-----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, SesKQpld1gcZSAonBCqRScg82IyYmUEbtI8E3/D2IQBd8wNcqvyWUy7s/1lsjo6F GsMcyoNb+v3QusdUKLUocw== 0000082788-04-000010.txt : 20041115 0000082788-04-000010.hdr.sgml : 20041115 20041115165738 ACCESSION NUMBER: 0000082788-04-000010 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20041112 ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20041115 DATE AS OF CHANGE: 20041115 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: 041146332 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 q38-k.htm REFAC 8-K - 3RD QUARTER EARNINGS RELEASE Refac 8-K - 3rd Quarter Earnings Release

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 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 12, 2004


Refac
(Exact name of registrant as specified in its charter)
 

DELAWARE
0-7704
13-1681234
(State or other jurisdiction of
(Commission
I.R.S. Employer
incorporation or organization)
File Number)
Identification No.)

ONE BRIDGE PLAZA, SUITE 550, FORT LEE, NEW JERSEY
07024
(Address of principal executive offices)
(Zip Code)

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

None
(Former name, former address and former fiscal year,
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):

[ ]
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[ ]
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
[ ]
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[ ]
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

  
     

 


Item 2.02    Results of Operations and Financial Condition.

On November 12, 2004, the Registrant announced its earnings for the third quarter ended September 30, 2004. A copy of the press release of the Registrant is attached hereto as Exhibit 99.1 and incorporated herein by reference.

The information, including the exhibit attached hereto, in this Current Report is being furnished and shall not be deemed "filed" for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that Section. The information in this Current Report shall not be incorporated by reference into any registration statement or other document pursuant to the Securities Act of 1933, except as otherwise expressly stated in such filing.

Item 9.01    Financial Statements and Exhibits.

(c)    Exhibits.

See Exhibit Index below.




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.


 
REFAC
   
Dated: November 15, 2004
By:/s/Raymond A. Cardonne 
 
Name: Raymond A. Cardonne, Jr.
 
Title: Vice President and Chief Financial Officer
 

  
     

 



EXHIBIT INDEX

Exhibit No.
Description
99.1
Press Release, dated November 12, 2004 (furnished herewith)
EX-99 2 newsrelease.htm REFAC Q3 EARNINGS RELEASE Refac Q3 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 THIRD QUARTER RESULTS

Fort Lee, New Jersey, November 12, 2004 - Refac (AMEX: REF) today reported that it had net income for the third quarter of 2004 of $131,000 or $0.02 per share, on a diluted basis, consisting of net income from continuing operations of $126,000 on revenues of $519,000 and income, net of tax, from discontinued operations of $5,000. During the comparable period in 2003, the Company had a net loss of $92,000 or a loss of $0.01 per share, on a diluted basis, consisting of a net loss from continuing operations of $96,000 on revenues of $346,000 and income, net of tax, from discontinued operations of $4,000.

Revenues for the three months ended September 30, 2004 were $519,000, a $173,000 increase from the same period of 2003. The increase was due to higher revenues from licensing-related activities of $123,000, primarily from the Company's agreement with Patlex Corporation, and from $50,000 of revenue from related party consulting services which were initiated in the fourth quarter of 2003.

General and administrative expenses were $185,000 lower in the third quarter of 2004 as compared to 2003. This reduction is primarily the result of a decrease in management incentive compensation of $277,000, offset by increases in other expenses aggregating $92,000.

For the nine months ended September 30, 2004, the Company reported a net loss of $77,000 or a loss of $0.01 per share, on a diluted basis, which consists of a net loss from continuing operations of $87,000 and income, net of tax, from discontinued operations of $10,000. During the same period in 2003, the Company reported a net loss of $1,422,000 or a loss of $0.27 per share, on a diluted basis, which consists of a net loss from continuing operations of $1,454,000 and income, net of tax, from discontinued operations of $32,000.
 

 
     

 

    Revenues for the nine months ended September 30, 2004 were $1,413,000, a $73,000 increase from the same period of 2003. The increase was due to $145,000 of revenue from related party consulting offset by a $72,000 decrease in revenues from licensing-related activities, primarily from the termination of the Company's agreement with OXO International at the end of 2003.
 
    General and administrative expenses decreased by $1,826,000 in the nine month period ended September 30, 2004 as compared to the previous year. This reduction is primarily the result of the absence in the first nine months of 2004 of certain non-recurring expenses that were incurred in the first nine months of 2003, such as 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, and decreases in management incentive compensation of $1,208,000 and professional fees of $193,000. Partially offsetting the decline in expenses was the amortization of $300,000 in executive search firm retainer fees and amounts pay able under the Retirement Agreement with the Company’s founder and former chief executive officer of $75,000.
 
Commenting on the status of the Company’s acquisition search, Refac Chairman Melvin Meskin stated that, “At the end of January, we announced that we were focusing our acquisition efforts on opportunities in the asset management sector of the financial services industry and had retained an executive search firm to identify opportunities in this segment and to recruit individuals and/or teams within the industry to join our Company and build this business.  While this search is ongoing, we have expanded our efforts by engaging a second search firm, with a specific mandate in the mid-cap equity class.”

 

 
     

 

 
Refac
Operating Results
(UNAUDITED)

 
 
 
 
Three Months Ended
September 30,
 
   
2004
 
2003
 
Total revenues
 
$
519,000
 
$
346,000
 
Net income (loss) from continuing operations
 
$
126,000
  $
(96,000
)
Income from discontinued operations, net of taxes
 
$
5,000
 
$
4,000
 
Net income (loss)
 
$
131,000
  $
(92,000
)
Diluted income (loss) per share from continuing operations
 
$
0.02
  $
(0.01
)
Income (loss) per diluted share from discontinued operations
 
$
0.00
 
$
0.00
 
Net income (loss) per diluted share
 
$
0.02
  $
(0.01
)
Number of diluted weighted average shares outstanding
   
6,996,963
   
6,983,393
 
 
 

 
     



 
 
 
 
Nine Months Ended
September 30,
 
   
2004
 
2003
 
Total revenues
 
$
1,413,000
 
$
1,340,000
 
Net loss from continuing operations
 
$
(87,000
$
(1,454,000
)
Income from discontinued operations, net of taxes
 
$
10,000
 
$
32,000
 
Net loss
 
$
(77,000
$
(1,422,000
)
Diluted loss per share from continuing operations
 
$
(0.01
$
(0.28
)
Income per diluted share from discontinued operations
 
$
0.00
 
$
0.01
 
Net loss per diluted share
 
$
(0.01)
  $
(0.27
)
Number of diluted weighted average shares outstanding
   
6,991,678
   
5,290,402
 

 
* * * * *



 
     

 

 




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 “expects,” “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 inform ation regarding these factors is included in the Company’s 2003 Annual Report on Form 10-K.

 

 
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