-----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, V3v+Lc/tzzgSo/yv8qHMjge5tzPy2OR04ZyLKFgS1Bkoa2Bdz2SLiWMljKXtlpBz aTMAiUdXfLQdP7836FSIiQ== 0000082788-04-000007.txt : 20040813 0000082788-04-000007.hdr.sgml : 20040813 20040812191102 ACCESSION NUMBER: 0000082788-04-000007 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20040812 ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20040813 FILER: COMPANY DATA: COMPANY CONFORMED NAME: REFAC CENTRAL INDEX KEY: 0000082788 STANDARD INDUSTRIAL CLASSIFICATION: PATENT OWNERS & LESSORS [6794] IRS NUMBER: 131681234 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-12776 FILM NUMBER: 04971579 BUSINESS ADDRESS: STREET 1: ONE BRIDGE PLAZA STREET 2: SUITE 550 CITY: FORT LEE STATE: NJ ZIP: 07024-7102 BUSINESS PHONE: 2015850600 MAIL ADDRESS: STREET 1: ONE BRIDGE PLAZA STREET 2: SUITE 550 CITY: FORT LEE STATE: NJ ZIP: 07024-7102 FORMER COMPANY: FORMER CONFORMED NAME: REFAC TECHNOLOGY DEVELOPMENT CORP DATE OF NAME CHANGE: 19920703 FORMER COMPANY: FORMER CONFORMED NAME: RESOURCES & FACILITIES CORP DATE OF NAME CHANGE: 19740509 FORMER COMPANY: FORMER CONFORMED NAME: REFAC INC DATE OF NAME CHANGE: 19720628 8-K 1 refacq22004earningsrelease.htm REFAC Q2 2004 EARNINGS RELEASE Refac Q2 2004 Earnings Release

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: August 12, 2004
(Date of earliest event reported)


REFAC
(Exact Name of Registrant as Specified in Charter)


Delaware
0-7704
13-1681234



(State or Other Jurisdiction
of Incorporation)
(Commission File Number)
(IRS Employer
Identification No.)


One Bridge Plaza, Suite 550, Fort Lee, New Jersey 07024-7201
(Address of Principal Executive Offices)

(201) 585-0600
(Registrant's telephone number, including area code)


 
     

 
 
Item 7.       Financial Statements, Pro Forma Financial Information and Exhibits.

(c)   Exhibits.

99.1   Press release issued on August 12, 2004 by Refac.

Item 12.   Results of Operations and Financial Condition.

On August 12, 2004, Refac publicly announced its results of operations for the second quarter ended June 30, 2004. A copy of the press release is attached as Exhibit 99.1 to this Form 8-K and is incorporated herein by reference.

This press release is being furnished pursuant to Item 12 of this Current Report on Form 8-K and shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934 (the "Exchange Act") or otherwise subject to the liabilities of that Section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933 or the Exchange Act.
 
                                                                                                    SIGNATURE

Pursuant to the requirements of the Securities and Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.



 
REFAC
 
 
 
 
Dated as of: August 12, 2004
By: /s/ Raymond A. Cardonne, Jr.

 
Name: Raymond A. Cardonne, Jr.
 
Title: Vice President and Chief Financial Officer
   
          
 
     

 
 
EXHIBITS

99.1     Press release issued on August 12, 2004 by Refac.
 
 
 
     

 
 
EX-99 2 refacq22004earningsreleaseex.htm REFAC 2ND QUARTER 2004 EARNINGS RELEASE Refac 2nd Quarter 2004 Earnings Release

EXHIBIT 99.1


News about Refac
Contact:
Raymond A. Cardonne
 
201-585-0600
Fax:
201-585-2020
E-mail:
cardonne@refac.com                   
Web site:     www.refac.com 
 
 
REFAC REPORTS SECOND QUARTER RESULTS

 
Fort Lee, New Jersey, August 12, 2004 – Refac (AMEX: REF) today reported that it had a net loss for the second quarter of 2004 of $39,000 or ($0.01) per share, attributable entirely to its continuing operations. During the comparable period in 2003, the Company had a net loss of $83,000, or ($0.02) per share, on a diluted basis, which consisted of a net loss from continuing operations of $102,000, or ($0.02) and a gain, net of tax, from discontinued operations of $19,000, or less than $0.01 per share.
 
Revenues and expenses from continuing operations for the three months ended June 30, 2004 were $491,000 and $662,000, respectively, as compared to $543,000 and $901,000, respectively, for the same period in 2003. Revenues from licensing-related activities decreased by $82,000 in the second quarter of 2004, primarily due to the termination of the Company’s agreement with OXO International at the end of 2003. This property accounted for $82,000 of the Company’s licensing-related revenues in the second quarter of 2003. Partially offsetting the decline in licensing-related revenues was an increase in consulting income of $30,000.
 
Expenses were $239,000 lower in the second quarter of 2004 as compared to 2003. This reduction is primarily the result of a decrease in management incentive compensation of $277,000 and certain non-recurring expenses that were incurred in the second quarter of 2003, including merger-related costs of $55,000 and accelerated depreciation of leasehold improvements associated with a reduction of the Company’s leased premises in Edgewater, New Jersey of $91,000, offset by the amortization of $180,000 in executive search firm retainer fees.

For the six months ended June 30, 2004, the Company reported a net loss of $208,000 or ($0.03) per share, on a diluted basis, which consists of a net loss from continuing operations of $213,000 and a gain, net of tax, from discontinued operations of $5,000, or less than $0.01 per share. During the same period in 2003, the Company had a net loss of $1,330,000, or ($0.30) per share, on a diluted basis, which consisted of a net loss from continuing operations of $1,358,000, or ($0.31) per share, and a gain, net of tax, from discontinued operations of $28,000, or $0.01 per share.
 
Revenues and expenses from continuing operations for the six months ended June 30, 2004 were $894,000 and $1,412,000, respectively, as compared to $994,000 and $3,049,000,
 
 
     

 
 
respectively, for the same period in 2003. Revenues from licensing-related activities decreased by $195,000 in the six month period ended June 30, 2004, principally related to the OXO agreement discussed above. This property accounted for $180,000 of the Company’s licensing-related revenues in the first half of 2003. Partially offsetting the decline in licensing-related revenues was an increase in consulting income of $95,000.

Expenses decreased by $1,637,000 in the six month period ended June 30, 2004 as compared to the same period in 2003. This reduction is primarily the result of a decrease in management incentive compensation of $931,000 and certain non-recurring expenses that were incurred in the first half of 2003, including merger-related costs of $484,000 and accelerated depreciation of leasehold improvements associated with a reduction of the Company’s leased premises in Edgewater, New Jersey of $273,000.
 
Commenting on the status of the Company’s acquisition search, Refac Chairman Melvin Meskin stated that, “In January, we determined to focus our acquisition efforts on opportunities in the asset management sector of the financial services industry. Although we have retained one of the leading executive search services to identify opportunities in this segment and to recruit individuals and/or teams within the industry to join our Company and build this business, we have not yet found a suitable match for our initial acquisition. We are currently exploring additional avenues to expand our search.” The Company cannot assure whether an acquisition will be made, or the timing of any such acquisition.
 
 
 
     

 
 
Refac
Operating Results
(UNAUDITED)

 
 
Three Months Ended
June 30,
 
 
2004
2003
   

Total revenues
 
$
491,000
 
$
543,000
 
Net loss from continuing operations
 
(39,000
)
$
(102,000
)
Income (loss) from discontinued operations, net of taxes
 
-
 
$
19,000
 
Net loss
 
$
(39,000
)
$
(83,000
)
Diluted loss per share from continuing operations
  $
(0.01
)
(0.02
)
Income (loss) per diluted share from discontinued operations
   
-
   
-
 
Net loss per diluted share
  $
(0.01
)
$
(0.02
)
Number of diluted shares
   
6,993,393
   
5,151,811
 

 
     

 
       
 
 
Six Months Ended
June 30,
 
 
2004
2003
   

Total revenues
 
$
894,000
 
$
994,000
 
Net loss from continuing operations
  $
(213,000
)
(1,358,000
)
Income from discontinued operations, net of taxes
 
$
5,000
 
$
28,000
 
Net loss
 
(208,000
)
(1,330,000
)
Diluted loss per share from continuing operations
 
(0.03
)
(0.31
)
Income per diluted share from discontinued operations
   
-
 
$
0.01
 
Net loss per diluted share
 
(0.03
)
$
(0.30
)
Number of diluted shares
   
6,990,811
   
4,429,875
 


* * * * *
 
     

 
CAUTIONARY STATEMENT REGARDING
FORWARD-LOOKING STATEMENTS


This News Release includes certain statements of the Company that may constitute “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, and which are made pursuant to the Private Securities Litigation Reform Act of 1995. These forward-looking statements and other information relating to the Company are based upon the beliefs of management and assumptions made by and information currently available to the Company. Forward-looking statements include statements concerning plans, objectives, goals, strategies, future events, or performance, as well as underlying assumptions and statements that are other than statements of historical fact, including statements regarding the Company’s acquisition plans. When used in this document, the words “expe cts,” “anticipates,” “estimates,” “plans,” “intends,” “projects,” “predicts,” “believes,” “may” or “should,” and similar expressions, are intended to identify forward-looking statements. These statements reflect the current view of the Company's management with respect to future events. Many factors could cause the actual results, performance or achievements of the Company to be materially different from any future results, performance, or achievements that may be expressed or implied by such forward-looking statements, including, but not limited to, the Company’s ability to make suitable acquisitions in the asset management sector of the financial services industry and/or to recruit qualified individuals or teams within the industry to join the Company and build this business. More information regarding these factors is included in the Company’s 2003 Annual Report on Form 10-K.


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