UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
[X] Quarterly Report Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
For the quarter ended June 30, 1994
or
[ ] Transition Report Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
For the transition period from to
Commission File Number: 1-7234
NATIONAL PATENT DEVELOPMENT CORPORATION
(Exact Name of Registrant as Specified in its Charter)
Delaware 13-1926739
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
9 West 57th Street, New York, NY 10019
(Address of principal executive offices) (Zip code)
(212) 826-8500
(Registrant's telephone number, including area code)
Indicate by check mark whether the registrant (1) has filed all
reports required to be filed 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
Number of shares outstanding of each of issuer's classes of
common stock as of August 9, 1994:
Common Stock 23,854,255 shares
Class B Capital 250,000 shares
NATIONAL PATENT DEVELOPMENT CORPORATION AND SUBSIDIARIES
TABLE OF CONTENTS
Page No.
Part I. Financial Information
Consolidated Condensed Balance Sheets -
June 30, 1994 and December 31, 1993 1
Consolidated Condensed Statements of Operations -
Three Months and Six Months Ended June 30,
1994 and 1993 3
Consolidated Condensed Statements of Cash Flows -
Six Months Ended June 30, 1994 and 1993 4
Notes to Consolidated Condensed Financial
Statements 6
Management's Discussion and Analysis of Financial
Condition and Results of Operations 9
Qualification Relating to Financial Information 14
Part II. Other Information 15
Signatures 16
PART I. FINANCIAL INFORMATION
NATIONAL PATENT DEVELOPMENT CORPORATION AND SUBSIDIARIES
CONSOLIDATED CONDENSED BALANCE SHEETS
(in thousands)
June 30, December 31,
1994 1993
ASSETS (unaudited) *
Current assets
Cash and cash equivalents $ 10,475 $ 10,976
Accounts and other receivables 45,312 36,285
Inventories 24,735 22,605
Costs and estimated earnings in excess
of billings on uncompleted contracts 16,919 13,081
Prepaid expenses and other current
assets 3,904 4,160
Total current assets 101,345 87,107
Investments and advances 26,988 28,303
Property, plant and equipment, at cost 35,607 33,873
Less accumulated depreciation (21,388) (20,035)
14,219 13,838
Intangible assets, net of amortization 29,105 30,104
Investment in financed assets 1,521 2,797
Other assets 3,523 3,908
$176,701 $166,057
* The Consolidated Condensed Balance Sheet as of December 31,
1993 has been summarized from the Company's audited Consolidated
Balance Sheet as of that date.
See accompanying notes to the consolidated condensed financial
statements.
1
NATIONAL PATENT DEVELOPMENT CORPORATION AND SUBSIDIARIES
CONSOLIDATED CONDENSED BALANCE SHEETS (Continued)
(in thousands)
June 30, December 31,
1994 1993
LIABILITIES AND STOCKHOLDERS' EQUITY (unaudited) *
Current liabilities
Current maturities of long-term debt
and notes payable $ 20,592 $ 6,750
Short-term borrowings 29,475 21,390
Accounts payable and accrued expenses 24,462 20,256
Billings in excess of costs and
estimated earnings on uncompleted
contracts 8,195 5,487
Total current liabilities 82,724 53,883
Long-term debt less current maturities 22,419 36,638
Notes payable for financed assets 199 579
Minority interests and other 3,621 3,277
Common stock issued subject to
repurchase obligation 1,510 4,242
Stockholders' equity
Common stock 198 190
Class B capital stock 2 2
Capital in excess of par value 109,859 106,274
Deficit (43,831) (39,028)
Total stockholders' equity 66,228 67,438
$176,701 $166,057
* The Consolidated Condensed Balance Sheet as of December 31,
1993 has been summarized from the Company's audited Consolidated
Balance sheet as of that date.
See accompanying notes to the consolidated condensed financial
statements.
2
NATIONAL PATENT DEVELOPMENT CORPORATION AND SUBSIDIARIES
CONSOLIDATED CONDENSED STATEMENTS OF OPERATIONS
(Unaudited)
(in thousands, except per share data)
Three months Six months
ended June 30, ended June 30,
1994 1993 1994 1993
Revenues
Sales $ 52,191 $ 55,114 $ 97,423 $100,078
Investment and other
income, net (1,258) 1,560 (2,010) 3,468
50,933 56,674 95,413 103,546
Costs and expenses
Cost of goods sold 42,692 46,154 79,677 84,925
Selling, general &
administrative 9,169 9,898 17,367 18,195
Research & development 105 1,126 225 2,316
Interest 1,451 2,487 2,954 4,960
53,417 59,665 100,223 110,396
Minority interests (36) 1,083 (104) 2,003
Gain on issuance of stock
by a subsidiary 229 229
Loss before income taxes and
extraordinary item (2,291) (1,908) (4,685) (4,847)
Income tax expense (52) (80) (118) (45)
Loss before extraordinary
item (2,343) (1,988) (4,803) (4,892)
Extraordinary item
Early extinguishment
of debt, net of income tax
in 1993 101 227
Net loss $(2,343) $(1,887) $(4,803) $(4,665)
Loss per share
Loss before extraordinary
item $ (.12) $ (.13) $ (.25) $ (.31)
Extraordinary item .01 .02
Net loss per share $ (.12) $ (.12) $ (.25) $ (.29)
Dividends per share none none none none
See accompanying notes to the consolidated condensed financial
statements.
3
NATIONAL PATENT DEVELOPMENT CORPORATION AND SUBSIDIARIES
CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS
(Unaudited)
(in thousands)
Six months
ended June 30,
1994 1993
Cash flows provided by (used for) operations:
Net loss $(4,803) $(4,665)
Adjustments to reconcile net income
to net cash used for operating activities:
Depreciation and amortization 2,152 3,049
Gains from early extinguishment of debt (357)
Changes in other operating items (7,634) (3,805)
Total adjustments (5,482) (1,113)
Net cash used for operations (10,285) (5,778)
Cash flows provided by (used for) investing activities:
Marketable securities 651
Additions to property, plant & equipment (1,734) (1,433)
Additions to intangible assets, net (239) (10)
Reduction of investments and other
assets, net 2,332 1,053
Net cash provided by investing activities 359 261
Cash flows provided by (used for) financing activities:
Net proceeds from (repayments of)
short-term borrowings 8,085 (8,660)
Decrease in restricted cash 1,200
Proceeds from issuance of long-term debt 3,163 17,283
Reduction of long-term debt (2,011) (7,765)
Exercise of common stock options and warrants 100 91
Proceeds from issuance of common stock 88
Proceeds from stock purchase agreement
entered into by a subsidiary 1,408
Net cash provided by financing activities 9,425 3,557
Net decrease in cash and cash equivalents (501) (1,960)
Cash and cash equivalents at the beginning
of the periods 10,976 17,921
Cash and cash equivalents at the end
of the periods $10,475 $15,961
4
NATIONAL PATENT DEVELOPMENT CORPORATION AND SUBSIDIARIES
CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS (Continued)
(Unaudited)
(in thousands)
Six months
ended June 30,
1994 1993
Supplemental disclosures of
cash flow information:
Cash paid during the periods for:
Interest $ 2,135 $ 3,563
Income taxes $ 261 $ 352
See accompanying notes to the consolidated condensed financial
statements.
5
NATIONAL PATENT DEVELOPMENT CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
(Unaudited)
1. Inventories
Inventories are valued at the lower of cost or market,
principally using the first-in, first-out (FIFO) method.
Inventories consisting of material, labor, and overhead are
classified as follows (in thousands):
June 30, December
1994 1993
Raw materials $ 2,686 $ 2,836
Work in process 423 675
Finished goods 18,926 16,394
Land held for resale 2,700 2,700
$24,735 $22,605
2. Long-term debt
Long-term debt consists of the following (in thousands):
June 30, December
1994 1993
8% Swiss bonds $ 5,308 $ 4,572
Swiss convertible bonds 16,594 15,300
New 5% convertible bonds 2,080 2,300
12% Subordinated debentures 6,790 6,829
Other 10,755 11,857
41,527 40,858
Less current maturities 19,108 4,220
$22,419 $36,638
On June 10, 1993, the Company commenced an Exchange Offer
for up to 60% of its Swiss denominated 8% Bonds due March 1,
1995, 6% Convertible Bonds due March 7, 1995, 5 % Convertible
Bonds due May 9, 1995, 5 % Convertible Bonds due March 18, 1996
and 7% Dual Currency Bonds due March 18, 1996, ("the Bonds").
The Company offered for exchange its Common Stock with a value of
$1,000 for each $1,000 principal amount of the Bonds.
6
NATIONAL PATENT DEVELOPMENT CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS (Continued)
(Unaudited)
2. Long-term debt (Continued)
In addition, the Company offered for exchange its Common
Stock with a value of SFr. 1,000 for each SFr. 1,000 principal
amount of the Bonds. Accrued interest the Old Bonds accepted for
exchange by the Company will be paid in Common Stock of the
Company. The purpose of the Exchange Offer is to reduce the
Company's long-term indebtedness and related interest expense.
In July, as a result of the Exchange Offer, the Company
received an aggregate of SFr. 2,569,000 principal amount of its
Swiss denominated bonds and $1,377,000 of its 7% Dual Currency
Convertible Bonds. In addition, the Company completed two
private transactions for SFr. 6,515,000 principal amount of its
Swiss denominated bonds and $45,000 of its 7% Dual Currency
Convertible Bonds.
As a result of the above transactions, the Company will
issue approximately 3,222,000 shares of its common stock, reduce
its long-term debt by approximately $8,100,000, increase
shareholders' equity by approximately $9,100,000 and will reduce
its interest expense by approximately $750,000 on an annual
basis.
3. GPS Technologies, Inc.
On April 7, 1994, General Physics Corporation (GP) entered
into an agreement with GPS Technologies, Inc. (GPS) and the
Company to acquire substantially all of the operating assets of
GPS and certain of its subsidiaries. The Company currently owns
approximately 92% of the outstanding common stock of GPS and
approximately 28% of the outstanding common stock of GP. GP
agreed to pay GPS a purchase price with a then present value of
approximately $36 million. The purchase price will be payable to
GPS as follows: $10 million in cash; 3.5 million shares of GP
common stock valued at approximately $13,500,000 (based upon the
price per share of GP common stock prior to the announcement of
the transaction which was $3.875); warrants to acquire 1,000,000
shares of GP common stock at $6.00 per share valued at
approximately $1,300,000; warrants to acquire up to 475,644
additional shares of GP common stock at $7 per share valued at
approximately $500,000; and 6% Senior Subordinated Debentures due
2004 (the "Debentures"), in the aggregate principal amount of
$15,000,000, valued at approximately $10,700,000. The values
assigned to each component of consideration were based upon (i)
7
discussions with the independent investment banker to the
Independent Committee of GP and the investment banker to GPS and
(ii) negotiations between the Independent Committee of GP and the
Board of Directors of GPS. Portions of the cash and stock
consideration of the purchase price will be (a) used to repay
outstanding bank debt, which as of June 30, 1994 was $6,800,000
and long-term debt of GPS, which as of June 30, 1994 was
$9,400,000 to be repaid to the Company and (b) held in escrow.
The transaction is contingent upon the occurrence of certain
events, including, without limitation, the approval of the
transaction by the stockholders of GP and GPS. The transaction
is anticipated to close as soon as practicable in the second half
of 1994, if all necessary approvals are obtained and conditions
satisfied. The Company anticipates that, if the aforementioned
transaction is consummated, it will own approximately 52% of the
outstanding common stock of GP, and if the Company were to
exercise all of its warrants, it would own approximately 58% of
the outstanding common stock of GP. The Company will account for
this transaction as a purchase by the Company of GP.
8
NATIONAL PATENT DEVELOPMENT CORPORATION AND SUBSIDIARIES
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
RESULTS OF OPERATIONS
The Company incurred a loss before income taxes and
extraordinary item of $2,291,000 and $4,685,000 for the quarter
and six months ended June 30, 1994, as compared with a loss of
$1,908,000 and $4,847,000 for the corresponding periods of 1993.
The increase in the Company's loss before extraordinary item is
due to several factors. Included in investment and other income,
net for the quarter and six months ended June 30, 1994, is
$1,115,000 and $2,012,000, respectively, of foreign currency
transaction losses, compared to gains of $711,000 and $1,381,000
for the corresponding periods of 1993. For the quarter and six
months ended June 30, 1994, the foreign currency transaction
losses were partially offset by reduced interest expense at the
corporate level, as a result of reduced long-term debt, as well
as increased operating profits achieved by the Physical Science
and Optical Plastics Group. Foreign currency valuation
fluctuations may adversely affect the results of operations and
financial condition of the Company. At June 30, 1994, the
Company had not hedged its Swiss franc obligations. If the value
of the Swiss franc to the U.S. dollar increases, the Company will
recognize transaction losses on its Swiss franc obligations. On
June 30, 1994, the value of the Swiss franc to the U.S. dollar
was approximately 1.3335 to 1. There can be no assurance that
the Company will be able to swap or hedge obligations denominated
in foreign currencies at prices acceptable to the Company or at
all. The Company will continue to review this policy on a
continuing basis. In July 1994, as a result of the transactions
discussed in Note 2 to the Notes to the consolidated condensed
financial statements, the Company had approximately SFr.
16,500,000 of Swiss denominated debt outstanding, of which
approximately SFr. 15,000,000 represents principal amount
outstanding and approximately SFr. 1,500,000 represents interest
accrued thereon.
9
NATIONAL PATENT DEVELOPMENT CORPORATION AND SUBSIDIARIES
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS (Continued)
Sales
For the quarter ended June 30, 1994, consolidated sales
decreased by $2,923,000 to $52,191,000 from the $55,114,000
recorded in the corresponding quarter of 1993. For the six
months ended June 30, 1994, consolidated sales decreased by
$2,655,000 to $97,423,000 from $100,078,000 recorded for the six
months ended June 30, 1993. The decreased sales during the
periods were the result of reduced sales in the Physical Science
Group, partially offset by increased sales within the Optical
Plastics Group. In addition, the Electronics Group also had
reduced sales. The reduced sales within the Physical Science
Group were the result of the end of a long-term staff
augmentation contract at GTS Duratek, Inc. (Duratek), partially
offset by increased Environmental Services revenues, as well as
the sale by GPS Technologies, Inc. (GPS) of its interest in
General Physics International Engineering and Simulation, Inc.
(GPI) to a new joint venture in which GPS has a minority
position, in 1994. For the quarter ended June 30, 1993, GPI had
sales of $3,408,000.
Gross margin
Consolidated gross margin of $9,499,000, or 18%, for the
quarter ended June 30, 1994, increased by $539,000 when compared
to the consolidated gross margin of $8,960,000, or 16%, for the
quarter ended June 30, 1993. For the six months ended June 30,
1994, consolidated gross margin of $17,746,000 or 18% of
consolidated sales increased by $2,593,000 when compared to
$15,153,000 or 15% of consolidated sales earned in the six months
ended June 30, 1993. The increased gross margin for the quarter
and six months ended June 30, 1994, was primarily the result of
increased sales and gross margin percentage achieved by the
Optical Plastics Group, as well increased gross margin achieved
by the Physical Science Group due to the higher gross margin
generated by Duratek's Environmental Services business and a more
profitable mix of services generated by GPS.
10
NATIONAL PATENT DEVELOPMENT CORPORATION AND SUBSIDIARIES
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS (Continued)
Selling, general and administrative expenses
For the quarter and six months ended June 30, 1994, selling,
general and administrative expenses (SG&A) of $9,169,000 and
$17,367,000 were $729,000 and $828,000 lower than the $9,898,000
and $18,195,000 of SG&A expenses incurred during the quarter and
six months ended June 30, 1993. The decrease in SG&A for the
quarter and six months ended June 30, 1994, was the result of
Interferon Sciences, Inc. (ISI) being accounted for on the equity
method since the third quarter of 1993, partially offset by
increased costs incurred by the Distribution Group.
Research and development
Research and development costs of $105,000 and $225,000 for the
quarter and six months ended June 30, 1994, were reduced
significantly when compared to costs of $1,126,000 and $2,316,000
for the quarter and six months ended June 30, 1993, as a result
of ISI being accounted for on the equity basis since June 1993.
Interest expense
For the quarter and six months ended June 30, 1994, interest
expense was $1,451,000 and $2,954,000, compared to $2,487,000 and
$4,960,000 for the second quarter and six months ended June 30,
1993. The decreased interest expense for the periods was the
result of reduced long-term debt.
11
NATIONAL PATENT DEVELOPMENT CORPORATION AND SUBSIDIARIES
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS (Continued)
Investment and other income, net
Investment and other income, net of $(1,258,000) and
$(2,010,000) for the quarter and six months ended June 30, 1994,
decreased by $2,818,000 and $5,478,000, respectively, as compared
to $1,560,000 and $3,468,000 for the corresponding periods of
1993. The change was principally due to two factors; $1,115,000
and $2,012,000 of foreign currency transaction losses recognized
during the quarter and six months ended June 30, 1994, compared
to gains of $711,000 and $1,381,000 for the corresponding periods
of 1993 and a loss of $1,050,000 and $1,820,000 realized in the
quarter and six months ended June 30, 1994, respectively, on the
share of losses of 20% to 50% owned subsidiaries, compared to
$175,000 and $351,000 earned in the quarter and six months ended
June 30, 1993, respectively, primarily as a result of the results
of Interferon Sciences, Inc. (ISI) being accounted for on the
equity basis since the third quarter of 1993. For the quarter
and six months ended June 30, 1994, the Company's share of ISI's
loss was $900,000 and $1,620,000, respectively. In the quarter
and six months ended June 30, 1993, ISI was included in the
consolidated results of the Company and its loss was therefore
not reflected in Investment and other income, net.
12
NATIONAL PATENT DEVELOPMENT CORPORATION AND SUBSIDIARIES
LIQUIDITY AND CAPITAL RESOURCES
The Company believes that it has sufficient cash, cash
equivalents and borrowing availability under existing and
potential lines of credit to satisfy its cash requirements until
the first scheduled maturity of its Swiss Franc denominated
indebtedness on March 1, 1995. However, in order for the Company
to meet its long-term cash needs, which include the repayment,
(after giving effect to the July 1994 transactions described in
Note 2 to the Consolidated Condensed Financial Statements) of
approximately $9,700,000 of Swiss Franc denominated indebtedness
scheduled to mature in 1995 and approximately $4,200,000 of Swiss
Franc denominated indebtedness which is scheduled to mature in
1996, the Company must obtain additional funds from among various
sources. The Company has historically reduced its long-term debt
through the issuance of equity securities in exchange for long-
term debt. In addition to its ability to issue equity
securities, the Company believes that it has sufficient
marketable long-term investments, as well as the ability to
obtain additional funds from its operating subsidiaries and the
potential to enter into new credit arrangements. The Company
reasonably believes that it will be able to continue to
accomplish some or all of the above transactions in order to
fund the scheduled repayment of the Company's long-term Swiss
debt in 1995.
At June 30, 1994, the Company had cash and, cash equivalents
totaling $10,475,000. GPS and Duratek had cash and, cash
equivalents of $116,000 at June 30, 1994. The minority interests
of these two companies are owned by the general public, and
therefore the assets of these subsidiaries have been dedicated to
the operations of these companies and may not be readily
available for the general corporate purpose of the parent.
13
NATIONAL PATENT DEVELOPMENT CORPORATION AND SUBSIDIARIES
QUALIFICATION RELATING TO FINANCIAL INFORMATION
June 30, 1994
The financial information included herein is unaudited. In
addition, the financial information does not include all
disclosures required under generally accepted accounting
principles because certain note information included in the
Company's Annual Report has been omitted; however, such
information reflects all adjustments (consisting solely of normal
recurring adjustments) which are, in the opinion of management,
necessary to a fair statement of the results for the interim
periods. The results for the 1994 interim period are not
necessarily indicative of results to be expected for the entire
year.
14
NATIONAL PATENT DEVELOPMENT CORPORATION AND SUBSIDIARIES
PART II. OTHER INFORMATION
Item 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
At the Annual Meeting of shareholders held on June 8,
1994, the following matters were voted upon:
a. Jerome I. Feldman, Scott N. Greenberg, Paul A. Gould,
Roald Hoffmann, Martin M. Pollak and Ogden R. Reid were
elected to serve as directors of the Registrant for a
one year term.
b. The proposal to amend the Company's Restated
Certificate of Incorporation to increase the total
number of authorized shares of Common Stock which the
Company shall have authority to issue from 30,000,000
to 40,000,000 shares was adopted with a vote of
15,172,217 votes for and 454,941 votes against the
adoption of this proposal
c. The proposal to reappoint KPMG Peat Marwick as auditors
was adopted with a vote of 15,464,198 votes for and
85,612 votes against the adoption of this proposal.
Item 6. EXHIBITS AND REPORTS ON FORM 8-K
a. Exhibits
Copy of Notice and Proxy Statement for Annual Meeting
of Shareholders held on June 18, 1994, filed with the
Securities and Exchange Commission pursuant to Section
14 of the Securities Exchange Act of 1934 and
incorporated herein by reference.
b. Reports on Form 8-K
There were no reports filed on Form 8-K for the period
ended June 30, 1994.
15
NATIONAL PATENT DEVELOPMENT CORPORATION AND SUBSIDIARIES
June 30, 1994
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of
1934, the registrant has duly caused this report to be signed in
its behalf by the undersigned thereunto duly authorized.
NATIONAL PATENT DEVELOPMENT
CORPORATION
DATE: August 12, 1994 BY: Scott N. Greenberg
Vice President and
Chief Financial Officer
DATE: August 12, 1994 BY: Jerome I. Feldman
President and Chief
Executive Officer
16