-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, BYWrrVLr5Fn3uVW/EL3UvEXZhmSpYfLjp7SRdfyKhGa+icpKhUsC5/c8W499fKTW MLLmNFwLVHq/QblYuMSTEQ== 0001214659-07-002420.txt : 20071114 0001214659-07-002420.hdr.sgml : 20071114 20071114134217 ACCESSION NUMBER: 0001214659-07-002420 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20071114 ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20071114 DATE AS OF CHANGE: 20071114 FILER: COMPANY DATA: COMPANY CONFORMED NAME: NATIONAL PATENT DEVELOPMENT CORP CENTRAL INDEX KEY: 0001279715 STANDARD INDUSTRIAL CLASSIFICATION: MISCELLANEOUS MANUFACTURING INDUSTRIES [3990] IRS NUMBER: 134005439 STATE OF INCORPORATION: DE FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-50587 FILM NUMBER: 071242957 BUSINESS ADDRESS: STREET 1: 777 WESTCHESTER AVE. STREET 2: FOURTH FLOOR CITY: WHITE PLAINS STATE: NY ZIP: 10640 8-K 1 a1114718k.htm a1114718k.htm


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549

FORM 8-K

CURRENT REPORT PURSUANT
TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
 

Date of report (Date of earliest event reported):
November 14, 2007
 
 NATIONAL PATENT DEVELOPMENT CORPORATION
 (Exact Name of Registrant as Specified in Its Charter)
 
 Delaware
 (State or Other Jurisdiction of Incorporation)
 
 000-50587 
 
 13-4005439
 (Commission File Number)
 
  (IRS Employer Identification No.)
     
     
 10 East 40th Street, Suite 3110, New York, NY
 
 10016
 (Address of Principal Executive Offices) 
 
 (Zip Code)
 
 (646) 742−1600
 (Registrant’s Telephone Number, Including Area Code)
 
 
 (Former Name or Former Address, if Changed Since Last Report)
 
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

o
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 40.13e-4(c))
 





Item 2.02  Results of Operations and Financial Condition.
 
On November 14, 2007, National Patent Development Corporation issued a press release reporting earnings and other financial results for the three months and nine months ended September 30, 2007.  A copy of the press release is attached and is being furnished as Exhibit 99.
 
Item 9.01.  Financial Statements and Exhibits.
 
(d)           Exhibits.
 
 
99
Press release of National Patent Development Corporation, dated November 14, 2007
 



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 hereunto duly authorized.
 
 
 
 
NATIONAL PATENT DEVELOPMENT
CORPORATION
 
       
       
Date:  November 14, 2007
By:
/s/ IRA J. SOBOTKO  
    Name:  Ira J. Sobotko  
    Title:   Vice President, Finance  
       

 





 
EXHIBIT INDEX
 

Exhibit No.
Title
   
99
Press release of National Patent Development Corporation, dated November 14, 2007

 
 
 

 
 
EX-99 2 ex99.htm PRESS RELEASE ex99.htm
Exhibit 99

For Immediate Release

National Patent Development Corporation Reports Fiscal 2007 Third Quarter
and Nine Month Operating Results

NEW YORK, November 14, 2007--National Patent Development Corporation (OTC Bulletin Board: NPDV.OB - News) today reported a net loss of $(1,351,000) for the three months ended September 30, 2007 or $(0.08) per fully diluted share, compared to a net loss of $(95,000) or $(0.01) per fully diluted share, in the corresponding three month period a year ago.
 
For the nine months ended September 30, 2007, the Company reported net income of $13,492,000 or $0.76 per fully diluted share, compared to a loss of $(650,000) or $(0.04) per fully diluted share, in the corresponding nine month period a year ago.
 
The net income for the first nine months of the fiscal year is due, primarily, to a gain of $17,031,000 recognized as a result of the merger of Valera Pharmaceuticals, Inc., in which the Company had an approximately 14% interest, and Indevus Pharmaceuticals, Inc. This gain was offset by a realized loss of $1,023,000 based upon the proceeds received by the Company from the post-merger sale of 2,639,482 shares of Indevus stock, which represented the Company’s entire position at the time. The gain includes the May 2007 receipt of the first contingent payment from Indevus based upon achievement of a post-merger milestone. The Company had net proceeds from the sale of the Indevus shares of $17,598,000, and had cash and cash equivalents of $17,026,000 at September 30, 2007.  In addition, for the nine months ended September 30, 2007, net operating income of the Company's segments increased by $1,188,000 as compared to the same period in the prior year, due, primarily, to improved operating results for Five Star Products, Inc. (Five Star).
 
The increased net loss for the three months ended September 30, 2007 of $1,256,000 as compared to the same period last year, is principally attributable to a $710,000 loss recognized on the sale of a portion of the Indevus shares referred to above and an impairment charge of $266,000 related to the Company’s investment in Millenium Cell, Inc., partially offset by increased third quarter operating profit of $518,000 at Five Star.
 
National Patent's majority owned subsidiary, Five Star, issued a press release on November 14, 2007 announcing its results for the third quarter and nine months ended September 30, 2007, which is attached hereto.
 
About National Patent Development Corporation
 
National Patent Development Corporation (OTC Bulletin Board: NPDV.OB - News), is the majority owner of Five Star. National Patent also owns and operates an optical plastics business through its wholly owned subsidiary, MXL Industries, Inc. In addition, National Patent owns certain other non-core assets including real estate.
 
Safe Harbor Statement
 
This press release contains certain "forward-looking statements" within the meaning of Section 21E of the Securities Exchange Act of 1934 and the U.S. Private Securities Litigation Reform Act of 1995, including statements relating to, among other things, future business plans, strategies and financial position, working capital and capital expenditure needs, growth opportunities, and any statements of belief and any statements of assumptions underlying any of the foregoing. Neither the Company nor Five Star Products, Inc. have any material third party commitments with respect to growth plans. There is no assurance that specific plans can be executed or, if executed, will be successful from an operational or financial standpoint. These plans could require capital beyond the funds presently available to the Company.


 
These forward-looking statements reflect the current view of the management of National Patent Development Corporation with respect to future events and financial performance and are subject to certain risks, uncertainties, assumptions and changes in condition that could cause actual results to differ materially from those in the forward-looking statements, all of which are difficult to predict and many of which are beyond the control of National Patent Development Corporation, including, but not limited to the risks, uncertainties, assumptions and changes in condition detailed National Patents' periodic reports and registration statements filed with the Securities and Exchange Commission.
 
National Patent Development Corporation does not intend to, and disclaims any duty or obligation to, update or revise any forward-looking statements or industry information set forth in this press release to reflect new information, future events or otherwise.

 
Contact:
National Patent Development Corporation
Dean Heine, 646-742-1630
 
 
Tables Follow:
 


 
NATIONAL PATENT DEVELOPMENT CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
(in thousands, except per share data)


   
Three Months Ended
   
Nine Months Ended
 
   
September 30,
   
September 30,
 
   
2007
   
2006
   
2007
   
2006
 
                         
Sales
  $
35,205
    $
30,125
    $
105,270
    $
92,491
 
Cost of sales
   
28,691
     
25,265
     
86,876
     
76,884
 
Gross margin
   
6,514
     
4,860
     
18,394
     
15,607
 
                                 
Selling, general and administrative
  expenses
    (6,076 )     (4,679 )     (17,047 )     (14,474 )
                                 
      Operating  profit
   
438
     
181
     
1,347
     
1,133
 
                                 
Interest expense
    (448 )     (391 )     (1,280 )     (1,234 )
Gain on exchange of Valera for  Indevus shares
                    17,031          
Investment and other income (loss), net
    (963 )    
180
      (1,732 )     (2 )
                                 
Income (loss) before income taxes and  
minority interest
    (973 )     (30 )    
15,366
      (103 )
                                 
Income tax expense
    (236 )     (54 )     (1,296 )     (400 )
                                 
Income (loss) before minority interest
    (1,209 )     (84 )    
14,070
      (503 )
                                 
Minority interest
    (142 )     (11 )     (578 )     (147 )
                                 
Net income (loss)
  $ (1,351 )   $ (95 )   $
13,492
    $ (650 )
                                 
Net income (loss) per share
                               
Basic
  $ (0.08 )    $ (0.01   $  0.76     $  (0.04 ) 
Diluted
  $ (0.08 )   $ (0.01 )   $
0.76
    $ (0.04 ) 




NATIONAL PATENT DEVELOPMENT CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(in thousands)

   
September 30,
   
December 31,
 
   
2007
   
2006
 
 
Assets
 
(unaudited)
       
Current assets
           
Cash and cash equivalents
  $
17,026
    $
4,485
 
Accounts receivable, less allowance
               
  for doubtful accounts of  $529 and $566
   
17,669
     
11,939
 
Receivable from GP Strategies Corporation
           
251
 
Inventories
   
25,840
     
22,535
 
Prepaid expenses and other current assets
   
471
     
724
 
Deferred tax asset
   
597
     
791
 
Total current assets
   
61,603
     
40,725
 
                 
Property, plant and equipment, net
   
3,403
     
2,925
 
Investment in Valera including available for sale securities of $4,823 at December 31, 2006
           
5,955
 
Other marketable securities available for sale
   
226
     
343
 
Deferred tax asset
   
193
         
Other assets
   
3,686
     
3,286
 
Total assets
  $
69,111
    $
53,234
 
                 
Liabilities and stockholders’ equity
               
Current liabilities
               
Current maturities of long-term debt
  $
257
    $
151
 
Short term borrowings
   
19,974
     
18,414
 
Accounts payable and accrued expenses
   
16,112
     
9,978
 
Payable to GP Strategies Corporation
 
74
   
-
 
Total current liabilities
   
36,417
     
28,543
 
                 
Long-term debt less current maturities
   
1,506
     
1,332
 
Deferred tax liability
   
279
     
279
 
Other liabilities
 
1
   
247
 
                 
Total liabilities
   
38,203
     
30,401
 
Minority interest     2,960          
Common stock subject to exchange rights    
498
     
1,696
 
                 
Stockholders’ equity
               
Common Stock
   
180
     
178
 
Additional paid-in capital
   
26,120
     
25,990
 
Retained earnings (deficit)
   
4,315
      (9,177 )
Accumulated other comprehensive income
   
44
     
4,334
 
Treasury stock
    (3,209 )     (188 )
Total stockholders’ equity
   
27,450
     
21,137
 
Total liabilities and stockholders’ equity
  $
69,111
    $
53,234
 






For Immediate Release

Five Star Products, Inc., Reports Third Quarter and Nine Month Results

Third Quarter Revenue Increases by 19%; Nine Month Revenue Increases by 15%

NEW YORK, November 14, 2007 -- Five Star Products, Inc. (OTC Bulletin Board: FSPX.OB - News), a leading distributor of paint sundry and hardware products in the Northeast and Middle-Atlantic states, today announced that its revenue in the third quarter ended September 30, 2007, was $32.9 million compared to $27.7 million in the same period last year. Net income was $316,000 or $0.02 per diluted share, compared to net income of $30,000 or $0.00 per diluted share, in the corresponding period a year ago. The Company reported revenue of $98.7 million for the first nine months of 2007, a 15.4% increase over the $85.6 million reported for the same period last year. Net income of $1,343,000 for the first nine months ($0.08 per fully diluted share) increased 229% as compared to net income of $408,000 ($.03 per fully diluted share) for the nine month period ended September 30, 2006. The Company reported that results for the first nine months of fiscal year 2007 include six months of contribution from the Right-Way Dealer Warehouse, Inc., business which was acquired on April 5, 2007.
 
Adjusted EBITDA (Earnings Before Interest, Taxes, Depreciation and Amortization), as stated before stock compensation expense of $141,000 which affects only 2007 results, was $1,242,000 for the third  quarter of 2007, an increase of 141% compared to $515,000 for the same period last year. For the nine months of 2007, Adjusted EBITDA, before stock compensation expense of $321,000 which affects only 2007 results, was $4,151,000, an increase of 88% compared to $2,202,000 for the first nine months of 2006.
 
Leslie Flegel, Five Star Chairman, said, “Our record third quarter sales and the resulting Adjusted EBITDA reflect integrating the strategic Right-Way acquisition we made last spring directly into Five Star’s infrastructure. We were able to combine organic growth and sales from that acquisition without a proportional increase in overall expenses, realizing substantial operating economies. Historically, sales in the fourth quarter are lower, but we expect to see gains year over year. Based on our performance to date, we anticipate a record year in 2007.
 
“Based on our market experience, we believe our customer base, composed primarily of independent retail operators, is not so dependent on new home building as the big box stores and is, generally, more resistant to the type of market slowdown which we are currently experiencing. In this environment, we believe there is an opportunity to leverage our distribution advantage with dealers and broaden our base to more independent paint and hardware retailers. We also see unique opportunities to grow and improve our business beyond acquisitions. Expanding Five Star’s private label program and upgrading our online ordering capabilities are two priorities that we believe will improve service to our customers. The Company’s culture and vision have changed dramatically. Energized and determined to do more, we are enjoying a great year in a volatile economy which is a testimonial to our plan and management team,” Flegel concluded.
 
John Belknap, Five Star President and CEO, added, "I am proud of Bruce Sherman’s and the rest of our team’s accomplishments through the first nine months, but we must remain focused on what we have yet to do. We are building a platform for growth: improving current IT systems, creating a new web site, and designing efficiencies for our planned state-of-the-art facilities, to mention a few."
 


About Five Star Products, Inc.
 
Five Star Products, Inc. (OTC Bulletin Board: FSPX.OB - News) is engaged in the wholesale distribution of paint sundry and hardware products in the Northeast and Middle-Atlantic states with particular strength in the greater New York metropolitan area. The Company distributes products to approximately 3,000 independent retail dealers, which include paint stores, independent hardware stores, lumber yards, and do-it yourself centers. The Company distributes a range of private label products sold under the "Five Star" name. Five Star operates two distribution centers, the primary one located in East Hanover, NJ and another in Newington, CT.
 
Safe Harbor Statement

This press release contains certain "forward-looking statements" within the meaning of Section 21E of the Securities Exchange Act of 1934 and the U.S. Private Securities Litigation Reform Act of 1995, including statements relating to, among other things, future business plans, strategies and financial position, working capital and capital expenditure needs, growth opportunities, and any statements of belief and any statements of assumptions underlying any of the foregoing. The Company has no material third party commitments with respect to growth plans. There is no assurance that specific plans can be executed or, if executed, will be successful from an operational or financial standpoint. These plans could require capital beyond the funds presently available to the Company.
 
These forward-looking statements reflect current views of the management of Five Star Products, Inc. with respect to future events and financial performance and are subject to certain risks, uncertainties, assumptions and changes in condition that could cause actual results to differ materially from those in the forward-looking statements, all of which are difficult to predict and many of which are beyond the control of Five Star Products including, but not limited to the risks, uncertainties, assumptions and changes in condition detailed in Five Star Products' periodic reports and registration statements filed with the Securities and Exchange Commission.
 
Five Star Products, Inc. does not intend to, and disclaims any duty or obligation to, update or revise any forward-looking statements or industry information set forth in this press release to reflect new to reflect new information, future events or otherwise.


Contact:
Five Star Products, Inc.
Dean Heine, 646-742-1630


 




Tables Follow:

 

 
FIVE STAR PRODUCTS, INC. AND SUBSIDIARIES
Non- GAAP Reconciliation- EBITDA and Adjusted EBITDA
(in thousands)
(unaudited)
 
   
 Three months ended
   
 Nine months ended
 
   
 September 30,
   
 September 30,
 
   
2007
   
2006
   
2007
   
2006
 
 Net income    $  316      $  30      $  1,343      $  408  
 Interest expense, net     451       374       1,281       1,237  
 Income tax expense     234       25       934       321  
 Depreciation and amortization      100       86       272       236  
                                 
 EBITDA     1,101       515       3,830       2,202  
 Stock compensation expense     141       0       321       0  
                                 
 Adjusted EBITDA     $  1,242      $  515      $  4,151      $  2,202  
           
 
EBITDA is a widely used non-GAAP financial measure of operating performance. It is presented as supplemental information that the Company believes is useful to investors to evaluate its results because it excludes certain items that are not directly related to the Company's core operating performance. EBITDA is calculated by adding back net interest expense, income tax expense, and depreciation and amortization to net income. EBITDA should not be considered as a substitute either for net income, as an indicator of the Company's operating performance, or cash flow, as a measure of the Company's liquidity. In addition, because EBITDA may not be calculated identically by all companies, the presentation here may not be comparable to other similarly titled measures of other companies. Adjusted EBITDA is calculated as EBITDA prior to non-cash stock compensation expense.
 



FIVE STAR PRODUCTS, INC. AND SUBSIDIARIES

CONSOLIDATED CONDENSED BALANCE SHEETS

(in thousands)

   
September 30,
   
December 31,
 
   
2007
   
2006
 
   
(unaudited)
       
ASSETS
           
             
Current assets
           
                 
Cash
  $
3
    $
3
 
Accounts receivable, net
   
16,432
     
10,520
 
Inventory
   
25,090
     
21,744
 
Deferred income taxes
   
623
     
652
 
Prepaid expenses and other current assets
   
449
     
520
 
Total current assets
   
42,597
     
33,439
 
                 
Machinery and equipment, net
   
664
     
530
 
Deferred income taxes
   
193
     
166
 
Other assets
   
638
     
362
 
Total assets
  $
44,092
    $
34,497
 
                 
LIABILITIES AND STOCKHOLDERS' EQUITY
               
Current liabilities
               
Short-term borrowings
  $
19,339
    $
17,664
 
Accounts payable and accrued expenses
 (including due to affiliates of $70 and $79)
   
15,071
     
9,313
 
Note payable to National Patent Development Corporation
   
2,800
     
2,800
 
Total current liabilities
   
37,210
     
29,777
 
                 
Interest rate collar
   
0
     
6
 
Total Liabilities
   
37,210
     
29,783
 
                 
Stockholders' equity
               
Common stock
   
195
     
173
 
Additional paid-in capital
   
9,462
     
8,552
 
Accumulated deficit
    (2,152 )     (3,495 )
Accumulated other comprehensive income
   
77
     
184
 
Treasury stock, at cost
    (700 )     (700 )
Total stockholders' equity
   
6,882
     
4,714
 
Total liabilities and stockholders’ equity
  $
44,092
    $
34,497
 




FIVE STAR PRODUCTS, INC. AND SUBSIDIARIES

CONSOLIDATED CONDENSED STATEMENTS OF OPERATIONS
(Unaudited)
(in thousands, except per share data)

   
Three Months Ended
   
Nine Months Ended
 
   
September 30
   
September 30
 
   
2007
   
2006
   
2007
   
2006
 
                         
Sales
  $
32,939
    $
27,666
    $
98,726
    $
85,556
 
Cost of goods sold
   
26,955
     
23,382
     
81,758
     
71,772
 
Gross margin
   
5,984
     
4,284
     
16,968
     
13,784
 
                                 
 Selling, general and
    administrative expenses
    (4,983 )     (3,855 )     (13,410 )     (11,818 )
                                 
Operating income
   
1,001
     
429
     
3,558
     
1,966
 
                                 
Other income
   
6
     
42
     
34
     
48
 
                                 
Interest expense
    (457 )     (416 )     (1,315 )     (1,285 )
                                 
Income before income taxes
   
550
     
55
     
2,277
     
729
 
                                 
Income tax expense
    (234 )     (25 )     (934 )     (321 )
                                 
Net income
  $
316
    $
30
    $
1,343
    $
408
 
Net income (loss) per share
                               
 Basic
  $
.02
    $
.00
    $
.09
    $
.03
 
 Diluted
  $
.02
    $
.00
    $
.08
    $
.03
 
 
 


-----END PRIVACY-ENHANCED MESSAGE-----