SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ----------------------------------- FORM 10-Q Quarterly Report Under Section 13 or 15(d) of the Securities Act of 1934 FOR QUARTER ENDED SEPTEMBER 30, 2002 Commission File Number 0-12248 DAXOR CORPORATION (Exact Name as Specified in its Charter) New York 13-2682108 (State or Other Jurisdiction of (I.R.S. Employer Incorporation or Organization) Identification No.) 350 Fifth Ave Suite 7120 New York, New York 10118 (Address of Principal Executive Offices & Zip Code) Registrant's Telephone Number: (212) 244-0555 (Including Area Code) Indicate by check mark whether the registrant (1) has filed all reports required by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes |X| No |_| Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date. CLASS OUTSTANDING AT SEPTEMBER 30,2002 -------------------------------------------------------------------------------- COMMON STOCK PAR VALUE: $.O1 per share 4,662,909 PART I. FINANCIAL INFORMATION ITEM 1. FINANCIAL STATEMENTS PAGE ---- Consolidated Balance Sheet as at September 30, 2002 and December 31, 2001 F-1 Consolidated Statements of Income (Unaudited) for the Three and Nine Months ended September 30,2002 and 2001 F-2 Consolidated Statements of Cash Flows (Unaudited) for the Nine Months ended September 30, 2002 and 2001 F-3 Notes to Consolidated Financial Statements (Unaudited) F-4&5 PART II. OTHER INFORMATION ITEM 1. LEGAL PROCEEDINGS ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS: RESULTS OF OPERATIONS AND FINANCIAL CONDITION DAXOR CORPORATION FINANCIAL STATEMENTS ================================================================================ DAXOR CORPORATION CONSOLIDATED BALANCE SHEETS [UNAUDITED] September 30, December 31, 2002 2001 ---- ---- ASSETS ================================================================================== CURRENT ASSETS Cash $ 21,814 $ 431,949 Marketable Securities at Fair Value September 30,2002 and December 31, 2001. (Notes 1 and 2) 37,551,238 42,271,902 Accounts receivable 174,590 174,242 Other current assets 318,313 312,310 ------------ ------------ Total Current Assets 38,065,955 43,190,403 EQUIPMENT AND IMPROVEMENTS Storage tanks 125,815 125,815 Leasehold improvements, furniture and equipment 880,280 837,807 Laboratory equipment 290,104 288,087 ------------ ------------ 1,296,199 1,251,709 Less: Accumulated depreciation and amortization 1,016,084 975,593 ------------ ------------ Net equipment and improvements 280,115 276,116 Other Assets 72,184 73,634 Total Assets $ 38,418,254 $ 43,540,153 ------------ ------------ ---------------------------------------------------------------------------------- LIABILITIES AND SHAREHOLDERS' EQUITY ================================================================================== CURRENT LIABILITIES Accounts payable and accrued liabilities $ 53,100 $ 52,855 Loans payable (Notes 1 and 2) 909,792 1,000,000 Other Liabilities 90,194 22,885 Deferred Taxes (Note 1) 5,339,170 7,135,446 ------------ ------------ Total Liabilities 6,392,256 8,211,186 SHAREHOLDERS' EQUITY Common stock, par value $.01 per share: Authorized 10,000,000 shares: issued and outstanding shares 4,662,909 September 30, 2002 and 4,664,909 December 31, 2001 53,097 53,097 Additional Paid in capital 9,798,232 9,798,232 Net unrealized holding gains on available-for-sale securities (Note 1) 10,364,271 13,851,161 Retained earnings 16,655,681 16,440,007 Treasury stock (4,845,283) (4,813,530) ------------ ------------ Total Shareholders' Equity 32,025,998 35,328,967 Total Liabilities and Shareholders' Equity $ 38,418,254 $ 43,540,153 ============ ============ See accompanying notes to cosolidated financial statements F-1 DAXOR CORPORATION CONSOLIDATED STATEMENTS OF INCOME (UNAUDITED) THREE MONTHS ENDED NINE MONTHS ENDED September 30, September 30, 2002 2001 2002 2001 ---- ---- ---- ---- REVENUES: ----------------------------------------------------------------------------------------------- Operating revenues $ 200,100 $ 185,705 $ 589,604 $ 464,699 Other revenues 6,522 44,180 28,337 143,504 Dividend income 507,454 452,536 1,415,997 1,391,701 Gains (losses) on sale of securities 80,194 2,171 175,258 11,902 Total Revenues 794,270 684,592 2,209,196 2,011,806 ----------- ----------- ---------- ---------- ----------------------------------------------------------------------------------------------- COSTS AND EXPENSES ----------------------------------------------------------------------------------------------- Operations of Laboratories 172,244 171,577 575,028 600,790 Selling, General, and Administrative 510,251 344,594 1,378,022 1,015,196 Interest expense, net of interest income 7,475 32,320 26,268 101,903 ----------- ----------- ---------- ---------- Total Costs and Expenses 689,970 548,491 1,979,318 1,717,889 ----------- ----------- ---------- ---------- Net Income (Loss) Before Income Taxes 104,300 136,101 229,878 293,917 Provision for income taxes (709) (2,864) 14,204 20,728 ----------- ----------- ---------- ---------- Net Income (Loss) $ 105,009 $ 138,965 $ 215,674 $ 273,189 =========== =========== ========== ========== Weighted Average Number of Shares Outstanding 4,663,909 4,664,909 4,664,576 4,664,909 Net Income or (Loss) per Common Equivalent Share $ 0.03 $ 0.03 $ 0.05 $ 0.06 =========== =========== ========== ========== See accompanying notes to financial statements F-2 DAXOR CORPORATION CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED) FOR THE NINE MONTHS ENDED SEPTEMBER 30, SEPTEMBER 30, 2002 2001 ---- ---- CASH FLOWS FROM OPERATING ACTIVITIES Net income or (loss) $ 215,674 $ 273,189 -------------------------------- Adjustments to reconcile net income (loss) to net cash provided by operating activities: Depreciation and Amortization 42,241 34,801 (Gain) loss on sale of investments (175,258) (11,902) Change in assets and liabilities: (Increase) decrease in accounts receivable (348) (78,022) (Increase) decrease in other current assets (6,003) (19,425) (Increase) decrease in other assets net of amortization (300) 1,100 Increase (decrease) in accounts payable, accrued and other liabilities net of "short sales" 1,248 (3,784) -------------------------------- Total adjustments (138,420) (77,232) -------------------------------- -------------------------------- Net cash provided by or (used in) operating activities 77,254 195,957 CASH FLOWS FROM INVESTING ACTIVITIES: Payment for purchase of equipment and improvements (44,490) (994) Net cash provided or (used) in purchase and sale of investments (403,372) (354,404) Net proceeds (repayments) of loans from brokers used to purchase investments 209,792 192,918 Proceeds from "short sales" not closed 82,434 3,609 -------------------------------- Net cash provided by or (used in) investing activities (155,636) (158,871) CASH FLOWS FROM FINANCING ACTIVITIES: Repayment of bank loan (300,000) 0 Payment for purchase of treasury stock (31,753) 0 Net cash provided by or (used in) financing activities (331,753) 0 --------- Net increase (decrease) in cash and cash equivalents (410,135) 37,086 Cash and cash equivalents at beginning of year 431,949 18,439 -------------------------------- Cash and cash equivalents at end of period $ 21,814 $ 55,525 ================================ See accompanying notes to financial statements F-3 DAXOR CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) NINE MONTHS ENDED SEPTEMBER 30, 2002 AND 2001 In the opinion of the Company, the accompanying unaudited consolidated financial statements contain all adjustments (consisting of only normal recurring accruals) necessary to present fairly the financial position as of September 30,2002, and December 31, 2001, the results of operations for the three and nine months ended September 30,2002 and 2001 and cash flows for the nine months ended September 30, 2002 and 2001. The consolidated financial statements include the accounts of the Company and its subsidiary. All significant intercompany transactions and balances have been eliminated in consolidation. (1) MARKETABLE SECURITIES Upon adoption of FASB No. 115, management has determined that the company's portfolio is best characterized as "Available-For-Sale". This has resulted in the balance sheet carrying value of the company's marketable securities investments, as of September 30, 2002 and December 31, 2001 being increased approximately 71.88% and 98.60% respectively over its historical cost. A corresponding increase in shareholders' equity has been effectuated. In accordance with the provisions of FASB No. 115, the adjustment in shareholders' equity to reflect the company's unrealized gains has been made net of the tax effect had these gains been realized. The following tables summarize the company's investments as of : September 30, 2002 ------------------ Unrealized Unrealized Type of security Cost Fair Value holding gains holding losses ---------------- ---- ---------- ------------- -------------- Equity $21,817,128 $37,537,738 $17,336,476 $1,615,866 Debt 30,669 13,500 -0- 17,169 ----------- ----------- ----------- ---------- Total $21,847,797 $37,551,238 $17,336,476 $1,633,035 =========== =========== =========== ========== December 31, 2001 ----------------- Unrealized Unrealized Type of security Cost Fair Value holding gains holding losses ---------------- ---- ---------- ------------- -------------- Equity $21,270,436 $42,271,002 $21,182,144 $181,578 Debt 14,859 900 0 13,959 Total $21,285,295 $42,271,902 $21,182,144 $195,537 =========== =========== =========== ======== At September 30, 2002 the securities held by the Company had a market value of $ 37,551,238 and a cost basis of $ 21,847,797 resulting in a net unrealized gain of $ 15,703,441 or 71.88% of cost. At December 31, 2001 the securities held by the Company had a market value of $42,271,902 and a cost basis of $ 21,285,295 resulting in a net unrealized gain of $20,986,607 or 98.60% of cost. At September 30, 2002 and December 31, 2001 marketable securities, primarily consisting of preferred and common stocks of utility companies, are valued at fair value. (2) LOANS PAYABLE As at September 30, 2002 and December 31, 2001, the Company had loans outstanding aggregating $700,000 and $1,000,000 borrowed on a short term basis from a bank, which are secured by certain marketable securities of the Company. The loans bear interest at approximately 4.2%. Short term margin debt due to brokers secured by the Companies marketable securities, totaled $209,792 at September 30, 2002 and $-0- at December 31, 2001. Part II OTHER INFORMATION Item 1. Legal Proceedings None MANAGEMENT'S DISCUSSION AND ANALYSIS RESULTS OF OPERATIONS AND FINANCIAL CONDITION ITEM 2. RESULTS OF OPERATIONS Three months ended September 30, 2002 as compared with three months ended September 30, 2001. For the three months ended September 30, 2002 total revenues were $794,270 up from $684,592 in 2001. Operating revenues were $200,100 in 2002 up from $185,705 in 2001. Dividend income was $507,454 with a net interest expense of $7,475 in 2002, as compared to dividend income of $452,536 with a net interest expense of $32,320 in 2001. In 2002, the Company had a net income before income taxes, of $104,300 versus a net income before income taxes of $136,101 in 2001. The Company anticipates that it's sales of equipment and kits will become the major source of income for the Company. Nine months ended September 30, 2002 as compared with nine months ended September 30, 2001. For the nine months ended September 30,2002, total revenues were $2,209,196 up from $2,011,806 in 2001. Operating revenues were $589,604 up from $464,699 in 2001. Dividend income was $1,415,997 with a net interest expense of $26,268, as compared to the dividend income of $1,391,701 with a net interest expense of $101,903 in 2001. In 2002, the Company had $175,258 in capital gains vs. $11,902 in 2001. In 2002, the Company had a net income before income taxes of $229,878 versus $293,917 before income taxes in 2001. The Company has adopted a policy that encourages leasing or renting of equipment to enable hospitals to test the equipment. This results in a sale of kits but a slower recognition of operating income from BVA sales. The increase in operating revenues was primarily related to the increase in sales of the kits used in conjunction with the Blood Volume Analyzer. LIQUIDITY AND CAPITAL RESOURCES At September 30, 2002 the Company had total assets of $38,418,254 and total liabilities of $6,392,256 with shareholders' equity of $32,025,998. The Company has a net pre-taxed unrealized gain of $15,703,441 and $10,364,271 of net after tax unrealized capital gains on available-for-sale securities in its portfolio. This amount is included in the calculation of Total Shareholders' Equity. The Company's stock portfolio had a market value of $37,551,238 with short-term loans of $909,792 with 4,662,909 shares outstanding. The Company has adequate resources for the current marketing level of its Blood Volume Analyzer as well as capital to sustain its localized semen and blood banking services. In June 2002, the Company engaged in a search firm for the development of a national sales force. In September, Richard Prall was hired as Vice-President of sales. In addition, three regional sales managers for the Mid-West, Northeast, and South central were also hired. These regional managers previously worked with GE Medical Services and Toshiba Medical Services in the area of Nuclear Medicine. This addition to the staff is part of the Company's implementation of its previous announced plans to develop a nationwide sales force. The new sales team will initially result in an increased cost to the Company as they undergo intensive training in utilization of the Blood Volume Analyzer. The three regional sales managers had previously worked with Mr. Prall at various times. This has shortened the development time for an integrated managerial sales team. It is anticipated that two or three additional regional managers will be named soon. It is the goal of the marketing team to develop an individual sales team for each regional manager. The Company is also expanding its support services personnel. The decision to develop the marketing team was partially based on the anticipation of new publications in peer reviewed medical journals by current users of the Blood Volume Analyzer. The Company's goal is to establish blood volume measurement as a standard of care in multiple areas of medicine and surgery. It is hoped that publication of research studies from leading medical facilities will enable an increase in sales in both the Blood Volume Analyzer and it's associated kits. The Company has an instrument loaner reagent plan which requires use of the Company's reserves. Under a sale or a lease plan, the Company receives income immediately on its equipment. The equipment loaner reagent plan permits a user to make a minimal initial capital commitment. This results in a slower return on capital expenditure for the Company. The Company is currently leasing its equipment directly. The Company is currently negotiating with an independent leasing company to whom it will sell the BVA-100. Under these circumstances, a sale would be immediately recognized by the Company. The Company is evaluating blood volume instrumentation management programs for hospitals. Under such a plan, the Company would provide equipment and personnel on a sub-contract basis. The Company will use its current financial reserves primarily for developing and marketing the Blood Volume Analyzer. The Company is evaluating various options to expand blood banking services in conjunction with the use of the Blood Volume Analyzer. The Company did not file any reports on form 8-K. SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. DAXOR CORPORATION ----------------- (Registrant) DATE: November 13,2002 ---------------------- ------------------------------ JOSEPH FELDSCHUH, M.D. President DATE: November 13,2002 ---------------------- ------------------------------ GARY FISCHMAN, Ph.D. Vice President DATE: November 13,2002 ---------------------- ------------------------------ STEPHEN FELDSCHUH Acting Treasurer DATE: November 13,2002 ---------------------- ------------------------------ DIANE MEEGAN Corporate Secretary