2006 | |
| | | | | | | |
| | | | | | | | | | |
Operating revenues - equipment sales and related services | | $ | 1,381,105 | | $ | 1,453,201 | | $ | 1,055,706 | |
Operating revenues - cryobanking and related services | | | 379,950 | | | 416,578 | | | 430,743 | |
| | | | | | | | | | |
|
Total Revenues | | | 1,761,055 | | | 1,869,779 | | | 1,486,449 | |
| | | | | | | | | | |
|
Costs of Sales: | | | | | | | | | | |
Costs of equipment sales and related services | | | 674,576 | | | 634,938 | | | 585,742 | |
Costs of cryobanking and related services | | | 42,702 | | | 47,848 | | | 45,825 | |
| | | | | | | | | | |
|
Total Costs of Sales | | | 717,278 | | | 682,786 | | | 631,567 | |
| | | | | | | | | | |
|
Gross Profit | | | 1,043,777 | | | 1,186,993 | | | 854,882 | |
| | | | | | | | | | |
| | | | | | | | | | |
OPERATING EXPENSES: | | | | | | | | | | |
| | | | | | | | | | |
Research and development expenses: | | | | | | | | | | |
Research and development-equipment sales and related services | | | 2,257,601 | | | 2,390,352 | | | 2,195,371 | |
Research and development-cryobanking and related services | | | 180,822 | | | 186,356 | | | 137,028 | |
| | | | | | | | | | |
|
Total Research and Development Expenses | | | 2,438,423 | | | 2,576,708 | | | 2,332,399 | |
| | | | | | | | | | |
|
Selling, General & Administrative Expenses: | | | | | | | | | | |
Selling, general, and administrative; equipment sales and related services | | | 3,085,575 | | | 3,326,211 | | | 3,645,655 | |
Selling, general & administrative; cryobanking and related services | | | 726,931 | | | 714,944 | | | 301,749 | |
| | | | | | | | | | |
|
Total Selling, General & Administrative Expenses | | | 3,812,506 | | | 4,041,155 | | | 3,947,404 | |
| | | | | | | | | | |
|
Total Operating Expenses | | | 6,250,929 | | | 6,617,863 | | | 6,279,803 | |
| | | | | | | | | | |
|
Loss from Operations | | | (5,207,152 | ) | | (5,430,870 | ) | | (5,424,921 | ) |
| | | | | | | | | | |
|
Other income (expenses): | | | | | | | | | | |
Dividend income-investment portfolio | | | 2,509,966 | | | 2,419,476 | | | 2,273,737 | |
Realized gains on sale of securities, net | | | 17,249,716 | | | 14,853,934 | | | 3,316,710 | |
Mark to market of short positions | | | 5,364,215 | | | 357,337 | | | (544,629 | ) |
Other revenues | | | 11,924 | | | 11,112 | | | 13,838 | |
Interest expense, net of interest income of $37,408,$12,838 and $3,699 | | | (147,501 | ) | | (197,211 | ) | | (363,952 | ) |
Administrative expenses relating to portfolio investments | | | (99,935 | ) | | (55,538 | ) | | (44,564 | ) |
| | | | | | | | | | |
|
Total Other income, net | | | 24,888,385 | | | 17,389,110 | | | 4,651,140 | |
|
Income (Loss) before income taxes | | $ | 19,681,233 | | $ | 11,958,240 | | $ | (773,781 | ) |
|
Provision for income taxes | | | 4,557,964 | | | 1,311,024 | | | 11,750 | |
| | | | | | | | | | |
|
Net Income (Loss) | | $ | 15,123,269 | | $ | 10,647,216 | | $ | (785,531 | ) |
| | | | | | | | | | |
|
Weighted average number of shares outstanding - basic | | | 4,350,951 | | | 4,572,119 | | | 4,625,168 | |
Net income (loss) per common equivalent share - basic | | $ | 3.48 | | $ | 2.33 | | $ | (0.17 | ) |
|
Weighted average number of shares outstanding - diluted | | | 4,375,623 | | | 4,572,119 | | | 4,625,168 | |
Net income (loss) per common equivalent share - diluted | | $ | 3.46 | | $ | 2.33 | | $ | (0.17 | ) |
41
DAXOR CORPORATION AND SUBSIDIARY
STATEMENTS OF STOCKHOLDERS’ EQUITY AND COMPREHENSIVE INCOME (LOSS)
| | | | | | | | | | | | | | | | | | | | | | | | | |
| | Common Stock | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | |
| | Number of Shares Outstanding | | Amount | | Additional Paid in Capital | | Accumulated Other Comprehensive Income | | Retained Earnings | | Treasury Stock | | Total | | Comprehensive Income (Loss) | |
| | | | | | | | | | | | | | | | | |
|
Balances, December 31, 2005 | | | 4,630,426 | | $ | 53,165 | | $ | 10,303,902 | | $ | 20,537,750 | | $ | 13,625,686 | | $ | (5,775,702 | ) | $ | 38,744,801 | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | |
Change in unrealized gain on securities, net of$4,222,581deferred taxes | | | | | | | | | | | | 7,841,937 | | | | | | | | | 7,841,937 | | $ | 7,841,937 | |
| | | | | | | | | | | | | | | | | | | | | | | | | |
Option based compensation expense | | | | | | | | | 77,980 | | | | | | | | | | | | 77,980 | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | |
Net loss | | | | | | | | | | | | | | | (785,531 | ) | | | | | (785,531 | ) | | (785,531 | ) |
| | | | | | | | | | | | | | | | | | | | | | | | | |
Purchase of treasury stock | | | (15,100 | ) | | | | | | | | | | | | | | (241,395 | ) | | (241,395 | ) | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | |
Comprehensive Income | | | | | | | | | | | | | | | | | | | | | | | $ | 7,056,406 | |
| | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | |
Balances, December 31, 2006 | | | 4,615,326 | | $ | 53,165 | | $ | 10,381,882 | | $ | 28,379,687 | | $ | 12,840,155 | | $ | (6,017,097 | ) | $ | 45,637,792 | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | �� | | | | | | | | | | | |
Change in unrealized gain on securities, net of$444,843 deferred taxes | | | | | | | | | | | | 826,136 | | | | | | | | | 826,136 | | $ | 826,136 | |
| | | | | | | | | | | | | | | | | | | | | | | | | |
Option based compensation expense | | | | | | | | | 43,937 | | | | | | | | | | | | 43,937 | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | |
Net income | | | | | | | | | | | | | | | 10,647,216 | | | | | | 10,647,216 | | | 10,647,216 | |
| | | | | | | | | | | | | | | | | | | | | | | | | |
Treasury stock issued upon exercise of stock options | | | 17,100 | | | | | | 168,342 | | | | | | | | | 91,578 | | | 259,920 | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | |
Purchase of treasury stock | | | (163,808 | ) | | | | | | | | | | | | | | (2,499,116 | ) | | (2,499,116 | ) | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | |
Comprehensive Income | | | | | | | | | | | | | | | | | | | | | | | $ | 11,473,352 | |
| | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | |
Balances, December 31, 2007 | | | 4,468,618 | | $ | 53,165 | | $ | 10,594,161 | | $ | 29,205,823 | | $ | 23,487,371 | | $ | (8,424,635 | ) | $ | 54,915,885 | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | |
Change in unrealized gain on securities, net of $9,555,873 deferred taxes | | | | | | | | | | | | (17,746,620 | ) | | | | | | | | (17,746,620 | ) | $ | (17,746,620 | ) |
| | | | | | | | | | | | | | | | | | | | | | | | | |
Option based compensation expense | | | | | | | | | 66,386 | | | | | | | | | | | | 66,386 | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | |
Net income | | | | | | | | | | | | | | | 15,123,269 | | | | | | 15,123,269 | | | 15,123,269 | |
| | | | | | | | | | | | | | | | | | | | | | | | | |
Common Stock Dividends | | | | | | | | | | | | | | | (6,452,502 | ) | | | | | (6,452,502 | ) | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | |
Purchase of treasury stock | | | (179,500 | ) | | | | | | | | | | | | | | (2,445,777 | ) | | (2,445,777 | ) | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | |
Comprehensive Loss | | | | | | | | | | | | | | | | | | | | | | | $ | (2,623,351 | ) |
| | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | |
Balances, December 31, 2008 | | | 4,289,118 | | $ | 53,165 | | $ | 10,660,547 | | $ | 11,459,203 | | $ | 32,158,138 | | $ | (10,870,412 | ) | $ | 43,460,641 | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | |
42
DAXOR CORPORATION AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE YEARS ENDED DECEMBER 31
| | | | | | | | | | |
| | 2008 | | 2007 | | 2006 | |
| | | | | | | |
CASH FLOWS FROM OPERATING ACTIVITIES: | | | | | | | | | | |
Net income (loss) | | $ | 15,123,269 | | $ | 10,647,216 | | $ | (785,531 | ) |
Adjustments to reconcile net income (loss) to net cash used in operating activities: | | | | | | | | | | |
Depreciation & amortization | | | 288,748 | | | 229,929 | | | 166,399 | |
Deferred Income Taxes | | | 1,896,483 | | | — | | | — | |
Provision for bad debts | | | 30,990 | | | 23,492 | | | (7,137 | ) |
Gain on sale of fixed assets | | | (213,814 | ) | | (151,016 | ) | | (29,802 | ) |
Loss on disposal of fixed assets | | | 81,315 | | | 73,384 | | | — | |
Non-cash consideration received on instrument sale (1) | | | — | | | (65,000 | ) | | — | |
Stock dividend income received on investments | | | — | | | — | | | (4,326 | ) |
Stock based compensation associated with employee stock option plans | | | 66,386 | | | 43,937 | | | 77,980 | |
Non-cash research and development Expense (1) | | | — | | | 65,000 | | | — | |
Gains on sale of investments, net | | | (17,249,716 | ) | | (14,853,934 | ) | | (3,316,710 | ) |
Marked to market adjustments on options and shorts | | | (5,364,215 | ) | | (357,337 | ) | | 544,629 | |
Change in operating assets and operating liabilities: | | | | | | | | | | |
Increase in accounts receivable | | | (22,224 | ) | | (63,717 | ) | | (35,380 | ) |
(Increase) decrease in prepaid expenses & other current assets | | | 13,915 | | | (30,716 | ) | | 115,521 | |
(Increase) decrease in inventory | | | (170,992 | ) | | (84,838 | ) | | 20,865 | |
Increase in other assets | | | — | | | (5,000 | ) | | — | |
Increase (decrease) in accounts payable and accrued liabilities | | | 106,208 | | | 99,071 | | | (99,057 | ) |
Increase in Income Taxes Payable | | | 1,348,290 | | | 1,281,842 | | | — | |
Increase(decrease) in deferred income | | | 25,932 | | | 4,662 | | | (87,713 | ) |
| | | | | | | | | | |
Net cash used in operating activities | | | (4,039,425 | ) | | (3,143,025 | ) | | (3,440,262 | ) |
| | | | | | | | | | |
| | | | | | | | | | |
CASH FLOWS FROM INVESTING ACTIVITIES | | | | | | | | | | |
Purchase of property and equipment | | | (666,310 | ) | | (1,642,489 | ) | | (344,534 | ) |
Proceeds from sale of fixed assets | | | 260,000 | | | 195,500 | | | 65,000 | |
| | | | | | | | | | |
(Decrease) increase in securities sold, not received | | | 12,404,409 | | | (5,301,646 | ) | | (6,083,827 | ) |
(Decrease) increase in securities borrowed | | | (20,254,388 | ) | | 9,696,537 | | | 9,362,925 | |
Purchases of put and call options | | | (430,233 | ) | | (772,799 | ) | | (224,165 | ) |
Sale of put and call options | | | 34,377,992 | | | 18,662,703 | | | 6,710,808 | |
Purchase of investments | | | (72,322,528 | ) | | (31,263,920 | ) | | (13,697,234 | ) |
| | | | | | | | | | |
Sales of investments | | | 42,717,984 | | | 25,195,606 | | | 14,238,819 | |
| | | | | | | | | | |
Net cash provided by (used in)investing activities | | | (3,913,074 | ) | | 14,769,492 | | | 10,027,792 | |
| | | | | | | | | | |
| | | | | | | | | | |
CASH FLOWS FROM FINANCING ACTIVITIES: | | | | | | | | | | |
Proceeds from bank loan | | | 1,225,000 | | | 1,400,000 | | | — | |
Repayment of bank loan | | | (1,690,000 | ) | | (1,400,000 | ) | | — | |
Proceeds from margin loans | | | 94,420,864 | | | 40,045,820 | | | 23,902,822 | |
Repayment of margin loans | | | (76,552,567 | ) | | (50,710,095 | ) | | (27,503,033 | ) |
Proceeds from mortgage | | | — | | | 500,000 | | | — | |
Dividends paid | | | (6,452,502 | ) | | | | | | |
Repayment of mortgage | | | (37,313 | ) | | (32,089 | ) | | — | |
Purchase of treasury stock | | | (2,445,777 | ) | | (2,499,116 | ) | | (241,395 | ) |
Proceeds from sale of treasury Stock | | | — | | | 259,920 | | | — | |
| | | | | | | | | | |
Net cash provided by (used in) financing activities | | | 8,467,705 | | | (12,435,560 | ) | | (3,841,606 | ) |
| | | | | | | | | | |
| | | | | | | | | | |
Net increase (decrease) in cash and cash equivalents | | | 515,206 | | | (809,093 | ) | | 2,745,924 | |
Cash and cash equivalents at beginning of period | | | 2,029,834 | | | 2,838,927 | | | 93,003 | |
| | | | | | | | | | |
Cash and cash equivalents at end of period | | $ | 2,545,040 | | $ | 2,029,834 | | $ | 2,838,927 | |
| | | | | | | | | | |
1. The Company owed a hospital $65,000 of credits for Volumex Kits that were paid for and used in a research study.
See accompanying notes to consolidated financial statements
43
DAXOR CORPORATION AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(1) BUSINESS AND SIGNIFICANT ACCOUNTING POLICIES
Business
Daxor Corporation is a medical device manufacturing company that offers additional biotech services, such as cryobanking, through its wholly owned subsidiary Scientific Medical Systems Corp. The 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.
Significant Accounting Policies
Principles of Consolidation
The consolidated financial statements include the accounts of Daxor Corporation and Scientific Medical Systems Corp, a wholly-owned subsidiary. All significant intercompany transactions and balances have been eliminated in consolidation.
Use of Estimates
The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.
Reclassifications
Reclassifications occurred to certain prior year amounts in order to conform to the current year classifications. The reclassifications have no effect on the reported net loss.
Segment Information
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 Company’s Investment Portfolio. This includes all earnings, gains and losses, and expenses relating to these investments.
Cash and Cash Equivalents
The Company considers cash equivalents to be all highly liquid investments purchased with an original maturity of 90 days or less. Normally, these consist of U.S. Treasury Bills. At December 31, 2008 and 2007 there were $1,994,558 and $1,970,872 of U.S. Treasury Bills included in Cash and Cash Equivalents.
Fair Value of Financial Instruments
The carrying amounts of financial instruments, including cash and cash equivalents, accounts receivable and payable, accrued liabilities, deferred option premiums and loans payable approximate fair value because of their short maturities. The carrying amount of the mortgage payable is estimated to approximate fair value as the mortgage was closed in 2007 at a current interest rate.
44
Fair Value Measurements
Effective January 1, 2008, we adopted SFAS No. 157, “Fair Value Measurements” (SFAS 157). SFAS 157 defines fair value, establishes a framework for measuring fair value under GAAP and enhances disclosures about fair value measurements. Fair value is defined under SFAS 157 as 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 on the measurement date. SFAS 157 establishes a fair value hierarchy which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. The standard describes three levels of inputs that may be used to measure fair values which are discussed below. The adoption of SFAS 157 had no impact on our financial statements other than the disclosures presented herein.
Level 1- Quoted prices in active markets for identical assets or liabilities.
Level 2 - Observable inputs other than Level 1 prices such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities. Level 2 assets include corporate-owned key person life insurance policies.
Level 3 - Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. Level 3 assets and liabilities include financial instruments whose value is determined using pricing models, discounted cash flow methodologies, or similar techniques, as well as instruments for which the determination of fair value requires significant management judgment or estimation. This category includes auction rate securities where independent pricing information was not able to be obtained.
The Company’s marketable securities are valued using Level 1 observable inputs utilizing quoted market prices in active markets. These marketable securities are summarized in footnote 2, Fair Value Measurements.
Puts and Calls at Fair Value
As part of the company’s investment strategy, put and call options are sold on various stocks the company is willing to buy or sell. The premiums received are deferred until such time as they are exercised or expire. In accordance with SFAS No. 133 -Accounting for Derivative Instruments and Hedging Activities,these options are marked to market for each reporting period using readily available market quotes, and this fair value adjustment is recorded as a gain or loss in the Statement of Operations.
Upon exercise, the value of the premium will adjust the basis of the underlying security bought or sold. Options that expire are recorded as income in the period they expire.
Receivable from Broker
The Receivable from Broker represents cash proceeds from sales of securities and dividends. These proceeds are kept in interest bearing money market accounts.
Available for Sale Securities
Available-for-sale securities represent investments in debt and equity securities (primarily common and preferred stock of utility companies)that management has determined meet the definition of available-for-sale under SFAS No. 115, Accounting for Certain Investments in Debt and Equity Securities. Accordingly, these investments are stated at fair market value and all unrealized holding gains or losses are recorded in the Stockholders’ Equity section as Accumulated Other Comprehensive Income (Loss). Conversely, all realized gains, losses and earnings are recorded in the Statement of Operations under Other Income (Expense).
The company will also engage in the short selling of stock. When this occurs, the short position is marked to the market and this adjustment is recorded in the Statement of Operations. Any gain or loss is recorded for the period presented
The Company’s investment goals, strategies and policies are as follows:
| | |
1. | The Company’s investment goals are capital preservation and maintaining returns on this capital with a high degree of safety. |
| |
2. | The Company maintains a diversified securities portfolio comprised primarily of electric utility preferred and common stocks. The Company also sells covered calls on portions of its portfolio and also sells puts on stocks it is willing to own. It also sells uncovered calls and will engage in short positions up to 15% of the value of its portfolio. The Company’s short position may temporarily rise to 20% of the Company’s portfolio without any specific action because of changes in valuation, but should not exceed this amount. The Company’s investment policy is to maintain approximately of 80% of its portfolio in electric utilities. Investments in utilities are primarily in electric companies. Investments in non-utility stocks will not exceed 15% of the portfolio. |
| |
3. | Investment in speculative issues, including short sales, maximum of 15%. |
| |
4. | Limited use of options to increase yearly investment income. |
45
| | |
| 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 company’s investments. The risk of this strategy is that investments the company may have preferred to retain can be called away. Therefore, a limitation of 20% is placed on the amount of stock on which options which can be written. The amount of the portfolio on which options are actually written is usually between 3-10% of the portfolio. The actual turnover of the portfolio is such that the average holding period is in excess of 5 years for available for sale securities. |
| | |
| d. | 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. |
| | |
| e. | Speculative Short Sales/Short Options. The company limits its speculative transactions to no more than 15% of the value of the portfolio. The company may sell uncovered calls on certain stocks. If the stock price does not rise to the price of the calls, the option is not exercised, and the company records the proceeds from the sale of the call as income. If the call is exercised, the company will have a short position in the related stock. The company then has the choice of covering the short position or selling a put against it. If the put is exercised, the short position is covered. The company’s 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 average 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 its stock. |
Securities borrowed at fair value
When a call option that has been sold short is exercised, a short position is created 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 received at fair value
As of December 31, 2007, some of the financial institutions who held our securities did not increase our account with the cash proceeds on a short sale of stock. In lieu of cash, some of our accounts received a credit for the proceeds of the short sale. Cash was added or subtracted to these accounts weekly based on the market value of these short positions. These securities were recorded by the Company as received but not delivered and were valued at their quoted market price.
The short positions where the Company did not receive cash proceeds were closed out during 2008.
Accounts Receivable
Accounts receivable are reviewed by the Company at the end of each reporting period to determine the collectability based upon the aging of the balances and the history of the customer.
Inventory
Inventory is stated at the lower of cost or market, using the first-in, first-out method (FIFO), and consists primarily of finished goods.
Prepaid Expenses and Other Current Assets
Prepaid expenses and other current assets generally consist of prepayments for future services and corporate capital base/personal holding taxes. Prepayments are expensed when the services are received or as the prepaid capital base/personal holding taxes are offset by the related tax liability. All prepaid expenses and taxes are expensed within one year of the Balance Sheet date and are thus classified as Current Assets.
Property and Equipment
Property and Equipment is stated at cost and consists of BVA equipment loaned on a trial basis, laboratory and office equipment, furniture and fixtures, and leasehold improvements. These assets are depreciated under the straight-line method, over their estimated useful lives, which range from 5 to 39 years.
Amounts spent to repair or maintain these assets arising out of the normal course of business are expensed in the period incurred. The cost of betterments and additions are capitalized and depreciated over the life of the asset. The cost of assets disposed of or determined to be non-revenue producing, together with the related accumulated depreciation applicable thereto, are eliminated from the accounts, and any gain or loss is recognized.
In accordance with SFAS No. 144, Accounting for the Impairment or Disposal of Long-Lived Assets, management reviews long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Currently, management does not believe there is any impairment of any long-lived assets.
46
Revenue Recognition
The Company recognizes operational revenues from several sources. The first source is the sale of equipment, the Blood Volume Analyzer, to customers. The second source is the sale of single use tracer doses supplied as Volumex kits that are injected into the patient and measured by the Blood Volume Analyzer. The third source of revenue is service contracts on the Blood Volume Analyzer, after it has been sold to a customer. The fourth source of revenue is the storage fees associated with cryobanked blood and semen specimens, and associated laboratory tests.
The Company currently offers three different methods of purchasing the Blood Volume Analyzer equipment. A customer may purchase the equipment directly, lease the equipment, or rent the equipment on a month-to-month basis. The revenues generated by a direct sale or a monthly rental are recognized as revenue in the period in which the sale or rental occurred. If a customer is to select the “lease” option, the Company refers its customer to a third party finance company with which it has established a relationship, and if the lease is approved, the Company receives 100% of the sales proceeds from the finance company and recognizes 100% of the revenue. The finance company then deals directly with the customer with regard to lease payments and related collections.
The sales of the single-use radioisotope doses (Volumex) that are used in conjunction with the Blood Volume Analyzer are recognized as revenue in the period in which the doses are shipped.
When Blood Volume Analyzer equipment has been sold to a customer, the Company offers a one year warranty on the product, which covers all mechanical failures. This one year warranty is effective on the date of sale of the equipment. After the one year period expires, customers may purchase a service contract through the Company, which is usually offered in one-year increments. These service contracts are recorded by the Company as deferred revenue and are amortized into income in the period in which they apply.
As at December 31, 2008 and December 31, 2007, deferred revenue pertaining to the kit sales and historical service contracts was $31,706 and $7,417 respectively. Deferred revenue related to the storage fees was $1,643 and $0, respectively. The total deferred revenues were $33,349 and $7,417 respectively.
The storage fees associated with the cryobanked blood and semen samples are recognized as income in the period for which the fee applies. Although the Company historically offered annual storage fee contracts, effective October 1, 2005, the Company only offers three month storage terms.
Income Taxes
The Company accounts for income taxes under the provisions of SFAS No. 109,Accounting for Income Taxes. This pronouncement requires recognition of deferred tax assets and liabilities for the estimated future tax consequences of events attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and operating loss and tax credit carry forwards. Deferred tax assets and liabilities are measured using enacted tax rates in effect for the year in which the differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of changes in tax rates is recognized in the statement of operations in the period in which the enactment rate changes. Deferred tax assets and liabilities are reduced through the establishment of a valuation allowance at such time as, based on available evidence, it is more likely than not that the deferred tax assets will not be realized.
In June 2006, the FASB issued FASB Interpretation No. 48 (“FIN 48”) “Accounting for Uncertainty in Income Taxes (an interpretation of FASB Statement No. 109”) which became effective in 2007. This interpretation was issued to clarify the accounting for uncertainty in the amount of income taxes recognized in the financial statements by prescribing a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by the taxing authorities. The amount recognized is measured as the largest amount of benefit that is greater than 50 percent likely of being realized upon ultimate settlement. The provisions of FIN 48 were adopted by the Company on January 1, 2007 and had no effect on the Company’s financial statements upon adoption. The Company also evaluated its tax positions as of December 31, 2008 and 2007 and reached the same conclusion.
Comprehensive Income (Loss)
The Company reports components of comprehensive income under the requirements of SFAS No. 130, Reporting Comprehensive Income. This statement establishes rules for the reporting of comprehensive income and requires certain transactions to be presented as separate components of stockholders’ equity. The Company currently reports the unrealized holding gains and losses on available-for-sale securities, net of deferred taxes, as accumulated other comprehensive income (loss).
47
Warranties and Indemnification Obligations
The Company recognizes warranty and indemnification obligations under SFAS No.5 (As Amended), “Accounting for Contingencies” (“SFAS 5”), FASB Interpretation No. 45, “Guarantor’s Accounting and Disclosure Requirements for Guarantees, Including Indirect Guarantees of Indebtedness of Others” and FASB Concepts Statement (“SFAC”) No.7 (As Amended), “Using Cash Flow Information and Present Value in Accounting Measurements.” These pronouncements require a guarantor to recognize and disclose a liability for obligations it has undertaken in relation to the issuance of the guarantee.
The Company warrants that its products are free from defects in material and workmanship for a period of one year from the date of initial acceptance by our customers. The warranty does not cover any losses or damage that occurs as a result of improper installation, misuse or neglect and repair or modification by anyone other than the Company or its authorized repair agent. The Company’s policy is to accrue anticipated warranty costs based upon historical percentages of items returned for repair within one year of the initial sale. The Company’s repair rate of product under warranty has been minimal, and a historical percentage has not been established. The Company has not provided for any reserves for such warranty liability.
When a Blood Volume Analyzer has been sold to a customer, the Company offers a one year warranty on the product, which covers all mechanical failures. This one year warranty is effective on the date of sale of the unit. All major components of the equipment are purchased and warranted by the original third party manufacturers. After the one year period expires, customers may purchase a service contract through the Company, which is usually offered in one-year increments. To date, the Company has not experienced any major mechanical failures on any equipment sold. In addition, the majority of the potential liability would revert to the original manufacturer. Due to this history, a liability has not been recorded with respect to product or warranty liability.
Research and Development
Costs associated with the development of new products are charged to operations as incurred. Research and development costs for the years ended December 31, 2008, 2007 and 2006 were $2,438,423, $2,576,708 and $2,332,399. These amounts have been calculated according to the criteria specified in SFAS No. 2 –Accounting for Research and Development Costs
Advertising Costs
Advertising expenditures relating to the advertising and marketing of the Company’s products and services are expensed in the period incurred. Advertising Expenses for the years ended December 31, 2008, 2007 and 2006 amounted to $ 14,020, $18,050 and $17,943.
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.
In 2008, stock options were included in the computation of earnings per common share due to their dilutive effect. The number of dilutive stock options included in the computation of diluted earnings per common share was 25,100.
In 2007 and 2006, stock options were not included in the computation of earnings per common share due to their anti-dilutive effect. The number of anti-dilutive stock options excluded from the computation of diluted earnings per common share was 90,000 and 96,500, respectively.
The basic weighted average number of shares for 2008, 2007 and 2006 was 4,350,951, 4,572,119 and 4,625,168 respectively.
Leased Employees
The Company has entered into an agreement with ADP Total Source, whereby the Company leases its employees from ADP. The agreement requires the Company to reimburse ADP for all employee wages, related taxes, employee benefit costs and human resource fees.
The Company records these payments using the same classifications for which the reimbursement is made (i.e. wage reimbursements are recorded as wage expense).
48
Stock Based Compensation
The Company records compensation expense associated with stock options and other forms of equity compensation in accordance with Statement of Financial Accounting Standards No. 123 (revised 2004) or “SFAS123R”, “Share-Based Payment”. The Company recognizes in the income statement the grant-date fair value of stock options and other equity-based compensation issued to employees. In adopting SFAS No. 123R, the Company used the modified prospective transition method, as of January 1, 2006, the first day of the Company’s fiscal year 2006.
Under the modified prospective transition method, awards that are granted, modified or settled after the date of adoption will be measured and accounted for in accordance with SFAS 123R. Compensation cost for awards granted prior to, but not vested, as of the date SFAS 123R is adopted would be based on the grant date attributes originally used to value those awards for pro forma purposes under SFAS 123. The Company’s condensed consolidated financial statements as of, and for the year ended December 31, 2008, reflect the impact of SFAS No. 123R. In accordance with the modified prospective transition method, the Company’s consolidated financial statements for periods prior to January 1, 2006 have not been restated to reflect, and do not include, the impact of SFAS 123R.
SFAS 123R also requires the tax benefits associated with these share-based payments to be classified as financing activities in the Condensed Consolidated Statements of Cash Flows, rather than as operating cash flows as required under previous regulations.
In December 2007, the Securities and Exchange Commission (“SEC”) issued Staff Accounting Bulletin No. 110 (“SAB 110”). SAB 110 amends and replaces Question 6 of Section D.2 of Topic 14,Share-Based Paymentof the Staff Accounting Bulletin series. Question 6 of Section D.2 of Topic 14 expresses the views of the staff regarding the use of the “simplified” method in developing an estimate of expected term of “plain vanilla” share options and allows usage of the “simplified” method for share option grants prior to January 1, 2008. SAB 110 allows public companies which do not have historically sufficient experience to provide a reasonable estimate to continue use of the “simplified” method for estimating the expected term of “plain vanilla” share option grants after January 1, 2008. We currently use the “simplified” method to estimate the expected term for share option grants as we do not have enough historical experience to provide a reasonable estimate. We will continue to use the “simplified” method until we have enough historical experience to provide a reasonable estimate of expected term in accordance with SAB 110. SAB 110 is effective for the Company on January 1, 2008.
Recent Accounting Pronouncements
In December 2007, the FASB issued SFAS No. 141(R), “Business Combinations (revised 2007).” SFAS No. 141(R) applies the acquisition method of accounting for business combinations established in SFAS No. 141 to all acquisitions where the acquirer gains a controlling interest, regardless of whether consideration was exchanged. Consistent with SFAS No. 141, SFAS No. 141(R) requires the acquirer to fair value the assets and liabilities of the acquiree and record goodwill on bargain purchases, with main difference the application to all acquisitions where control is achieved. SFAS No. 141(R) is effective for financial statements issued for fiscal years beginning after December 15, 2008 and will be adopted by the Company in the first quarter of fiscal year 2009. The Company does not expect that the adoption of SFAS No. 141(R) will have a material impact on our financial condition or results of operation.
In February 2008, the FASB issued 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 Company believes the adoption of the delayed items of SFAS No. 157 will not have a material impact on its financial statements.
In March 2008, the FASB issued SFAS No. 161, “Disclosures about Derivative Instruments and Hedging Activities—an amendment of FASB Statement No. 133”. The use and complexity of derivative instruments and hedging activities have increased significantly over the past several years. Constituents have expressed concerns that the existing disclosure requirements in FASB Statement No. 133, Accounting for Derivative Instruments and Hedging Activities, do not provide adequate information about how derivative and hedging activities affect an entity’s financial position, financial performance, and cash flows. Accordingly, this Statement requires enhanced disclosures about an entity’s derivative and hedging activities and thereby improves the transparency of financial reporting. This Statement is effective for financial statements issued for fiscal years and interim periods beginning after November 15, 2008, with early application encouraged. This Statement encourages, but does not require, comparative disclosures for earlier periods at initial adoption. The Company is currently evaluating the impact of the provisions of SFAS No. 161 on its financial position, results of operations and cash flows and does not believe the impact of the adoption will be material. SFAS No. 161 is effective for the Company on January 1, 2009.
In May 2008, the FASB issued SFAS No. 162, “The Hierarchy of Generally Accepted Accounting Principles” (“SFAS No. 162”). SFAS No. 162 identifies the sources of accounting principles and the framework for selecting the principles to be used in the preparation of financial statements of nongovernmental entities that are presented in conformity with generally accepted accounting principles in the United States (commonly referred to as the GAAP hierarchy). The statement is effective 60 days following the SEC’s approval of the Public Company Accounting Oversight Board amendments to AU Section 411, The Meaning of Present Fairly in Conformity With Generally Accepted Accounting Principles. The Company is currently evaluating the potential impact, if any, the adoption of SFAS No. 162 will have on its financial position, results of operations, cash flows, and disclosures.
49
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.
(2) FAIR VALUE MEASUREMENT
The Company uses the historical cost method in the determination of its realized and unrealized gains and losses. The following tables summarize the Company’s investments and short positions:
Summary of Available for Sale Securities at December 31,2008
| | | | | | | | | | | | | |
Type of Security | | Cost | | Market Value | | Unrealized Gains | | Unrealized Losses | |
|
Equity | | $ | 50,676,596 | | $ | 68,339,143 | | $ | 28,469,540 | | $ | (10,806,993 | ) |
Debt | | $ | 33,005 | | $ | 0 | | $ | 0 | | $ | (33,005 | ) |
| | | | | | | | | | | | | |
Total Securities | | $ | 50,709,601 | | $ | 68,339,143 | | $ | 28,469,540 | | $ | (10,839,998 | ) |
| | | | | | | | | | | | | |
Summary of Put and Call Options at December 31, 2008
| | | | | | | | | | | | | |
Description | | Proceeds Received | | Market Value | | Unrealized Gains | | Unrealized Losses | |
|
Puts | | $ | 7,125,645 | | $ | 7,118,277 | | $ | 2,364,802 | | $ | (2,357,434 | ) |
Calls | | $ | 6,686,330 | | $ | 1,306,082 | | $ | 5,575,222 | | $ | (194,974 | ) |
| | | | | | | | | | | | | |
Total Puts and Calls | | $ | 13,811,975 | | $ | 8,424,359 | | $ | 7,940,024 | | $ | (2,552,408 | ) |
| | | | | | | | | | | | | |
Summary of Securities Borrowed at Fair Value at December 31, 2008
| | | | | | | | | | | | | |
Type of Security | | Proceeds Received | | Market Value | | Unrealized Gains | | Unrealized Losses | |
|
Equity | | $ | 108,287 | | $ | 107,871 | | $ | 544 | | $ | (128 | ) |
| | | | | | | | | | | | | |
Summary of Available for Sale Securities at December 31,2007
| | | | | | | | | | | | | |
Type of Security | | Cost | | Market Value | | Unrealized Gains | | Unrealized Losses | |
|
Equity | | $ | 29,802,511 | | $ | 74,572,643 | | $ | 47,224,495 | | $ | (2,454,363 | ) |
Debt | | $ | 184,646 | | $ | 346,550 | | $ | 161,904 | | $ | (0 | ) |
| | | | | | | | | | | | | |
Total Securities | | $ | 29,987,157 | | $ | 74,919,193 | | $ | 47,386,399 | | $ | (2,454,363 | ) |
| | | | | | | | | | | | | |
50
Summary of Put and Call Options at December 31, 2007
| | | | | | | | | | | | | |
Description | | Proceeds Received | | Market Value | | Unrealized Gains | | Unrealized Losses | |
|
Puts | | $ | 1,545,102 | | $ | 2,172,670 | | $ | 360,565 | | $ | (988,133 | ) |
Calls | | $ | 6,100,731 | | $ | 3,799,962 | | $ | 3,602,061 | | $ | (1,301,292 | ) |
| | | | | | | | | | | | | |
Total Puts and Calls | | $ | 7,645,833 | | $ | 5,972,632 | | $ | 3,962,626 | | $ | (2,289,425 | ) |
| | | | | | | | | | | | | |
Summary of Securities Borrowed at Fair Value at December 31, 2007
| | | | | | | | | | | | | |
Type of Security | | Proceeds Received | | Market Value | | Unrealized Gains | | Unrealized Losses | |
|
Equity | | $ | 18,712,876 | | $ | 20,362,259 | | $ | 101,313 | | $ | (1,750,696 | ) |
| | | | | | | | | | | | | |
At December 31, 2008, the securities held by the Company had a market value of $68,339,143 and a cost basis of $50,709,601 resulting in a net unrealized gain of $17,629,542 or 34.77% of cost.
At December 31, 2007, the securities held by the Company had a market value of $74,919,193 and a cost basis of $29,987,157 resulting in a net unrealized gain of $44,932,036 or 149.84% of cost.
At December 31, 2008 and December 31, 2007, marketable securities, primarily consisting of preferred and common stocks of utility companies, are valued at fair value. Debt securities consist of one Corporate Bond at December 31, 2008.
(3) Valuation and Qualifying Accounts
The allowance for doubtful accounts for the years ended December 31, 2008, 2007, and 2006 were as follows:
| | | | | | | | | | | | | |
| | Balance at Beginning of Year | | Charged to Costs and Expenses | | Deductions From Reserves | | Balance at End of Year | |
| | | | | | | | | |
Classifications | | | | | | | | | | | | | |
Year ended December 31, 2006 Allowance for Doubtful Accounts | | $ | 41,300 | | $ | — | | $ | 7,137 | | $ | 34,163 | |
Year ended December 31, 2007 Allowance for Doubtful Accounts | | $ | 34,163 | | $ | 23,492 | | $ | — | | $ | 57,655 | |
Year ended December 31, 2008 Allowance for Doubtful Accounts | | $ | 57,655 | | $ | 36,000 | | $ | 5,010 | | $ | 88,645 | |
The Company has reviewed its inventory valuation and does not believe a reserve for slow moving or obsolete inventory is required as of December 31, 2008, 2007 and 2006.
51
(4) PROPERTY AND EQUIPMENT
Property and equipment as at December 31, 2008 and 2007, respectively, consists of:
| | | | | | | |
| | 2008 | | 2007 | |
| | | | | |
| | | | | | | |
Machinery and equipment | | $ | 1,431,842 | | $ | 1,161,413 | |
BVA Equipment on trial | | | 578,000 | | | 782,000 | |
Land and Land Improvements | | | 196,991 | | | 196,991 | |
Buildings | | | 598,422 | | | 598,422 | |
Furniture and fixtures | | | 364,732 | | | 352,972 | |
Construction in progress | | | 311,152 | | | — | |
Leasehold improvements | | | 611,565 | | | 591,866 | |
| | | | | | | |
| | | 4,092,704 | | | 3,683,664 | |
| | | | | | | |
Accumulated depreciation | | | (1,784,149 | ) | | (1,625,170 | ) |
| | | | | | | |
Property and equipment, net | | $ | 2,308,555 | | $ | 2,058,494 | |
| | | | | | | |
For the years ended December 31, 2008 and 2007, depreciation expense for the above listed assets was $ 288,748 and $229,929.
On January 3, 2007, Daxor closed on the purchase of 3.5 acres of land at 107 and 109 Meco Lane, Oak Ridge, Tennessee that contains two separate 10,000 square foot buildings. The buildings were constructed in 2004 and each structure is a single story steel frame with metal shell and roof constructed on a concrete slab. The total purchase price for the land and buildings including closing costs was $784,064.
All Warehousing and Distribution for the BVA-100 takes place along with related software support and development at the facility located at 107 Meco Lane. Most of the Company’s Research and Development (R&D) and Verification and Validation (V&V) functions are also fulfilled at this location. The Management Information Support Function and Hardware Disaster Relief Center which mirrors and backs up all computer activity in the New York City Headquarters is also located at 107 Meco Lane.
The building at 109 Meco Lane is currently being used for radiopharmaceutical distribution. In order to be able to use the facility for this type of distribution, we have obtained our licenses from the Federal Nuclear Regulatory Commission and the State of Tennessee for nuclear capability. The Company subsequently obtained a license from the Food and Drug Administration (FDA) to become a re-shipper. This license enables Daxor to receive batches of Volumex from our third party manufacturer and to ship the doses to our clients.
In November of 2008, a construction project commenced at 109 Meco Lane. Management expects the project to be completed by the end of March 2009 and the total cost to be approximately $1,500,000. The project involves the construction of laboratory and office space.
(5) OTHER ASSETS
In accordance with SFAS No. 142, Goodwill and Other Intangible Assets, management periodically reviews any goodwill or intangible assets for potential impairment. At December 31, 2008 and 2007, the Company had no intangible assets.
(6) LOANS AND MORTGAGE PAYABLE
LOANS PAYABLE
As at December 31, 2008 and 2007 the Company has a note payable of $1,035,000 and $1,500,000 respectively, with a bank. The note matures on May 27, 2009 and is classified as short term. The note balance is an aggregate of borrowings (loans) that was renewed as one note. The interest rate on the note payable is the Bank’s Prime Interest rate less 1.50%. The interest rate on the total amount due resets whenever the Prime Interest rate changes.
52
Interest expense on the note payable was $33,698 for the year ended December 31, 2008 and $82,669 for the year ended December 31, 2007.
The loans bear interest at approximately 1.75% at December 31, 2008 and 5.75% at December 31, 2007. These loans are secured by certain marketable securities of the Company.
Short term margin debt due to brokers is secured by the Company’s marketable securities and totaled $12,017,162 at December 31, 2008 and $1,814,303 at December 31, 2007.
Interest expense on short term margin debt was $117,335 for the year ended December 31, 2008 and $94,211 for the year ended December 31, 2007.
| | | | | | | | | | | | | | | | |
SHORT-TERM BORROWINGS | |
Years Ended December 31, 2008 and 2007. | |
|
| |
Column A | | Column B | | Column C | | Column D | | Column E | | Column F | |
| | | | | | | | | | | |
Category of aggregate short-term borrowings | | Balance at the end of period | | Weighted average interest rate at end of the period | | Maximum amount outstanding during this period | | Average amount outstanding during the period | | Weighted average interest rates during the period | |
| | | | | | | | | | | |
2008 | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | |
Banks | | $ | 1,035,000 | | | 1.75 | % | $ | 1,500,000 | | $ | 872,500 | | | 3.86 | % |
| | | | | | | | | | | | | | | | |
Brokers | | $ | 12,017,162 | | | 2.35 | % | $ | 12,017,162 | | $ | 3,389,129 | | | 3.46 | % |
| | | | | | | | | | | | | | | | |
All Categories | | $ | 13,052,162 | | | 2.30 | % | $ | 13,517,162 | | $ | 4,261,629 | | | 3.54 | % |
| | | | | | | | | | | | | | | | |
2007 | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | |
Banks | | $ | 1,500,000 | | | 5.75 | % | $ | 1,500,000 | | $ | 1,200,000 | | | 6.89 | % |
| | | | | | | | | | | | | | | | |
Brokers | | $ | 1,814,303 | | | 5.89 | % | $ | 2,914,807 | | $ | 1,341,343 | | | 7.02 | % |
| | | | | | | | | | | | | | | | |
All Categories | | $ | 3,314,303 | | | 5.83 | % | $ | 4,414,807 | | $ | 2,541,343 | | | 6.96 | % |
| | | | | | | | | | | | | | | | |
The average borrowings were determined on the basis of the amounts outstanding at each month-end. The weighted interest rate during the year was computed by dividing actual interest expense in each year by average short-term borrowings in such year.
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.
53
The future payments of principal on the mortgage for each of the next four years are as follows:
| | | | | | |
12/31/09 | | 12/31/10 | | 12/31/11 | | 12/31/12 |
| | | | | | |
| | | | | | |
$40,306 | | 43,431 | | 46,798 | | 300,063 |
At December 31, 2008, the remaining principal due on the mortgage for the land and buildings in Oak Ridge, Tennessee is $ 430,598. Of this amount, $40,306 is due before December 31, 2009 and the remaining $390,292 is due after that date.
(7) SECURITIES BORROWED AT FAIR VALUE
At December 31, 2008 and 2007 the Company maintained short positions in certain marketable securities. The liability for short sales of securities is included in “Securities borrowed, at fair value” in the accompanying balance sheets. The cost basis of these positions or proceeds for these short sales were $108,288 and $18,712,876 at December 31, 2008 and 2007, respectively, and had respective market values of $107,871 and $20,362,259 resulting in mark to market adjustments of $417 and $(1,649,383) at December 31, 2008 and 2007.
(8) PUTS AND CALLS, AT FAIR VALUE
At December 31, 2008 and 2007 the Company had open positions of put and call options on various stocks the company is willing to buy or sell.
The following summarizes the Company’s Put and Call Options as of December 31, 2008 and December 31, 2007.
| | | | | | | | | | |
Put and Call Options | | Selling price | | Fair value | | Mark to Market Adjustment | |
| | | | | | | |
December 31, 2008 | | | 13,811,975 | | | 8,424,359 | | | 5,387,616 | |
December 31, 2007 | | | 7,645,833 | | | 5,972,632 | | | 1,673,201 | |
(9) STOCK OPTIONS
In June 2004, the Company created the 2004 Stock Option Plan in an effort to provide incentive to employees, officers, agents, consultants, and independent contractors through proprietary interest. The Board of Directors shall act as the Plan Administrator, and may issue these options at its discretion. The maximum number of shares that may be issued under this Plan is 200,000 or 5% of the Company’s outstanding shares, whichever is greater. Prior to June 2004, the Company issued options to various employees under the previous Stock Option Plan that was also administered by the Board of Directors. All issuances have varying vesting and expiration timelines. As at December 31, 2008, 2007 and 2006, 85,200, 59,800 and 62,800 of the outstanding options were exercisable, respectively.
At December 31, 2008, the Company has one stock-based compensation plan, the 2004 Stock Option Plan. This Plan allows for the issuance of a maximum of 200,000 shares of common stock or 5% of the outstanding balance of shares of the Company on the date of grant, whichever is greater. Under the provisions of the Option Plan, the exercise price of any stock options issued is a minimum of 110% of the closing market price of the Company’s stock on the grant date of the option.
At December 31, 2008, there is a total unvested stock-based compensation expense of $14,846 and a total weighted average remaining service term of 0.51 years. Total share-based compensation expense recognized in the Statement of Operations aggregated $66,386 for the year ended December 31, 2008 and $43,937 for the year ended December 31, 2007.
To calculate the option-based compensation under SFAS 123R, the Company used the Black-Scholes option-pricing model, which it had previously used for the valuation of option-based awards for its pro-forma information required under SFAS 123 for periods prior to fiscal 2006. The Company’s determination of fair value of option-based awards on the date of grant using the Black-Scholes model is affected by the Company’s stock price as well as assumptions regarding a number of subjective variables. These variables include, but are not limited to, the Company’s expected stock price volatility over the term of the awards, risk-free interest rate, and the expected life of the options. The risk-free interest rate is based on a treasury instrument whose term is consistent with the expected life of the stock options. The expected volatility, holding period, and forfeitures of options are based on historical experience.
In 2008, 2007 and 2006 a total of 28,100, 30,200 and 36,900, respectively, of stock options were issued to various employees under the 2004 Stock Option Plan. The weighted-average fair value per stock option granted in 2008, 2007 and 2006 was $1.81, $2.65 and $2.95 respectively. The fair value of each option grant is estimated on the date of grant using the Black-Scholes option-pricing model with the following weighted-average assumptions used for grants in 2008, 2007 and 2006: no dividend yield, expected volatility of 29.27%, 24.14% and 24.62%, respectively, risk-free interest rates of 2.89%, 4.14% and 4.34%, respectively and an expected life of 3.00 years for 2008, 3.00 years for 2007 and 2.67 years for 2006.
54
Details of employee option activity are as follows:
| | | | | | | |
| | Number of Shares | | Weighted Average Exercise Price | |
| | | | | |
Outstanding, December 31, 2005 | | | 78,100 | | $ | 17.64 | |
Granted | | | 36,900 | | | 19.47 | |
Exercised | | | — | | | — | |
Cancelled/Expired | | | (18,500 | ) | | 19.92 | |
| | | | | | | |
Outstanding, December 31, 2006 | | | 96,500 | | $ | 19.36 | |
Granted | | | 30,200 | | | 16.84 | |
Exercised | | | (17,100 | ) | | 15.20 | |
Cancelled/Expired | | | (19,600 | ) | | 21.06 | |
| | | | | | | |
Outstanding, December 31, 2007 | | | 90,000 | | $ | 18.93 | |
Granted | | | 28,100 | | | 13.13 | |
Cancelled/Expired | | | (4,800 | ) | | 19.55 | |
| | | | | | | |
Outstanding, December 31, 2008 | | | 113,300 | | $ | 17.47 | |
| | | | | | | |
Outstanding - exercisable, December 31, 2008 | | | 85,200 | | $ | 18.90 | |
| | | | | | | |
The following table summarizes information concerning currently outstanding and exercisable options at December 31, 2008:
| | | | | | | | | | | | | | | | |
Options Outstanding | | Options Exercisable | |
| | | |
Range of Exercise Prices | | Number Outstanding at December 31, 2008 | | Weighted- Average Remaining Contractual Life | | Weighted- Average Exercise Price | | Number Exercisable December 31, 2008 | | Weighted- Average Exercise Price | |
| | | | | | | | | | | |
Below - $16.00 | | | 38,700 | | | 2.83 years | | $ | 13.23 | | | 16,700 | | $ | 15.64 | |
$16.01 - $18.00 | | | 33,000 | | | 2.60 years | | $ | 16.99 | | | 33,000 | | $ | 16.99 | |
$18.01 - $20.00 | | | 6,100 | | | 4.57 years | | $ | 19.40 | | | 0 | | | — | |
$20.01 - $22.00 | | | 21,500 | | | 0.97 years | | $ | 21.44 | | | 21,500 | | $ | 21.44 | |
$22.01 - $25.00 | | | 10,000 | | | 0.98 years | | $ | 22.68 | | | 10,000 | | $ | 22.63 | |
$25.01 – above | | | 4,000 | | | 1.12 years | | $ | 25.20 | | | 4,000 | | $ | 25.20 | |
| | | | | | | | | | | | | | | | |
| | | 113,300 | | | 2.28 years | | $ | 17.47 | | | 85,200 | | $ | 18.90 | |
On October 1, 2002 the Company granted options to an Officer of the Corporation giving him the right to purchase 20,000 shares of Daxor Common Stock at a price of $15.20. During the year ended December 31, 2007, the employee exercised 17,100 options and the remaining 2,900 expired without being exercised.
1,000 options were granted to a member of the Board of Directors of the Company on July 5, 2006 at an exercise price of $19.44. This member of the Board of Directors received a grant of an additional 1,000 options on October 26, 2007 at an exercise price of $17.47.These options are reflected in the schedule shown above.
Another member of the Board of Directors received a grant of 2,000 options on April 12, 2007 at an exercise price of $15.11. These options are reflected in the schedule shown above.
55
On March 7, 2008, the President and Chief Executive Officer and a member of the Board of Directors received grants of 20,000 and 2,000 options respectively at an exercise price of $11.39. These options are reflected in the schedule shown above.
On September 24, 2008, three new members of the Board of Directors each received grants of 1,000 options with an exercise price of $19.11. These options are reflected in the schedule shown above.
(10) CURRENT INCOME TAXES
The tax provision for income taxes is comprised of the following:
| | | | | | | | | | |
| | 2008 | | 2007 | | 2006 | |
| | | | | | | |
Federal | | | | | | | | | | |
Regular Tax | | $ | 901,380 | | $ | — | | $ | — | |
Undistributed PHC tax | | | 1,165,733 | | | 1,021,164 | | | — | |
AMT Tax | | | 576,845 | | | 219,977 | | | — | |
| | | | | | | | | | |
State Franchise taxes | | | 17,523 | | | 69,883 | | | 11,750 | |
| | | | | | | | | | |
Total Current Income Tax Provision | | | 2,661,481 | | | 1,311,024 | | | 11,750 | |
Deferred taxes | | | 1,896,483 | | | — | | | — | |
Total Tax Provision | | $ | 4,557, 964 | | $ | 1,311,024 | | $ | 11,750 | |
The current federal income tax is comprised of a regular tax, the personal holding company (PHC) income tax assessment and the Alternative Minimum Tax (AMT).
Daxor has utilized all of its net operating loss carry forwards of $9,798,000 in 2008 resulting in regular taxable income of approximately $2,651,000 and approximately $901,000 of “regular tax.”
Under Internal revenue code section 542 a company is defined as a PHC if it meets both an ownership test and an income test. The ownership test is met if a company has five or fewer shareholders that own more than 50% of the company, which is applicable to Daxor. The income test is met if PHC income items such as dividends, interest and rents exceed 60% of adjusted ordinary gross income. Adjusted ordinary income is defined as all items of income except capital gains. For the years ended December 31, 2008 and 2007, more than 60% of Daxor’s adjusted gross income came from items defined as PHC income.
Determining the PHC tax liability requires computing Daxor’s “undistributed PHC income” and taxing such PHC income at the statutory rate of 15%. Undistributed PHC income is current year taxable income of the Company, exclusive of the net operating loss carry forward deduction that is allowed for regular tax purposes. Undistributed PHC income for the years ended December 31, 2008 and 2007 was $14,224,000 and $11,097,000, respectively. The calculation does allow for certain deductions and the most significant of these deductions are long-term capital gains, and dividends paid. In 2008 Daxor had no long-term capital gains but did pay dividends of $6,453,000. In 2007 it paid no dividends but did have long-term capital gains of $3,960,000. In 2008 and 2007 the Company had a large amount of short-term capital gains totaling $17,350,000 and $10,258,000 respectively. Short term capital gains are not a deduction for PHC tax purposes, and therefore the Company had undistributed PHC income in 2008 and 2007 of and $7,772,000 and $6,808,000, respectively, that gave rise to the PHC tax liability.
The AMT liability arises because the income tax statute limits AMT NOL carry forwards to 90% of AMT taxable income, leaving 10% to be taxed at AMT rates.
The federal tax liability for 2008 and 2007 was paid in full on the statutory due date which is 75 days after the end of the calendar year.
The long and short term capital gains are shown on the Income Statement as part of “Gains on sales of securities, net”.
State franchise taxes are based on the company’s net worth.
56
The following is reconciliation between the federal statutory rate of 35% and the effective rate:
| | | | | | | | | | | | | |
| | 2008 | | 2008 | | 2007 | | 2007 | |
| | | | | | | | | |
Computed expected provision (benefit) | | | 6,874,902 | | | 35.0 | % | | 3,726,525 | | | 35.00 | % |
| | | | | | | | | | | | | |
at the Statutory rates | | | | | | | | | | | | | |
Non-deductible items | | | — | | | 0.00 | % | | 459,110 | | | 4.31 | % |
| | | | | | | | | | | | | |
Undistributed PHC tax | | | 1,165,733 | | | 5.93 | % | | 69,883 | | | 0.66 | % |
AMT Tax | | | 576,845 | | | 2.94 | % | | 1,021,164 | | | 9.59 | % |
Franchise tax, net of tax benefit | | | 11,390 | | | 0.06 | % | | 219,977 | | | 2.07 | % |
Dividends Deduction | | | (614,942 | ) | | -3.13 | % | | (592,771 | ) | | -5.57 | % |
NOL Utilization | | | (3,429,272 | ) | | -17.46 | % | | (3,592,864 | ) | | -33.74 | % |
Tax Bracket benefit | | | (26,692 | ) | | -0.14 | % | | — | | | — | |
| | | | | | | | | | | | | |
| | | 4,557,964 | | | 23.20 | % | | 1,311,024 | | | 12.32 | % |
| | | | | | | | | | | | | |
By statute, the tax years ended December 31, 2004 through December 31, 2007 remain open to examination by the major taxing jurisdictions to which we are subject to tax.
11) DEFERRED INCOME TAXES
Deferred income taxes result from differences in the recognition of gains and losses on marketable securities, as well as operating loss carry forwards, for tax and financial statement purposes. The deferred income tax results in a liability for the marketable securities, while the operating loss carry forwards result in a deferred tax asset.
As of December 31, 2007 a valuation allowance had been established equal to the full amount of the deferred tax assets as the Company believed that it was more likely than not that these tax benefits would not be realized. However during 2008 the Company realized unexpected large profits on its portfolio investment and if fact has utilized the full amount of these benefits.
The deferred tax liability that results from the net unrealized gain on the marketable securities does not flow through the Statement of Operations due to the classification of the marketable securities as available-for-sale. Instead, the deferred tax liability is recorded in Accumulated Other Comprehensive Income, in the Stockholders’ Equity section of the Balance Sheet.
The deferred tax expense that results from the mark-to-market adjustment for book purposes on the short sales for 2008 is $1,896,483 and is reported in the Statement of Operations.
The deferred tax liability, computed at federal statutory rates of 35% in 2008 and 2007, is composed of the following items:
| | | | | | | |
| | 2008 | | 2007 | |
| | | | | |
Deferred tax assets: | | | | | | | |
Net Operating loss carry forwards | | $ | — | | $ | 3,410,396 | |
Valuation allowance | | | — | | | (3,410,396 | ) |
| | | | | | | |
| | | | | | — | |
| | | | | | | |
| | | | | | | |
Deferred tax Liabilities: | | | | | | | |
Fair market value adjustment for available -for -sale securities | | $ | 6,170,340 | | $ | 15,726,213 | |
Mark to market short positions | | | 1,896,483 | | | — | |
| | | | | | | |
| | | 8,066,823 | | | 15,726,213 | |
| | | | | | | |
As a result of the implementation of FIN 48, we recognized no material adjustment to unrecognized tax benefits. At the adoption date of January 1, 2007, we had $3,410,396 of unrecognized tax benefits, all of which would affect our effective tax rate if recognized.
57
(12) CERTAIN CONCENTRATIONS AND CONTINGENCIES
Financial instruments which potentially subject the Company to concentrations of credit risk consist primarily of the common stock of marketable electric utilities. At December 31, 2008, stocks representing 96.46% 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 seven different brokerage accounts, five at UBS, one at Merrill Lynch and one at JP Morgan Chase. The limits of this 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 provides supplemental insurance up to the face value of the securities in excess of the SIPC limit of $500,000.
Each of these brokerage houses is well known in the industry and management does not believe that these securities bear any risk of loss over and above the basic risk that a security bears through the normal activity of the securities markets. However, as at December 31, 2008, the fair market value of securities in excess of the insured limits is $17,215,801 and the cash on deposit in excess of the insured limit is $1,829,916.
The Company’s Volumex syringes are filled by an FDA approved radio pharmaceutical manufacturer. This manufacturer is the only one approved by the FDA in the United States to manufacture Volumex for interstate commerce. If this manufacturer were to cease filling the Volumex syringes for Daxor before the Company had a chance to make alternative arrangements, the effect on Daxor’s business could be material.
In the Company’s fiscal year ended December 31, 2008, the sale of Blood Volume Kits accounted for 57.12% of the Company’s total consolidated sales. There were three customers (hospitals) that accounted for 49.52% of the Company’s sale of Blood Volume Kits. Management believes that the loss of any one customer would have an adverse effect on the Company’s consolidated business for a short period of time. All three of these hospitals have purchased their BVA-100 equipment. The Company has not had any situations in which a hospital, after having purchased a blood volume analyzer, discontinued purchasing Volumex kits. This suggests that, when more hospitals purchase equipment, they will continue with ongoing purchase of Volumex kits. The Company continues to seek new customers, so that any one hospital will represent a smaller percentage of overall sales.
As disclosed in our Form 10-Q for the period ended September 30, 2008, 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 Daxor’s 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.
In response to Medicare’s change in its reimbursement policy for diagnostic radiopharmaceuticals, Daxor has lobbied CMS both individually and as a member of the Society of Nuclear Medicine’s APC Task Force, which is a select group of representatives from industry and healthcare that represents the more than 16,000 nuclear medicine professionals in the United States. One of the missions of the APC Task Force is to work directly with the CMS in an attempt to amend the current policy limiting the reimbursement of diagnostic radiopharmaceuticals for outpatient diagnostic services.
Daxor has also begun to concentrate its marketing and sales effort on inpatient diagnostic services by demonstrating the cost savings associated with the use of the blood volume analysis in the care of critically ill patients.
The Company has one pending legal action which covers the normal range of it’s business. It is the opinion of management that the Company has substantial legal and factual defenses to contest this action. The Company intends to aggressively and vigorously defend this action.
(13) 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 annual amount of rental income received from the President of the Company in the years ended December 31, 2008, 2007 and 2006 was $11,478, $11,022 and $10,646.
Jonathan Feldschuh is the co-inventor of the BVA-100 Blood Volume Analyzer and is the son of Dr. Joseph Feldschuh. In 2007 and 2008 he provided specialized consulting services with respect to the blood volume analyzer for which he received a salary each year of $18,720 plus benefits. He is expected to provide a limited amount of consultative help in the filing of the additional patents in 2009.
58
(14) RESEARCH AND DEVELOPMENT EXPENSES
All research and development costs are expensed in the period they are incurred. Research and development costs for the years ended December 31, 2008, 2007 and 2006 were $2,438,423, $2,576,708 and $2,332,339. These amounts have been classified according to the criteria specified in SFAS No. 2 –Accounting for Research and Development Costs.
(15) INTEREST EXPENSE AND INCOME
Interest expense was $184,909, $210,049, and $367,651 and interest income was $37,408, $12,838, and $3,699 in 2008, 2007, and 2006- respectively.
(16) COMMITMENTS
(A) Operating Leases
The Company leases office and laboratory space in New York City. The lease agreement for the New York City facility is a non-cancelable lease, subject to annual increases based on the Consumer Price Index, and will expire on December 31, 2015.
The Company subleased space in its New York facility to a related party only in 2008 and 2007 and a related party and a third party in 2008, 2007 and 2006. The amount of rental income received for the year ended December 31, 2008, 2007 and 2006 was $11,478, $11,022 and $13,646 and is classified as other income in the Statement of Operations.
Future minimum rental payments under the non-cancelable operating lease, exclusive of future cost of living and tax escalation increases, are as follows:
| | | | |
2009 | | $ | 306,420 | |
2010 | | $ | 306,420 | |
2011 | | $ | 306,420 | |
2012 | | $ | 306,420 | |
2013 | | $ | 306,420 | |
Thereafter | | $ | 919,260 | |
Rent expense for all non-cancelable operating leases was $323,287, $371,561, and $352,560 for the years ended December 31, 2008, 2007 and 2006 respectively.
(17) SUBSEQUENT EVENTS
There were no subsequent events which took place after December 31, 2008 which required disclosure in this Form 10-K.
(18) SEGEMENT REPORTING
The Company has two operating segments: the sale of blood volume analysis equipment and related services, and cryobanking services which encompasses blood and semen storage and related services. In addition, the Company reports an additional segment, Investment Activity, although it is not deemed to be an operating segment.
The following tables summarize the results of each segment described above for the years ended December 31, 2008, 2007 and 2006.
59
| | | | | | | | | | | | | |
| | December 31, 2008 | |
| | | |
| | Equipment Sales & Related Services | | Cryobanking & Related Services | | Investment Activity | | Total | |
| | | | | | | | | |
|
Revenues | | $ | 1,381,105 | | $ | 379,950 | | | — | | $ | 1,761,055 | |
| | | | | | | | | | | | | |
Expenses | | | | | | | | | | | | | |
| | | | | | | | | | | | | |
Cost of sales | | | 674,576 | | | 42,702 | | | — | | | 717,278 | |
| | | | | | | | | | | | | |
Research and Development | | | 2,257,601 | | | 180,822 | | | — | | | 2,438,423 | |
| | | | | | | | | | | | | |
Selling, general and administrative expenses | | | 3,085,575 | | | 726,931 | | | — | | | 3,812,506 | |
| | | | | | | | | | | | | |
| | | | | | | | | | | | | |
Total Costs and Expenses | | | 6,017,752 | | | 950,455 | | | | | | 6,968,207 | |
| | | | | | | | | | | | | |
Operating loss | | | (4,636,647 | ) | | (570,505 | ) | | — | | | (5,207,152 | ) |
| | | | | | | | | | | | | |
| | | | | | | | | | | | | |
Investment income, net | | | | | | | | | | | | | |
| | | | | | | | | | | | | |
Dividends | | | — | | | — | | | 2,509,966 | | | 2,509,966 | |
| | | | | | | | | | | | | |
Gain on sales of securities, net | | | — | | | — | | | 17,249,716 | | | 17,249,716 | |
| | | | | | | | | | | | | |
Mark to market of short positions | | | — | | | — | | | 5,364,215 | | | 5,364,215 | |
| | | | | | | | | | | | | |
Administrative expenses relating to portfolio investments | | | — | | | — | | | (99,935 | ) | | (99,935 | ) |
| | | | | | | | | | | | | |
Total Investment income, net | | | — | | | — | | | 25,023,962 | | | 25,023,962 | |
| | | | | | | | | | | | | |
| | | | | | | | | | | | | |
Interest expense, net, of interest income of $37,408 | | | (33,877 | ) | | — | | | (113,624 | ) | | (147,501 | ) |
| | | | | | | | | | | | | |
Other income | | | 11,478 | | | 446 | | | — | | | 11,924 | |
| | | | | | | | | | | | | |
| | | | | | | | | | | | | |
Income (loss) before income taxes | | | (4,659,046 | ) | | (570,059 | ) | | 24,910,338 | | | 19,681,233 | |
| | | | | | | | | | | | | |
Income tax expense | | | (30,242 | ) | | (133 | ) | | 4,588,339 | | | 4,557,964 | |
| | | | | | | | | | | | | |
| | | | | | | | | | | | | |
Net income (loss) | | $ | (4,628,804 | ) | $ | (569,926 | ) | $ | 20,321,999 | | $ | 15,123,269 | |
| | | | | | | | | | | | | |
| | | | | | | | | | | | | |
Total assets | | $ | 5,449,389 | | $ | 205,670 | | $ | 71,169,122 | | $ | 76,824,181 | |
| | | | | | | | | | | | | |
60
| | | | | | | | | | | | | |
| | December 31, 2007 | |
| | | |
| | Equipment Sales & Related Services | | Cryobanking & Related Services | | Investment Activity | | Total | |
| | | | | | | | | |
|
Revenues | | $ | 1,453,201 | | $ | 416,578 | | | — | | $ | 1,869,779 | |
| | | | | | | | | | | | | |
Expenses | | | | | | | | | | | | | |
| | | | | | | | | | | | | |
Cost of sales | | | 634,938 | | | 47,848 | | | — | | | 682,786 | |
| | | | | | | | | | | | | |
Research and Development | | | 2,390,352 | | | 186,356 | | | — | | | 2,576,708 | |
| | | | | | | | | | | | | |
Selling, general and administrative expenses | | | 3,326,211 | | | 714,944 | | | — | | | 4,041,155 | |
| | | | | | | | | | | | | |
| | | | | | | | | | | | | |
Total Costs and Expenses | | | 6,351,501 | | | 949,148 | | | | | | 7,300,649 | |
| | | | | | | | | | | | | |
Operating loss | | | (4,898,300 | ) | | (532,570 | ) | | — | | | (5,430,870 | ) |
| | | | | | | | | | | | | |
| | | | | | | | | | | | | |
| | | | | | | | | | | | | |
| | | | | | | | | | | | | |
Investment income, net | | | | | | | | | | | | | |
| | | | | | | | | | | | | |
Dividends | | | — | | | — | | | 2,419,476 | | | 2,419,476 | |
| | | | | | | | | | | | | |
Gain on sales of securities, net | | | — | | | — | | | 14,853,934 | | | 14,853,934 | |
| | | | | | | | | | | | | |
Mark to market of short positions | | | — | | | — | | | 357,337 | | | 357,337 | |
| | | | | | | | | | | | | |
Administrative expenses relating to portfolio investments | | | — | | | — | | | (55,538 | ) | | (55,538 | ) |
| | | | | | | | | | | | | |
|
Total Investment income, net | | | — | | | — | | | 17,575,209 | | | 17,575,209 | |
| | | | | | | | | | | | | |
| | | | | | | | | | | | | |
Interest expense, net, of interest income of $12,838 | | | (33,169 | ) | | — | | | (164,042 | ) | | (197,211 | ) |
| | | | | | | | | | | | | |
Other income | | | 11,022 | | | 90 | | | 0 | | | 11,112 | |
| | | | | | | | | | | | | |
| | | | | | | | | | | | | |
Income (loss) before income taxes | | | (4,920,447 | ) | | (532,480 | ) | | 17,411,167 | | | 11,958,240 | |
| | | | | | | | | | | | | |
Income tax expense | | | 56,328 | | | 563 | | | 1,254,133 | | | 1,311,024 | |
| | | | | | | | | | | | | |
| | | | | | | | | | | | | |
Net income (loss) | | $ | (4,976,775 | ) | $ | (533,043 | ) | $ | 16,157,034 | | $ | 10,647,216 | |
| | | | | | | | | | | | | |
| | | | | | | | | | | | | |
Total assets | | $ | 4,594,491 | | $ | 146,990 | | $ | 97,819,019 | | $ | 102,560,500 | |
| | | | | | | | | | | | | |
61
| | | | | | | | | | | | | |
| | December 31, 2006 | |
| | | |
| | Equipment Sales & Related Services | | Cryobanking & Related Services | | Investment Activity | | Total | |
| | | | | | | | | |
|
Revenues | | $ | 1,055,706 | | $ | 430,743 | | $ | — | | $ | 1,486,449 | |
| | | | | | | | | | | | | |
Expenses | | | 585,742 | | | 45,825 | | | — | | | 631,567 | |
| | | | | | | | | | | | | |
Cost of sales | | | | | | | | | | | | | |
Research and Development | | | 2,195,371 | | | 137,028 | | | — | | | 2,332,399 | |
Selling, general and administrative expenses | | | 3,645,655 | | | 301,749 | | | — | | | 3,947,404 | |
| | | | | | | | | | | | | |
Total Costs and Expenses | | | 6,426,768 | | | 484,602 | | | | | | 6,911,370 | |
| | | | | | | | | | | | | |
Operating loss | | | (5,371,062 | ) | | (53,859 | ) | | — | | | (5,424,921 | ) |
| | | | | | | | | | | | | |
| | | | | | | | | | | | | |
Investment income | | | | | | | | | | | | | |
Dividends | | | — | | | — | | | 2,273,737 | | | 2,273,737 | |
| | | | | | | | | | | | | |
Gain on sales of securities, net | | | — | | | — | | | 3,316,710 | | | 3,316,710 | |
| | | | | | | | | | | | | |
Mark to market of short positions | | | — | | | — | | | (544,629 | ) | | (544,629 | ) |
| | | | | | | | | | | | | |
Administrative expenses relating to portfolio investments | | | — | | | — | | | (44,564 | ) | | (44,564 | ) |
| | | | | | | | | | | | | |
| | | | | | | | | | | | | |
Total | | | | | | | | | | | | | |
Investment income, net | | | — | | | — | | | 5,001,254 | | | 5,001,254 | |
| | | | | | | | | | | | | |
| | | | | | | | | | | | | |
Interest income (expense), net of interest income of $3,699 | | | — | | | (258 | ) | | (363,694 | ) | | (363,952 | ) |
Other income | | | 13,652 | | | 186 | | | — | | | 13,838 | |
| | | | | | | | | | | | | |
Income (loss) before income taxes | | | (5,357,410 | ) | | (53,931 | ) | | 4,637,560 | | | (773,781 | ) |
| | | | | | | | | | | | | |
Income tax expense | | | 11,350 | | | 400 | | | — | | | 11,750 | |
| | | | | | | | | | | | | |
| | | | | | | | | | | | | |
Net income (loss) | | $ | (5,368,760 | ) | $ | (54,331 | ) | $ | 4,637,560 | | $ | (785,531 | ) |
| | | | | | | | | | | | | |
| | | | | | | | | | | | | |
Total assets | | $ | 3,978,385 | | $ | 116,718 | | | 74,071,209 | | $ | 78,166,312 | |
| | | | | | | | | | | | | |
62
(19) SELECTED FINANCIAL DATA
Summary of Quarterly Financial Data (Unaudited) for the Year Ended December 31, 2008
| | | | | | | | | | | | | |
Description | | Quarter ended 03/31/08 | | Quarter ended 06/30/08 | | Quarter ended 09/30/08 | | Quarter ended 12/31/08 | |
| | | | | | | | | |
Operating Revenues | | $ | 420,913 | | $ | 556,587 | | $ | 451,253 | | $ | 332,302 | |
Operating Expenses including Cost of Sales | | $ | 1,689,714 | | $ | 1,780,838 | | $ | 1,672,976 | | $ | 1,824,679 | |
| | | | | | | | | | | | | |
Other Income | | $ | 8,589,809 | | $ | 3,129,093 | | $ | 9,948,065 | | $ | 3,221,418 | |
Income Taxes | | | — | | $ | 400,000 | | $ | 2,325,000 | | $ | 1,832,964 | |
| | | | | | | | | | | | | |
Net Income(Loss) | | $ | 7,321,008 | | $ | 1,504,842 | | $ | 6,401,342 | | $ | (103,923 | ) |
Income(Loss) Per Share-Basic | | $ | 1.66 | | $ | 0.35 | | $ | 1.48 | | $ | ($0.01 | ) |
Income(Loss)Per Share-Diluted | | $ | 1.66 | | $ | 0.34 | | $ | 1.47 | | $ | ($0.01 | ) |
Summary of Quarterly Financial Data (Unaudited) for the Year Ended December 31, 2007
| | | | | | | | | | | | | |
Description | | Quarter ended 03/31/07 | | Quarter ended 06/30/07 | | Quarter ended 09/30/07 | | Quarter ended 12/31/07 | |
| | | | | | | | | |
Operating Revenues | | $ | 505,882 | | $ | 545,318 | | $ | 349,547 | | $ | 469,032 | |
Operating Expenses including Cost of Sales | | $ | 1,711,749 | | $ | 1,779,579 | | $ | 1,918,386 | | $ | 1,890,935 | |
| | | | | | | | | | | | | |
Other Income | | $ | 4,265,861 | | $ | 3,574,176 | | $ | 3,524,442 | | $ | 6,024,631 | |
Income Taxes | | | — | | | — | | | — | | $ | 1,311,024 | |
| | | | | | | | | | | | | |
Net Income | | $ | 3,059,994 | | $ | 2,339,915 | | $ | 1,955,603 | | $ | 3,291,704 | |
Income Per Share-Basic | | $ | 0.66 | | $ | 0.51 | | $ | 0.43 | | $ | 0.73 | |
Income Per Share-Diluted | | $ | 0.66 | | $ | 0.51 | | $ | 0.43 | | $ | 0.73 | |
63
The consolidated statements of operations data for the years ended December 31, 2008, 2007, 2006 and 2005 are derived from our audited consolidated financial statements that are included herein. The consolidated statements of operations data for the year ended December 31, 2004 has been derived from audited consolidated financial statements that are not included in this report.. Operations Data:
| | | | | | | | | | | | | | | | |
| | Year Ended December 31, | |
| | 2008 | | 2007 | | 2006 | | 2005 | | 2004 | |
| | | | | | | | | | | |
| | | | | | | | | | | | | | | | |
Operating revenues | | $ | 1,761,055 | | $ | 1,869,779 | | $ | 1,486,449 | | $ | 1,343,538 | | $ | 1,066,314 | |
| | | | | | | | | | | | | | | | |
Total revenues | | | 1,761,055 | | | 1,869,779 | | | 1,486,449 | | | 1,343,538 | | | 1,066,314 | |
| | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | |
Costs and expenses: | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | |
Operations of laboratories & costs of production | | | 717,278 | | | 682,786 | | | 631,567 | | | 565,742 | | | 251,622 | |
Research and Development | | | 2,438,423 | | | 2,576,708 | | | 2,332,399 | | | 2,152,261 | | | 1,566,115 | |
| | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | |
Selling, general and administrative | | | 3,812,506 | | | 4,041,155 | | | 3,947,404 | | | 3,528,560 | | | 2,790,444 | |
| | | | | | | | | | | | | | | | |
Total costs and expenses | | | 6,968,207 | | | 7,300,649 | | | 6,911,370 | | | 6,246,563 | | | 4,608,181 | |
| | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | |
Loss from operations | | | (5,207,152 | ) | | (5,430,870 | ) | | (5,424,921 | ) | | (4,903,025 | ) | | (3,541,867 | ) |
| | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | |
Other Income and Expenses: | | | | | | | | | | | | | | | | |
Dividend income | | | 2,509,966 | | | 2,419,476 | | | 2,273,737 | | | 2,511,054 | | | 1,990,669 | |
Gains on sale of investments | | | 17,249,716 | | | 14,853,934 | | | 3,316,710 | | | 1,515,653 | | | 989,599 | |
Mark to Market of Short Positions | | | 5,364,215 | | | 357,337 | | | (544,629 | ) | | (204,225 | ) | | 266,807 | |
Other revenues | | | 11,924 | | | 11,112 | | | 13,838 | | | 14,686 | | | 15,245 | |
Investment Recovery | | | — | | | — | | | — | | | 75,000 | | | — | |
Admin Expense relating to portfolio investments | | | | | | (99,935 | ) | | (55,538 | ) | | (44,564 | ) | | (1,126 | ) |
| | | | | | | | | | | | (36,842 | ) | | | |
Interest expense, net of Interest Income | | | (147,501 | ) | | (197,211 | ) | | (363,952 | ) | | (296,114 | ) | | (108,949 | ) |
| | | | | | | | | | | | | | | | |
Total Other Income and Expenses | | | 24,888,385 | | | 17,389,110 | | | 4,651,140 | | | 3,579,212 | | | 3,152,245 | |
| | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | |
Income (Loss) before income taxes | | | 19,681,233 | | | 11,958,240 | | | (773,781 | ) | | (1,323,813 | ) | | (389,622 | ) |
| | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | |
Provision for income taxes | | | 4,557,964 | | | 1,311,024 | | | 11,750 | | | 12,168 | | | — | |
| | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | |
Net Income (Loss) | | $ | 15,123,269 | | $ | 10,647,216 | | $ | (785,531 | ) | $ | (1,335,981 | ) | $ | (389,622 | ) |
| | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | |
Weighted average number of common shares outstanding - basic | | | 4,350,951 | | | 4,572,119 | | | 4,625,168 | | | 4,638,384 | | | 4,615,993 | |
| | | | | | | | | | | | | | | | |
Weighted average number of common shares outstanding- basis | | | 4,375,623 | | | 4,572,119 | | | 4,625,168 | | | 4,638,384 | | | 4,615,993 | |
| | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | |
Income (Loss) per common equivalent share - basic | | $ | 3.48 | | $ | 2.33 | | $ | (0.17 | ) | $ | (0.29 | ) | $ | (0.08 | ) |
| | | | | | | | | | | | | | | | |
Income (Loss) per common equivalent share - diluted | | $ | 3.46 | | $ | 2.33 | | $ | (0.17 | ) | $ | (0.29 | ) | $ | (0.08 | ) |
Dividends Per Common Share | | $ | 1.50 | | | — | | | — | | | — | | | — | |
| | | | | | | | | | | | | | | | |
64
For the Year Ended December 31, 2008, the Company paid total dividends of $6,452,502 or $1.50 per share on its Common Stock. The dividend of $1.50 per share was paid as follows: $0.25 per share on August 26th, $0.25 per share on November 26th and a special dividend of $1.00 per share on December 30, 2008.
This is the first time the Company has paid dividends since a single cash dividend of $0.50 per share on the Common Stock in 1997. No dividends have been declared or paid in 2009 and any future dividends will be dependent upon the Company’s earnings, financial condition and other relevant factors.
Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.
None to report.
Item 9A. Controls and Procedures
Evaluation of Disclosure Controls and Procedures
Item 9A. CONTROLS AND PROCEDURES
(a) Evaluation a/Disclosure Controls and Procedures:
We maintain “disclosure controls and procedures,” as such term is defined in Rule 13a-15(e) and Rule 15d-15(e) under the Securities Exchange Act of 1934 (the “Exchange Act”), that are designed to ensure that information required to be disclosed in reports we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in Securities and Exchange Commission rules and forms, and that such information is collected and communicated to management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure.
In designing and evaluating our disclosure controls and procedures, management recognized that no matter how well conceived and operated, disclosure controls and procedures can provide only reasonable, not absolute, assurance that the objectives of the disclosure controls and procedures are met. Our disclosure controls and procedures have been designed, and management believes that they meet, reasonable assurance standards. Based on their evaluation as of the end of the period covered by this Annual Report on Form 10-K, the Chief Executive Officer and the Chief Financial Officer have concluded that, subject to the limitations noted above, our disclosure controls and procedures were effective.
65
(b) Management’s Report on Internal Control Over Financial Reporting
The management of the Company is responsible for establishing and maintaining adequate internal control over financial reporting. Our internal control system was designed to provide reasonable assurance to our management and board of directors regarding the preparation and fair presentation of published financial statements. All internal control systems, no matter how well designed, have inherent limitations. Therefore, even those systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation.
Our management assessed the effectiveness of our internal control over financial reporting as of December 31, 2008. In making this assessment, we used the criteria set forth in Internal Control - Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on our assessment, we believe that, as of December 31, 2008, the company’s internal control over financial reporting was effective based on those criteria. This annual report does not include an attestation report of the Company’s registered public accounting firm pursuant to temporary rules of the Securities and Exchange Commission that permit the Company to provide only management’s report in this annual report
(c) Changes in Internal Control Over Financial Reporting
As of the year ended December 31, 2008, there were no changes in our internal control over financial reporting (as defined in Rule 13a-15(J) under the Exchange Act) that have materially affected, or are reasonably likely to affect, our internal control over financial reporting.
PART III
Item 10. Directors and Executive Officers of the Registrant.
The information required by item 10 is incorporated by reference to our proxy statement for our 2009 Annual Meeting of Shareholders, which will be filed with the Securities and Exchange Commission within 120 days after the close of our 2008 year end.
Item 11. Executive Compensation.
The information required by item 11 is incorporated by reference to our proxy statement for our 2009 Annual Meeting of Shareholders, which will be filed with the Securities and Exchange Commission within 120 days after the close of our 2008 year end.
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.
This information required by item 12 is incorporated by reference to our proxy statement for our 2009 Annual Meeting of Shareholders, which will be filed with the Securities and Exchange Commission within 120 days after the close of our 2008 year end.
Item 13. Certain Relationships and Related Transactions.
There are no relationships or related transactions beyond those which have been disclosed in the 10-K.
Item 14. Principal Accounting Fees and Services.
For the years ended December 31, 2008 and December 31, 2007, the Company paid (or will pay) the following fees to Rotenberg Meril Solomon Bertiger & Guttilla, PC, its independent registered accounting firm, for services rendered during the year or for the audit in respect of those years:
| | | | | | | |
Fee Type | | 2008 | | 2007 | |
| | | | | |
| | | | | | | |
Audit Fees (1) | | $ | 125,650 | | $ | 104,863 | |
Tax Fees (2) | | | 19,066 | | | 10,346 | |
All Other Fees | | | 3,630 | | | 2,565 | |
| | | | | | | |
| | | | | | | |
Total | | $ | 148,346 | | $ | 117,774 | |
| | | | | | | |
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| | |
| (1) | Fees paid for professional services rendered in connection with the audit of the annual financial statements and review of the quarterly financial statements for each fiscal year. |
| | |
| (2) | Represents fees paid for tax compliance, tax planning and related tax services. |
Audit Committee Pre-Approval of Audit and Permissible Non-Audit Services of Independent Auditors
The Audit Committee pre-approves all audit and permissible non-audit services provided by the independent auditors. These services may include audit services, audit-related services, tax services and other services. The Audit Committee has adopted a policy for the pre-approval of services provided by the independent auditors.
PART IV
Item 15. Exhibits and Financial Statement Schedules.
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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, thereto duly authorized.
DAXOR CORPORATION
| | |
| | |
| by: /s/ Joseph Feldschuh | |
| | |
| Joseph Feldschuh, M.D | |
| President and Chief | |
| Executive Officer | |
| Chairman of the Board | |
| | |
Dated: March 19, 2009 | | |
Pursuant to the requirements of the Securities and Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.
| | | | |
Signature | | Title | | Date |
| | | | |
| | | | |
/s/ Joseph Feldschuh | | President and Director | | March 19, 2009 |
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Joseph Feldschuh, M.D. | | Chief Executive Officer | | |
| | | | |
/s/ Stephen Feldschuh | | Chief Operating Officer | | March 19, 2009 |
| |
Stephen Feldschuh | | | | |
| | | | |
/s/ David Frankel | | Chief Financial Officer | | March 19, 2009 |
| | | | |
David Frankel | | | | |
| | | | |
/s/ Diane M. Meegan | | Corporate Secretary | | March 19, 2009 |
| | | | |
Diane M. Meegan | | | | |
| | | | |
/s/ Robert Willens | | Director | | March 19, 2009 |
| | | | |
Robert Willens | | | | |
| | | | |
/s/ James Lombard | | Director | | March 19, 2009 |
| | | | |
James Lombard | | | | |
| | | | |
/s/ Martin Wolpoff | | Director | | March 19, 2009 |
| | | | |
Martin Wolpoff | | | | |
| | | | |
/s/ Mario Biaggi | | Director | | March 19, 2009 |
| | | | |
Mario Biaggi, ESQ | | | | |
| | | | |
/s/ Bernhard Saxe | | Director | | March 19, 2009 |
| | | | |
Bernhard Saxe, ESQ | | | | |
| | | | |
/s/ Stanley Epstein | | Director | | March 19, 2009 |
| | | | |
Stanley Epstein, M.D. | | | | |
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Board of Directors: | | |
| | |
Name | | Title |
| | |
Dr. Joseph Feldschuh | | Chairman, President, & CEO |
James Lombard | | Director |
Martin Wolpoff | | Director |
Robert Willens | | Director |
Mario Biaggi, ESQ | | Director |
Bernhard Saxe, ESQ | | Director |
Dr. Stanley Epstein, M.D. | | Director |
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