-----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, WGXaDJKX+VHg72eVqJKiV0nlqo17CJwV7PWOCp+WQ7a/lPW7YUGec1r/PvMFqEjM fq7wHI/Q8IrKwHIGGfFQXA== 0001214659-09-001254.txt : 20090515 0001214659-09-001254.hdr.sgml : 20090515 20090515101324 ACCESSION NUMBER: 0001214659-09-001254 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20090515 ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20090515 DATE AS OF CHANGE: 20090515 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: 09829566 BUSINESS ADDRESS: STREET 1: 777 WESTCHESTER AVE. STREET 2: FOURTH FLOOR CITY: WHITE PLAINS STATE: NY ZIP: 10640 8-K 1 s513908k.htm s513908k.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):    
May 15, 2009

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.)


903 Murray Road, PO Box 1960, East Hanover, NJ
07936
(Address of Principal Executive Offices)
(Zip Code)

(973) 428−4600
(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 May 15, 2009, National Patent Development Corporation issued a press release reporting earnings and other financial results for its quarter ended March 31, 2009.  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 May 15, 2009
 
 
 
 

 
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: May 15, 2009
By:
/s/ IRA J. SOBOTKO  
    Name:  
Ira J. Sobotko
 
    Title: Vice President & Chief Financial Officer  
       
 
 
 

 

 
EXHIBIT INDEX
 

Exhibit No.
Title
   
99
Press release of National Patent Development Corporation, dated May 15, 2009
 
 
 
 
 
 

 
EX-99 2 ex99.htm PRESS RELEASE DATED MAY 15, 2009 ex99.htm
Exhibit 99



For Immediate Release

National Patent Development Corporation Reports First Quarter Operating Results

NEW YORK, May 15, 2009--National Patent Development Corporation (OTC Bulletin Board: NPDV.OB - News) today reported a net loss of $(716,000), or $(0.04) per basic and diluted share, for the three months ended March 31, 2009, compared to a net loss of $(1,377,000) or $(0.08) per basic share, for the three months ended March 31, 2008.

The results for the three months ended March 31, 2008 include a charge of $1,096,000 related to the resignation of the former Chairman of the Board of its wholly owned subsidiary, Five Star Products, Inc. (“Five Star”) on March 25, 2008.  The Company’s operating loss excluding the above item was $(395,000) and $(208,000) for the three months ended March 31, 2009 and 2008, respectively.

The increase in adjusted operating loss was primarily attributable to the decline in operating profits of Five Star, National Patent's wholly owned subsidiary, during 2009 due to the overall weakness in the economy and its marketplace.   The results were positively affected by tight cost controls at Five Star, and a significant reduction of overhead at the corporate level.
 
About National Patent Development Corporation
 
National Patent Development Corporation (OTC Bulletin Board: NPDV.OB - News), is the owner of Five Star. Five Star 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.   In addition, National Patent owns certain 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, and any statements of belief and any statements of assumptions underlying any of the foregoing.
 
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, except as required by law.
 
Contact:
National Patent Development Corporation
John Belknap, 973-428-4600 (x167)
 
Tables Follow:
 
 
 
 
 
 
 
 
 

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

 
Three Months Ended
 
March 31,
 
2009
   
2008
         
Sales
$
25,130
   
$
31,469
Cost of sales
 
21,140
     
26,293
Gross margin
 
3,990
     
5,176
             
Selling, general and administrative expenses
 
(4,385)
     
(5,384)
Charge related to resignation of Chairman of Five Star
         
(1,096)
             
      Operating loss
 
(395)
     
(1,304)
             
Interest expense
 
(330)
     
(302)
Investment and other income, net
 
13
     
94
             
Loss from continuing operations before income taxes
 
(712)
     
(1,512)
             
Income tax expense
 
(4)
     
(14)
             
Loss from continuing operations
 
(716)
     
(1,526)
             
Income from discontinued operations
         
136
             
Consolidated net loss
 
(716)
     
(1,390)
             
Less: Net loss attributable to noncontrolling interest
         
13
             
Net loss attributable to National Patent Development Corporation
$
(716)
   
$
(1,377)
             
Basic and diluted income / (loss) per share attributable to National Patent
Development Corporation:
           
       Continuing operations
$
(0.04)
   
$
(0.09)
       Discontinued operations
         
0.01
       Net loss
$
(0.04)
   
$
(0.08)
 
 
 

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

   
March 31,
   
December 31,
   
2009
   
2008
   
(unaudited)
     
Assets
         
Current assets
         
Cash and cash equivalents
 
$
12,612
   
$
13,089
Accounts and other receivables, less allowance for doubtful accounts of $383 and $420
   
15,278
     
9,814
Inventories (finished goods)
   
24,740
     
23,045
Deferred tax asset
   
121
     
132
Prepaid expenses and other current assets
   
1,315
     
1,334
Total current assets
   
54,066
     
47,414
Property, plant and equipment, net
   
826
     
912
Intangible assets, net
   
567
     
599
Deferred tax asset
   
1,541
     
1,537
Other assets
   
3,209
     
3,209
Total assets
 
$
60,209
   
$
53,671
               
Liabilities and stockholders’ equity
             
Current liabilities
             
Short term borrowings
 
 $
19,770
   
$ 
18,375
Accounts payable and accrued expenses
   
13,861
     
8,236
Total current liabilities
   
33,631
     
26,611
Liability related to interest rate swap
   
1,104 
     
1,111 
               
               
Stockholders’ equity
             
Common stock
   
181
     
181
Additional paid-in capital
   
28,879
     
28,642
Deficit
   
(1,565)
     
(849)
Treasury stock, at cost
   
(1,358)
     
(1,358)
Accumulated other comprehensive loss
   
(663)
     
(667)
Total stockholders’ equity
   
25,474
     
25,949
Total liabilities and stockholders’ equity
 
$
60,209
   
$
53,671
 


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