UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
AMENDMENT NO. 2
TO
FORM 10-Q/A
[X] Quarterly Report Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
For the quarter ended September 30, 1993
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 November 12, 1993:
Common Stock 18,522,594 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 -
September 30, 1993 and December 31, 1992 1
Consolidated Condensed Statements of Operations-
Three Months and Nine Months Ended September 30,
1993 and 1992 3
Consolidated Condensed Statements of Cash Flows -
Nine Months Ended September 30, 1993 and 1992 4
Notes to Consolidated Condensed Financial
Statements 6
Management's Discussion and Analysis of Financial
Condition and Results of Operations 10
Qualification Relating to Financial Information 15
Part II. Other Information 16
Signatures 17
Part I. Financial information is herebyamended and restated in
its entirety as follows:
PART I. FINANCIAL INFORMATION
NATIONAL PATENT DEVELOPMENT CORPORATION AND SUBSIDIARIES
CONSOLIDATED CONDENSED BALANCE SHEETS
(unaudited)
(in thousands)
September 30, December 31,
1993
1992
ASSETS
Current assets
Cash and cash equivalents $ 10,608 $ 17,921
Restricted cash 1,200
Marketable securities, at lower
of cost or market 4,553
Accounts and other receivables, of which
$9,563 and $9,970 is from
government contracts 42,136 41,171
Inventories 21,748 24,353
Costs and estimated earnings in excess
of billings on uncompleted contracts,
of which $4,527 and $5,073 relates to
government contracts 12,441 10,702
Prepaid expenses and other current assets
4,696 4,009
Total current assets 91,629 103,909
Investments 27,218 23,168
Property, plant and equipment, at cost 35,112 43,583
Less accumulated depreciation (19,942) (22,043)
15,170 21,540
Intangible assets, net of amortization 30,738 32,968
Investment in financed assets 3,497 5,507
Other assets 3,608 5,557
$171,860 $192,649
See accompanying notes to the consolidated condensed financial
statements.
1
NATIONAL PATENT DEVELOPMENT CORPORATION AND SUBSIDIARIES
CONSOLIDATED CONDENSED BALANCE SHEETS (Continued)
(unaudited)
(in thousands)
September 30, December 31,
1993
1992
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities
Current maturities of long-term debt $ 5,746 $ 7,067
Short-term borrowings 22,357 28,977
Accounts payable and accrued expenses 19,841 18,992
Billings in excess of costs and estimated
earnings on uncompleted contracts 6,612 3,996
Total current liabilities 54,556 59,032
Long-term debt less current maturities 48,039 57,085
Notes payable for financed assets 959 3,109
Minority interests and other 2,482 9,600
Stockholders' equity
Common stock 180 159
Class B capital stock 2 2
Capital in excess of par value 103,010 96,713
Deficit (37,368) (33,051)
Total stockholders' equity 65,824 63,823
$171,860 $192,649
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
Nine months
ended September 30,
ended September 30,
1993
1992
1993
1992
Revenues
Sales $ 47,250 $ 52,554 $147,328 $149,907
Investment and other
income, net (1,163)
(3,803) 2,305
(1,013)
46,087 48,751 149,633 148,894
Costs and expenses
Costs of goods sold 39,649 43,890 124,574 125,384
Selling, general &
administrative 9,042
8,651 27,237 25,885
Research & development 223
1,141 2,539 3,371
Interest 2,173 2,878 7,133 8,479
51,087 56,560 161,483 163,119
Minority interests 45
641 2,048 1,900
Gain on disposition of stock
of a subsidiary and
an affiliate 3,795 3,795
Loss before income taxes
and extraordinary item (1,160) (7,168) (6,007) (12,325)
Income tax expense 46
(116) (129) (249)
Loss before extraordinary
item (1,114) (7,284) (6,136) (12,574)
Extraordinary item
Early extinguishment
of debt 1,462
1,819 1,383
Net income (loss) $ 348 $ (7,284) $ (4,317) $(11,191)
Income (loss) per share
Loss before extraordinary
item $ (.06) $ (.46) $ (.37) $ (.80)
Extraordinary item .08
.11
.09
Income (loss) per share $ .02 $ (.46) $ (.26) $ (.71)
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)
Nine months
ended September 30,
1993 1992
Cash flows from operations:
Net loss $ (4,317) $(11,191)
Adjustments to reconcile net income
to net cash provided by (used for)
operating activities:
Depreciation and amortization 4,169 4,318
Gains from early extinguishment of debt (1,819) (1,383)
Gain from disposition of stock in
subsidiaries (3,795)
Change in other operating assets and
liabilities 2,004 (7,799)
Total adjustments 559 (4,864)
Net cash used for operations (3,758) (16,055)
Cash flows from investing activities:
Marketable securities 651 (1,409)
Additions to property, plant & equipment (3,245) (2,792)
Additions to intangible assets (110) (587)
Change in investments and other assets, net
(81) 2,453
Net cash used for investing activities (2,785) (2,335)
Cash flows from financing activities:
Proceeds from short-term borrowings 21,624 6,932
Repayments of short-term borrowings (28,244) (132)
Decrease in restricted cash 1,200
Increase in long-term debt 11,801 4,613
Repayment of notes payable for financed
assets, net (29)
Reduction of long-term debt (8,677) (1,655)
Exercise of common stock options and warrants
118 190
Proceeds from stock purchase agreement
entered into by a previously
consolidated subsidiary 1,408
Net cash provided by (used for) financing
activities (770) 9,919
Net decrease in cash and cash equivalents (7,313) (8,471)
Cash and cash equivalents at the beginning
of the periods 17,921 28,996
Cash and cash equivalents at the
end of the periods $ 10,608 $ 20,525
See accompanying notes to the consolidated condensed financial
statements.
4
NATIONAL PATENT DEVELOPMENT CORPORATION AND SUBSIDIARIES
CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS (Continued)
(Unaudited)
(in thousands)
Nine months
ended September 30,
1993 1992
Supplemental disclosures of cash
flow information:
Cash paid during the periods for:
Interest $ 4,615 $ 5,815
Income taxes $ 576 $ 606
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):
September 30,
December 31,
1993 1992
Raw materials $ 1,221 $ 2,536
Work in process 642 1,713
Finished goods 17,185 17,316
Land held for resale 2,700 2,788
$ 21,748 $ 24,353
2. Long-term debt
Long-term debt consists of the following (in thousands):
September 30,
December 31,
1993 1992
8% Swiss bonds $ 8,526 $ 20,075
Swiss convertible bonds 19,530 25,174
New 5% Swiss bonds 3,006
Subordinated debentures 6,912 6,932
Other 12,960 9,260
50,934 61,441
Less current maturities 2,895 4,356
$ 48,039 $ 57,085
6
NATIONAL PATENT DEVELOPMENT CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS (Continued)
(Unaudited)
2. Long-term debt (Continued)
The Company commenced an Exchange Offer on July 12, 1993,
for any and all of its Swiss Franc 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
(collectively, the "Old Swiss Franc Bonds" and 7% Dual Currency
Bonds due March 18, 1996 (the "Old U.S. Dollar Bonds" and
collectively with the Old Swiss Franc Bonds, the "Old Bonds").
The purpose of the Exchange Offer was to reduce the Company's
long-term indebtedness and related interest expense.
The consideration offered by the Company for each SFr. 1,000
principal amount of Old Swiss Franc Bonds validly tendered and
not withdrawn prior to the Expiration Date (August 19, 1993) was:
a) 5% U.S. dollar denominated Convertible Bonds of the Company
due August 31, 1999 (the "New Bonds") in a principal amount of
$130 and convertible into 30 shares of the Company's Common Stock
("Common Stock"), b) 54 shares of Common Stock, c) 26 shares of
Common Stock of Interferon Sciences, Inc. (the "ISI Common
Stock"), d) 26 shares of Common Stock of GTS Duratek, Inc. (the
"Duratek Common Stock") and e) $43 in cash.
The consideration offered by the Company for each $1,000
principal amount of Old U.S. Dollar Bonds validly tendered and
not withdrawn prior to the Expiration Date was: a) New Bonds in a
principal amount of $200 and convertible into 46 shares of Common
Stock, b) 81 shares of Common Stock, c) 39 shares of ISI Common
Stock, d) 39 shares of Duratek Common Stock and e) $60 in cash.
On the Expiration Date the Company accepted the following
amounts of Old Bonds for exchange: SFr. 3,640,000 of the 6% Bonds
due March 7, 1995, SFr. 1,125,000 of the 5 % Bonds due May 9,
1995, SFr. 2,765,000 of the 5 % Bonds due March 18, 1996, SFr.
16,761,000 of the 8% Bonds due March 1, 1995 and $882,000 of the
7% Bonds due March 18, 1996. Under the terms of the Offer, the
Company issued the following amounts of consideration to the
exchanging bondholders a) 1,385,586 shares of Common Stock,
valued at $5,582,000, b) 667,134 shares of ISI Common Stock,
valued at $2,536,000, c) 667,134 shares of Duratek Common Stock,
valued at $2,536,000, d) $3,340,080 principal amount of New Bonds
which will be convertible into 767,833 shares of the Common
Stock, and e) $1,099,368 in cash. The Company recorded an
original issue discount on the New Bonds of 10%, based upon
exchange values estimated by the Swiss exchange agent.
7
NATIONAL PATENT DEVELOPMENT CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS (Continued)
(Unaudited)
2. Long-term debt (Continued)
As a result of the Exchange Offer, the Company realized a
gain of $3,795,000 from the issuance of the ISI and Duratek
Common Stock, included in "Investment and other income, net", on
the Consolidated Condensed Statements of Operations, and an
extraordinary gain from the early extinguishment of debt of
$1,227,000. In addition, as a result of the inclusion of a
portion of the Company's shares of common stock of ISI as part of
the consideration in the Exchange Offer, the Company currently
owns less than 50% of ISI, and therefore now accounts for the
results of ISI on the equity basis. The Company's investment in
ISI of $5,727,000, or 6,975,000 shares of ISI common stock, is
included in "Investments" on the Consolidated Condensed Balance
Sheet.
3. Revolving credit and term agreements
a) In April, 1993, each of the Five Star Group, Inc. ("Five
Star") and MXL Industries, Inc. ("MXL") entered into a revolving
credit and term loan agreement (the "Five Star Loan Agreement"
and "MXL Loan Agreement"). The Five Star Loan Agreement provided
for a $20,000,000 revolving credit facility (the "Five Star
Revolving Credit Facility") and a $5,000,000 term loan (the "Five
Star Term Loan"). The Five Star Revolving Credit Facility is a
three year committed facility which allows Five Star to borrow
amounts equal to 40% of Eligible Inventory (as defined) and 75%
of Eligible Receivables (as defined). As of September 30, 1993,
$12,126,000 was borrowed under the Five Star Revolving Credit
Facility and Five Star had additional availability of $1,925,000.
The Five Star Term Loan is repayable in 10 quarterly
payments of approximately $417,000 commencing October 31, 1993,
and a final payment of approximately $833,000 on July 1, 1996.
The Five Star Revolving Credit Agreement and the Five Star Term
Loan are secured by all of the assets of Five Star and 1,359,375
shares of common stock of Interferon Sciences, Inc. and 1,062,500
shares of common stock of General Physics Corporation, which were
contributed to Five Star in connection with the forgoing
transactions.
8
NATIONAL PATENT DEVELOPMENT CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS (Continued)
(Unaudited)
3. Revolving credit and term agreements (Continued)
The MXL Loan Agreement provides for a $1,500,000 revolving
credit facility (the "MXL Revolving Credit Facility") and a
$4,500,000 term loan (The "MXL Term Loan"). The MXL Revolving
Credit Facility is a three year committed facility which allows
MXL to borrow amounts equal to 20% of Eligible Inventory (as
defined) and 80% of Eligible Receivables (as defined). As of
September 30, 1993, there were no borrowings under the MXL
Revolving Credit Facility. The MXL Term Loan is repayable in 11
quarterly payments commencing on October 31, 1993 with a final
payment of $750,000 on July 1, 1996. The facilities are secured
by all of the assets (other than certain equipment) of MXL and by
816,625 shares of common stock of Interferon Sciences, Inc. and
637,500 shares of common stock of General Physics Corporation,
which were contributed to MXL in connection with the forgoing
transactions.
The Five Star Revolving Credit Facility and Five Star Term
Loan and the MXL Revolving Credit Agreement and MXL Term Loan are
guaranteed by the Company. The Company's guaranty is secured by
5,477,282 shares of common stock of Interferon Sciences, Inc. and
71,407 shares of common stock of General Physics Corporation.
The use of proceeds of the Five Star Term Loan and the MXL
Term Loan are as follows:
Loan to the Company to repay short-term debt $3,100,000
Loan to the Company 2,300,000
Available to repurchase Swiss Debt Obligations 4,100,000
Total Term Loans of Five Star and MXL $9,500,000
b) On June 30, 1993, GPS Technologies, Inc. (GPS) entered into
a three year $10,000,000 credit facility. The credit facility is
secured by the accounts receivable and fixed assets of GPS. The
initial $5,000,000 of the credit facility is fixed at an interest
rate of 7.98% and the second $5,000,000 of the credit facility
bears interest at a rate equal to 1.25% in excess of the bank's
prime rate. At September 30, 1993, $5,073,000 was borrowed under
the credit facility.
9
NATIONAL PATENT DEVELOPMENT CORPORATION AND SUBSIDIARIES
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
RESULTS OF OPERATIONS
During the quarter ended September 30, 1993, the Company
completed an Exchange Offer for a significant portion of its
Swiss Denominated Debt (see Note 2 to the Notes to the
Consolidated Condensed Financial Statements). As a result of the
Exchange Offer the Company's long-term debt was reduced by
approximately $12,000,000 and interest expense will be reduced by
approximately $2,000,000 per year. In addition, as a result of
the inclusion of a portion of the Company's shares of common
stock of Interferon Sciences, Inc. (ISI) as part of the
consideration in the Exchange Offer, the Company currently owns
less than 50% of ISI, and therefore now accounts for the results
of ISI on the equity basis. The Company realized an
extraordinary gain on the early extinguishment of debt relating
to the Exchange Offer of $1,227,000.
The Company incurred a loss before income taxes and
extraordinary item of $1,160,000 and $6,007,000 for the quarter
and nine months ended September 30, 1993, as compared with a loss
of $7,168,000 and $12,325,000 for the corresponding periods of
1992. The decrease in the Company's loss before income taxes and
extraordinary item is due to several factors. Included in
investment and other income, net for the quarter and nine months
ended September 30, 1993, is $(1,442,000) and $(61,000),
respectively, of foreign currency transaction losses compared to
losses of $(5,069, 000) and $(4,399,000) for the corresponding
periods of 1992. In addition, the Company recorded $475,000 and
$2,392,000 of reserves taken and losses realized on certain
assets and investments during the quarter and nine months ended
September 30, 1992. As a result of the Exchange Offer discussed
above, the Company realized a gain of $3,795,000 from the
issuance of a portion of the Company's shares of common stock of
ISI and Duratek during the third quarter of 1993. In addition,
the Company achieved reduced interest expense at the corporate
level for the periods in 1993, as a result of reduced short-term
borrowings at lower interest rates, and reduced long-term debt.
At September 30,1993, there was an aggregate of SFr. 36,095,000
of Swiss denominated indebtedness outstanding, of which SFr.
33,988,000 represents principal amount outstanding and SFr.
2,107,000 represents interest accrued thereon. Foreign currency
valuation fluctuations may adversely affect the results of
operations and financial condition of the Company. At September
30, 1993, 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
10
obligations. On September 30, 1993, the value of the Swiss Franc
to the U.S. dollar was approximately 1.425 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.
Sales
For the quarter ended September 30, 1993, consolidated sales
decreased by $5,304,000 to $47,250,000 from the $52,554,000
recorded in the corresponding quarter of 1992. For the nine
months ended September 30, 1993, consolidated sales decreased by
$2,579,000 to $147,328,000 from $149,907,000 recorded for the
nine months ended September 30, 1992. The decreased sales for
the 1993 periods were primarily the result of the Health Care
Group (ISI) having no sales of ALFERONR N Injection to the Purdue
Frederick Company (Purdue) in 1993. In addition, The Electronics
Group and the Physical Science Group also had reduced sales. The
reduced sales for the periods within the Physical Science Group
was the result of decreases in revenues generated by the
consulting and staff augmentation segment of Duratek business.
The above decreases for the nine months ended September 30, 1993
were partially offset by increased sales experienced by the
Distribution Group for the period.
Gross margin
Consolidated gross margin of $7,601,000, or 16%, for the
quarter ended September 30, 1993 decreased by $1,063,000 when
compared to the consolidated gross margin of $8,664,000, or 16%,
for the quarter ended September 30, 1992. For the nine months
ended September 30, 1993, consolidated gross margin of
$22,754,000 or 15% of consolidated sales decreased by $1,769,000
when compared to $24,523,000 or 16% of consolidated sales earned
in the nine months ended September 30, 1992. The decreased gross
margin for the quarter is primarily attributable to reduced gross
margins achieved by the Optical Plastics Group and the Physical
Science Group, as a result of reduced sales, and changes in their
respective product and customer mix . The reduced gross margin
for the nine months ended September 30, 1993 was primarily the
result of the suspension of production by ISI of ALFERONR N
Injection, and the effect of ongoing facility costs incurred by
ISI during the period.
Selling, general and administrative expenses
For the quarter and nine months ended September 30, 1993,
selling, general and administrative expenses (SG&A) of $9,042,000
and $27,237,000 was $391,000 and $1,352,000 higher than the
$8,651,000 and $25,885,000 of SG&A expenses incurred during the
quarter and nine months ended September 30, 1992. The increase
11
for the quarter and nine months ended September 30, 1993 was
primarily attributable to increased costs incurred by the
Distribution and Physical Science Groups. The increase was
partially offset by reduced SG&A in the Health Care Group due to
ISI being accounted for on the equity basis during the third
quarter, as a result of the Exchange Offer, in which the
Company's interest in ISI fell below 50%.
Research and development
For the quarter and nine months ended September 30, 1993,
research and development expense was $223,000 and $2,539,000,
compared to $1,141,000 and $3,371,000 for the quarter and nine
months ended September 30, 1992. The reduced research and
development expense for the periods was due to ISI being
accounted for on the equity basis during the third quarter of
1993, as a result of the Exchange Offer, in which the Company's
interest in ISI fell below 50%.
Interest expense
For the quarter and nine months ended September 30, 1993,
interest expense was $2,173,000 and $7,133,000, compared to
$2,878,000 and $8,479,000 for the third quarter and nine months
ended September 30, 1992. The decreased interest expense for
these periods was the result of reduced short-term borrowings, at
lower rates of interest on the Company's variable rate
obligations, and reduced long-term debt.
Investment and other income, net
Investment and other income, net of $2,632,000 and $6,100,000
for the quarter and nine months ended September 30, 1993,
increased by $6,435,000 and $7,113,000, respectively, as compared
to $(3,803,000) and $(1,013,000) for the corresponding periods of
1992. The change was principally due to the following factors;
$(1,442,000) and $(61,000) of foreign currency transaction losses
recognized during the quarter and nine months ended September
30, 1993, compared to losses of $(5,069,000) and $(4,399,000) for
the corresponding periods of 1992. In addition, the Company
recorded $475,000 and $2,392,000 of reserves taken and losses
realized on certain assets and long-term investments accounted
for by the cost method during the quarter and nine months ended
September 30, 1992. In addition, for the quarter and nine months
ended September 30, 1993, the Company realized reduced revenues
relating to interest income, and equity in the income of 20% to
50% owned subsidiaries, as compared to the quarter and nine
months ended September 30, 1992. During the quarter ended
September 30, 1993 the Company realized a $3,795,000 gain from
the issuance of ISI and Duratek common stock as a result of the
Exchange Offer (see Note 2 of the Notes to the Consolidated
Condensed Financial Statements).
12
NATIONAL PATENT DEVELOPMENT CORPORATION AND SUBSIDIARIES
LIQUIDITY AND CAPITAL RESOURCES
The Company believes that it has sufficient cash, cash
equivalents and marketable securities 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 of $19,734,000 of Swiss Franc denominated
indebtedness scheduled to mature in 1995 and $8,322,000 of Swiss
Franc denominated indebtedness which is scheduled to mature in
1996, the Company must obtain additional funds. The Company has
reduced and is continuing to reduce its long-term debt through
the issuance of equity securities in exchange for long-term debt
and is also exploring new credit arrangements on an ongoing
basis. However, there is no assurance that the Company will be
able to obtain any new credit arrangements.
At September 30, 1993, the Company had cash, cash
equivalents and marketable securities totaling $10,608,000. Of
these amounts, approximately $8,680,000 is held by the parent
company and is available for the general corporate purposes of
the parent.
In April 1993, the Company entered into new revolving credit
and term loan agreements (See Note 3 to the Notes to the
Consolidated Condensed Financial Statements). As a result of the
new agreements, the Company repaid approximately $3,100,000 of
short-term borrowing and received approximately $2,300,000 of
cash for general corporate purposes.
13
NATIONAL PATENT DEVELOPMENT CORPORATION AND SUBSIDIARIES
QUALIFICATION RELATING TO FINANCIAL INFORMATION
September 30, 1993
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 1993 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 6. EXHIBITS AND REPORTS ON FORM 8-K
a. Exhibits
1. $25,000,000 Secured Revolving Credit and Term Loan
Agreement by and among Five Star Group, Inc.,
National Westminster Bank, USA, United Jersey
Bank/Central, N.A., and National Westminster Bank,
N.J., as agent, dated April 29, 1993.
2. $6,000,000 Secured Revolving Credit and Term Loan
Agreement by and among MXL Industries, Inc.,
National Westminster Bank, USA, United Jersey
Bank/Central, N.A., and National Westminster Bank,
N.J., as agent, dated April 29, 1993.
b. Reports on Form 8-K
There were no reports on Form 8-K filed for the period
ended September 30, 1993.
15
NATIONAL PATENT DEVELOPMENT CORPORATION AND SUBSIDIARIES
September 30, 1993
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: January 3, 1994
BY: /s/Jerome I. Feldman
Jerome I. Feldman
President and Chief
Executive Officer
DATE: January 3, 1994
BY: /s/Scott N. Greenberg
Scott N. Greenberg
Vice President,
Chief Financial Officer
16
