U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
(Mark One)
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2002 or
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from to .
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Commission File No. 1-1031
RONSON CORPORATION
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(Exact name of registrant as specified in its charter)
NEW JERSEY 22-0743290
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(State of incorporation) (I.R.S. Employer
Identification No.)
CAMPUS DRIVE, P.O. BOX 6707, SOMERSET, N.J. 08875
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(Address of principal executive office) (Zip Code)
Registrant's telephone number: (732) 469-8300
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Securities registered pursuant to Section 12(g) of the Act:
Name of each exchange
Title of each class on which registered
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Common Stock par value Nasdaq SmallCap Market
$1.00 per share
12% Cumulative Convertible Over-the-Counter Bulletin Board
Preferred Stock no par value
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the 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 [ ]
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [X]
Indicate by check mark whether the registrant is an accelerated filer (as
defined in Rule 12b-2 of the Act). YES [ ] NO [X]
The aggregate market value of common equity held by non-affiliates of the
registrant was approximately $2,470,000 as of June 30, 2002, the last business
day of the registrant's most recently completed second fiscal quarter, computed
by reference to the average bid and asked price of such common equity.
As of March 19, 2003, there were 3,842,168 shares of the registrant's common
stock outstanding, adjusted to reflect a 5% common stock dividend declared on
March 18, 2003.
FORWARD-LOOKING STATEMENTS
This Annual Report on Form 10-K, including "Management's Discussion and Analysis
of Financial Condition and Results of Operations" in Item 7, contains
forward-looking statements that involve risks and uncertainties, as well as
assumptions that, if they never materialize or prove incorrect, could cause the
results of Ronson Corporation and its consolidated subsidiaries (the "Company")
to differ materially from those expressed or implied by such forward-looking
statements. All statements other than statements of historical fact are
statements that could be deemed forward-looking statements, including any
projections of earnings, revenue, margins, costs or other financial items; any
statements of the plans, strategies and objectives of management for future
operations; any statement concerning new products, services or developments; any
statements regarding future economic conditions or performance; any statements
of belief; and any statements of assumptions underlying any of the foregoing.
The risks, uncertainties and assumptions referred to above include the success
of new products; competition; prices of key materials, such as petroleum
products; the challenge of managing asset levels, including inventory; the
difficulty of aligning expense levels with revenue changes; assumptions relating
to pension costs; and other risks that are described herein and that are
otherwise described from time to time in the Company's Securities and Exchange
Commission reports. The Company assumes no obligation and does not intend to
update these forward-looking statements.
TABLE OF CONTENTS
Part I
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Item 1. Business.
2. Properties.
3. Legal Proceedings.
4. Submission of Matters to a Vote of Security Holders.
Part II
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Item 5. Market for the Company's Common Stock and Related Stockholder
Matters.
6. Selected Financial Data.
7. Management's Discussion and Analysis of Financial Condition and
Results of Operations.
7A. Quantitative and Qualitative Disclosures about Market Risk.
8. Financial Statements and Supplementary Data.
9. Changes in and Disagreements with Accountants on Accounting and
Financial Disclosure.
Part III
--------
Item 10. Directors and Executive Officers of the Registrant.
11. Executive Compensation.
12. Security Ownership of Certain Beneficial Owners and Management and
Related Stockholder Matters.
13. Certain Relationships and Related Transactions.
14. Controls and Procedures.
Part IV
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Item 15. Exhibits, Financial Statement Schedules and Reports on
Form 8-K.
Signatures.
Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
Financial Statements.
PART I
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Item 1 - DESCRIPTION OF BUSINESS
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(a) General Development of Business.
The Registrant, Ronson Corporation (the "Company"), is a company
incorporated in 1928.
The Company is engaged principally in the following businesses:
1. Consumer Products; and
2. Aviation-Fixed Wing Operations and Services and Helicopter Services.
The Company's common shares are listed on the Nasdaq SmallCap Market, and
the Company's preferred shares are listed on the NASD Over-the-Counter ("OTC")
Bulletin Board. The Company's common shares are quoted under the symbol RONC and
its preferred shares are quoted under the symbol RONCP.
In December 1989 the Company adopted a plan to discontinue the operations
of Ronson Metals Corporation, Newark, New Jersey, one of the Company's wholly
owned subsidiaries. On January 8, 1997, Ronson Metals Corporation amended its
Certificate of Incorporation to change its corporation name to Prometcor, Inc.
("Prometcor"). As part of the plan to sell the properties of the Prometcor
discontinued operations, Prometcor complied with all applicable environmental
laws and has also completed termination of its United States Nuclear Regulatory
Commission ("NRC") license. In March 2002 Prometcor received a "No Further
Action" ("NFA") letter from the New Jersey Department of Environmental
Protection ("NJDEP") for all areas of concern (except groundwater) releasing the
property. Closing on the sale of the property under an existing sale agreement
was completed in May 2002. (See Environmental Matters below and Item 7 -
Management's Discussion and Analysis of Financial Condition and Results of
Operations.)
(b) Financial Information about Segments.
Refer to Note 12 of the Notes to Consolidated Financial Statements below.
(c) Narrative Description of Business.
(1) Consumer Products
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The Company's consumer packaged products, which are manufactured in
Woodbridge, New Jersey, and distributed in the United States by the Company's
wholly owned subsidiary, Ronson Consumer Products Corporation ("RCPC"), include
Ronsonol lighter fluid, Multi-Fill butane fuel injectors, flints, wicks for
lighters, a multi-use penetrant spray lubricant product under the tradename
"Multi-Lube", a spot remover under the product tradename "Kleenol", and a
surface protectant under the tradename "GlossTek". In addition, the Company's
consumer packaged products are marketed in Canada through Ronson Corporation of
Canada Ltd. ("Ronson-Canada"), a wholly owned subsidiary of the Company. RCPC
and Ronson-Canada together comprise Ronson Consumer Products. The Company also
distributes its consumer products in Mexico. A subsidiary of WalMart Stores,
Inc. ("WalMart") is a significant distributor for the consumer products segment
and, as such, supplies Ronson's products to numerous retailers. Management does
not believe that this segment is substantially dependent on WalMart or its
distributor subsidiary because of the presence of many other distributors which
provide retailers with Ronson's consumer products. Sales to various units of
WalMart in 2002 and 2001 accounted for 16% and 10%, respectively, of
Consolidated Net Sales of the Company and 26% and 18%, respectively, of Net
Sales of the segment, most of which were to WalMart's distributor subsidiary.
The consumer products are distributed through distributors, food brokers,
automotive and hardware representatives and mass merchandisers, drug chains and
convenience stores in the United States and Canada. Ronson Consumer Products is
a principal supplier of packaged flints and lighter fuels in the United States
and Canada. These subsidiaries' consumer products face substantial competition
from other nationally distributed products and from numerous local and private
label packaged products. Since Ronson Consumer Products produces packaged
products in accordance with its sales forecasts, which are frequently reviewed
and revised, inventory accumulation has not been a significant factor, and this
segment does not have a significant order backlog. The sources and availability
of raw materials for this segment's packaged products are not significant
factors.
Ronson Consumer Products also distributes five lighter products - the
"RONII" refillable butane lighter; the Ronson "WINDII" liquid fuel windproof
lighter; the Ronson "AmeroFlame Ignitor", used for lighting fireplaces,
barbecues, camping stoves and candles; the "EURO LITE" blue point flame butane
lighter, excellent for pipes and cigars; and the "Tech Torch", used for craft
and hobby work, cooking specialties, and soldering. The lighter products are
marketed in the United States and Canada.
The RONII is a pocket lighter that meets the child resistant requirements
issued by the Consumer Product Safety Commission. The RONII is manufactured for
the Company in Spain and is sold through the Company's distribution channels.
The RONII is priced competitively but has strong competition from several other
brands of disposable lighters as well as much lower priced unbranded imports
from China and other Far Eastern countries.
In 1997 Ronson Consumer Products introduced the Ronson WINDII windproof
lighter in the United States and Canada. The WINDII uses Ronson flints, Ronsonol
lighter fuel and Ronson wicks. The WINDII faces strong competition from another
nationally distributed brand and from unbranded imports. The Ronson WINDII
lighter is manufactured in China in accordance with the engineering and quality
specifications of the Company. The Company has the exclusive right to market
this product in the United States, Canada and Mexico, and does so through its
distribution channels.
In 1999 Ronson Consumer Products introduced the EURO LITE blue point flame
butane lighter, in both the United States and Canada. The EURO LITE uses Ronson
Multi-Fill butane fuel injectors. It is manufactured in China in accordance with
the Company's engineering and quality specifications. The EURO LITE faces strong
competition from other nationally distributed brands and unbranded imports.
In 2002 the Company introduced a new refillable ignitor called the Ronson
AmeroFlame Ignitor. The AmeroFlame Ignitor is manufactured in China, in
accordance with the Company's engineering and quality specifications. It has a
patented child resistant/adult friendly mechanism. It is sold as a single
ignitor or in kit form with a 26 gram Ronson Multi-Fill butane. The AmeroFlame
Ignitor faces strong competition from imported disposable and refillable
ignitors.
In 2002 the Company introduced a new torch, the "Tech Torch". The Tech
Torch has a precision "hi heat" blue flame. The Tech Torch is manufactured in
Taiwan for the Company in accordance with the Company's engineering and quality
specifications. The Tech Torch faces competition from other nationally
distributed brands of torches, but the Company believes the Tech Torch is a
unique product in the marketplace.
(2) Aviation - Fixed Wing Operations and Services and Helicopter Services
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Ronson Aviation, Inc. ("Ronson Aviation"), a wholly owned subsidiary of the
Company, headquartered at Trenton-Mercer Airport, Trenton, New Jersey, provides
a wide range of general aviation services to the general public and to
government agencies. Services include air charter, air cargo, cargo handling,
avionics, management aviation services, new and used aircraft sales, aircraft
repairs, aircraft fueling, storage and office rental. This subsidiary's facility
is located on 18 acres, exclusive of four acres on which Ronson Aviation has a
first right of refusal, and includes a 52,000 square foot hangar/office complex,
two aircraft storage units ("T" hangars) and a 58,500 gallon fuel storage
complex (refer to Item 2-Description of Properties, (3) Trenton, New Jersey). In
its passenger and cargo services, Ronson Aviation operates a Citation II Jet
airplane in charter operations. Ronson Aviation is an FAA approved repair
station for major and minor airframe and engine service and an avionics repair
station for service and installations. Ronson Aviation is an authorized Raytheon
Aircraft and Parts Sales and Service Center and a Cessna Aircraft service
station.
At December 31, 2002, Ronson Aviation had orders to purchase two new
aircraft from Raytheon Aircraft Corporation, both of which are for resale. The
total sales value of these aircraft is approximately $1,675,000. The orders are
subject to cancellation by Ronson Aviation.
Ronson Aviation is subject to extensive competition in its air charter
activities, but Ronson Aviation is the only provider of aviation services to the
private, corporate and commercial flying public at Trenton-Mercer Airport in
Trenton, New Jersey.
ENVIRONMENTAL MATTERS
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In the conduct of certain of its manufacturing operations, the Company is
required to comply with various environmental statutes and regulations
concerning the generation, storage and disposal of hazardous materials.
Additionally under New Jersey's "ISRA" law, operators of particular facilities
classified as industrial establishments are required to ensure that their
facility complies with environmental laws, including implementation of remedial
action, if necessary, before selling or closing a facility.
In December 1989 the Company adopted a plan to discontinue the operations
in 1990 of one of its facilities, Prometcor, located in Newark, New Jersey, and
to comply with all applicable laws. In October 1994 Prometcor entered into a
Memorandum of Agreement with the NJDEP as to its environmental compliance
activities at its Newark facility. As the result of sampling and the evaluation
of the results by the Company's environmental consultants and the NJDEP in 1996
and 1997, areas of contamination in the groundwater below a section of the
property were identified. The sampling and delineation have been undertaken and
will continue in this area of the property. The Company's plan related to the
groundwater issue has not yet been approved by the NJDEP. Long-term monitoring
of groundwater may be required. The extent of the remaining costs associated
with groundwater is not determinable until testing and remediation have been
completed and accepted by the NJDEP.
In October 2000 Ronson Aviation completed installation and initial testing
of monitoring wells in the area where Ronson Aviation had removed and abandoned
in place its former fuel tanks. Ronson Aviation's environmental advisors believe
that the preliminary results of the testing indicate that no further testing
should be required. The final extent of costs cannot be determined until the
results of testing have been completed and accepted by the NJDEP. Therefore, the
amount of additional costs, if any, cannot be fully determined at this time, but
management believes that the effect will not be material.
The Company believes that compliance with environmental laws and
regulations will not have a material adverse effect upon the Company's future
capital expenditures or competitive position.
PATENTS AND TRADEMARKS
----------------------
The Company maintains numerous patents and trademarks for varying periods
in the United States, Canada, Mexico and a limited number of other countries.
While both industry segments may benefit from the Company's name as a registered
trademark, the patents and trademarks which are held principally benefit the
consumer products segment of the Company's business.
SEASONALITY AND METHODS OF COMPETITION
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No material portion of the Company's business is seasonal. The Company uses
various methods of competition as appropriate in both of its industry segments,
such as price, service and product performance.
RESEARCH ACTIVITIES
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The Company's consumer products segment expensed approximately $348,000,
$227,000 and $288,000 during the fiscal years ended December 31, 2002, 2001 and
2000, respectively, on research activities relating to the development of new
products and the improvement of existing products, all of which were Company
sponsored.
NUMBER OF EMPLOYEES
-------------------
As of December 31, 2002, the Company and its subsidiaries employed a total
of 105 persons.
CUSTOMER DEPENDENCE
-------------------
See above under "Consumer Products".
SALES AND REVENUES
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The following table sets forth the percentage of total sales contributed by
each of the Company's classes of similar products which contributed to total
sales during the last three fiscal years.
Consumer Aviation Operations
Products and Services
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2002 60% 40%
2001 55% 45%
2000 57% 43%
(d) Financial Information About Geographic Areas.
Refer to Note 12 of the Notes to Consolidated Financial Statements.
Item 2 - DESCRIPTION OF PROPERTIES
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The following list sets forth the location and certain other information
concerning the Company's manufacturing and office facilities. The Company's
facilities are in relatively modern buildings which were designed for their
present purpose. The Company believes its manufacturing and other facilities to
be suitable for the operations conducted. In the list below, "medium" facilities
are those which have between 20,000 and 100,000 square feet; and "small"
facilities are those which have less than 20,000 square feet.
The facilities in Woodbridge, New Jersey, and Canada comprise the consumer
products segment. The Trenton, New Jersey, facilities are used by the aviation
services segment.
(1) Woodbridge, New Jersey
Facilities included in (a) and (b) below are owned subject to first and
second mortgages in favor of Fleet Capital Corporation.
(a) One medium facility for manufacturing consumer products. This facility
is owned and is constructed of brick, steel and cinder block.
(b) One small facility for storage. This facility is owned and is
constructed of metal, cinder block and cement.
(2) Somerset, New Jersey
One small facility for executive and consumer products offices. This
facility is subject to a lease which expires in June 2006. The facility is
constructed of metal, cinder block and cement.
(3) Trenton, New Jersey
(a) One medium facility for fixed wing operations and services and
helicopter services, sales and office space leased to others. This building is
owned and is constructed of steel and concrete. The land on which this building
is located is leased under a leasehold with six five-year terms automatically
renewed, with the last five-year term expiring in November 2007. The lease may
be extended for five additional five-year terms through November 2032, provided
that during the five-year term ending November 2007, Ronson Aviation invests
$1,500,000 in capital improvements.
(b) One medium facility - "T" hangars. These structures are owned and are
constructed of aluminum and concrete. The land upon which these structures are
located is leased under a leasehold on the same terms as in 3 (a) above.
(4) Mississauga, Ontario, Canada
One small facility for sales and marketing, distribution center and
storage. This facility is subject to a lease which expires in March 2006. This
facility is constructed of brick and cinder block.
Item 3 - LEGAL PROCEEDINGS
-----------------
The Company is involved in various product liability claims. The claimants
have claimed unspecified damages. The ultimate liability cannot now be
determined because of the considerable uncertainties that exist. Therefore, it
is possible that results of operations or liquidity in a particular period could
be materially affected by these matters. However, based on facts currently
available, management believes that damages awarded, if any, would be well
within existing insurance coverage.
In an amended Statement on Schedule 13D filed with the Securities and
Exchange Commission on March 26, 2003, Steel Partners II, L.P. and Warren G.
Lichtenstein reported the filing with the Superior Court of New Jersey, Chancery
Division, Essex County, of a shareholder derivative suit against the Company's
directors. The suit alleges, among other matters, breach of fiduciary duty and
an absence of disinterestedness by the defendants and use of corporate control
to advance their own interests. The complaint requests the court to invalidate
the Company's shareholders rights agreement and certain consulting agreements,
to enjoin performance of certain agreements with the directors and to require
Louis V. Aronson II to divest those shares acquired, and not to acquire
additional shares, while the shareholders rights agreement has been or remains
in place. The Company is reviewing the complaint, which has not yet been served
upon it, and will vigorously defend these matters and take all such action as it
deems appropriate.
Gary & Margaret Minnich vs. Ronson Consumer Products Corporation and
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WalMart Stores East, Inc.
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In March 2002 Ronson Consumer Products Corporation was advised that it was
the Defendant in a product liability lawsuit pending in the Circuit Court for
Washington County, Maryland, in which Plaintiffs sought damages for an incident
that allegedly occurred in February 1999. In February 2003 the lawsuit was
dismissed with no liability for the Company.
Item 4 - SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
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None.
PART II
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Item 5 - MARKET FOR THE COMPANY'S COMMON STOCK AND RELATED STOCKHOLDER MATTERS
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a) The principal market for trading in Ronson common stock is the Nasdaq
SmallCap Market. Market data for the last two fiscal years are listed below for
information and analysis. The data presented reflect inter-dealer prices,
without retail markup, markdown or commission and may not necessarily represent
actual transactions.
2002
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Quarter 1st 2nd 3rd 4th
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High Bid $1.59 $1.34 $1.43 $1.04
Low Bid $1.19 $1.16 $ .94 $ .86
2001
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Quarter 1st 2nd 3rd 4th
- ------------------------------------------------------
High Bid $1.86 $1.70 $1.44 $1.59
Low Bid $1.25 $ .94 $ .81 $ .95
b) At March 19, 2003, there were 2,375 stockholders of record of the
Company's common stock.
c) No cash dividends were declared or paid on the Company's common stock in
the two years ended December 31, 2002. On March 18, 2003, the Company's Board of
Directors declared a 5% stock dividend on the Company's outstanding common
stock. On March 14, 2002, the Company's Board of Directors had also previously
declared a 5% stock dividend on the Company's outstanding common stock.
Information regarding the number of shares and per share amounts has been
retroactively adjusted to reflect the stock dividends.
d) See Item 12 below for information as to securities authorized for
issuance under equity compensation plans.
Item 6 - SELECTED FINANCIAL DATA
------------------------
The information required by this item is filed with this report on page 44
and is incorporated herein by reference.
Item 7 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
---------------------------------------------------------------
RESULTS OF OPERATIONS
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RESULTS OF OPERATIONS
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2002 Compared to 2001
The Company's Net Earnings in 2002, after Earnings from Discontinued
Operations of $170,000, were $212,000, as compared to $531,000 in 2001.
The Company's Net Sales were $23,601,000 in 2002 compared to $28,705,000
in 2001. The Net Sales in 2001 included sales of $1,350,000 for two charter
aircraft at Ronson Aviation.
The Company's Earnings from Continuing Operations before Interest, Other
Items, and Non-recurring Items were $599,000 in the year 2002, as compared to
$1,733,000 in the year 2001. Approximately $260,000, or 23%, of the reduction in
earnings in 2002 from 2001 was due to increases in the Company's cost of
insurance coverage.
The Company's Earnings from Continuing Operations before Income Taxes and
Non-recurring Items were $112,000 in the year 2002 as compared to $1,088,000 in
2001.
Ronson Consumer Products
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(in thousands)
Year Ended
December 31,
2002 2001
---- ----
Net sales ................................... $14,232 $15,709
Earnings before interest, other items,
intercompany charges, and taxes .... 1,201 1,952
Earnings before intercompany charges
and taxes .......................... 1,019 1,755
Net Sales of consumer products at Ronson Consumer Products decreased by 9%
in 2002 compared to 2001 primarily due to decreased sales of flame accessory
products.
Reclassifications have been made of certain of last year's amounts to
conform with the current year's presentation required in accordance with EITF
Issue No. 00-25. Effective January 1, 2002, certain selling expenses incurred by
Ronson Consumer Products are classified as reductions in Net Sales, in lieu of
as selling or advertising expenses. There is no effect on earnings, and the
impact on Ronson Consumer Products' Net Sales is not material.
Cost of Sales, as a percentage of Net Sales, at Ronson Consumer Products
increased to 58% in 2002 from 55% in 2001. The increase in the Cost of Sales
percentage was due primarily to the lower sales and to increased manufacturing
costs, the largest of which was insurance costs, partially offset by lower
material costs.
Selling, Shipping and Advertising Expenses at Ronson Consumer Products, as
a percentage of Net Sales, increased to 23% in 2002 from 22% in 2001 because a
4% reduction in costs in 2002 was more than offset by the effect of the lower
Net Sales in 2002.
General and Administrative Expenses, as a percentage of Net Sales, was
unchanged at 9% in 2002 and 2001 because a reduction in expenses, primarily
personnel costs and professional fees, in 2002 was offset by the effect of the
lower sales in 2002.
Interest Expense at Ronson Consumer Products decreased by $56,000 to
$116,000 in 2002 from 2001 primarily due to decreases in the prime rate of
interest.
Ronson Aviation
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(in thousands)
Year Ended
December 31,
2002 2001
---- ----
Net sales ................................... $ 9,369 $ 12,996
Earnings before interest, other items,
intercompany charges, and taxes .... 1,370 1,518
Earnings before intercompany charges
and taxes .......................... 1,305 1,316
Non-recurring loss .......................... -- (232)
Net Sales at Ronson Aviation decreased by 28% in 2002 from 2001. The
decrease is primarily because: 1) of lower sales of aircraft in 2002 by
$1,664,000; 2) the sales in 2001 included $1,350,000 for two turbo prop C-99
charter aircraft; and 3) Net Sales in 2001 included charter sales of $821,000
utilizing the two C-99 aircraft which were sold in the fourth quarter of 2001.
Ronson Aviation's Cost of Sales, as a percentage of Net Sales, decreased
to 71% in 2002 as compared to 77% in 2001. The decrease in the Cost of Sales
percentage in 2002 was primarily due to the change in mix of products sold,
partially offset by an increase in insurance costs of approximately $100,000.
Ronson Aviation's Selling, Shipping and Advertising Expenses and General
and Administrative Expenses, as a percentage of Net Sales, increased to 10% in
2002 from 8% in 2001 primarily because a 9% reduction in expenses, primarily
personnel costs, was more than offset by the effect of the lower Net Sales.
The non-recurring item in 2001 relates to the sale of Ronson Aviation's
two turbo prop C-99 charter aircraft and the related reduction in personnel.
Sales in the year 2001 included the proceeds of $1,350,000 from the sale of the
two charter aircraft. The 2001 Non-recurring Loss of $232,000 consisted of a
loss on the two C-99 aircraft sales of $140,000 and the related costs of
$92,000.
Interest Expense at Ronson Aviation decreased by $118,000 to $80,000 in
2002 from 2001 due to decreases in the prime rate of interest and to reduced
debt, primarily as a result of the sale of the two C-99 charter aircraft in the
fourth quarter of 2001.
Other Items
- -----------
The General and Administrative Expenses of Corporate and Others were
higher in 2002 as compared to 2001 primarily due to higher pension expense as
the result of increased amortization related to pension asset reductions in 2001
and to increased professional fees in 2002.
Discontinued Operations
- -----------------------
The Earnings from Discontinued Operations included Insurance Recovery
Income and the Discontinuance Costs recorded by the Company related to the
discontinuance of Prometcor, as follows (in thousands):
Year Ended December 31,
2002 2001 2000
---- ---- ----
Insurance recovery income ....... $355 $175 $645
Discontinuance costs accrued .... 70 175 645
---- ---- ----
285 -- --
Deferred income tax benefits .... 115 -- --
---- ---- ----
Earnings from discontinued
operations $170 $ -- $ --
==== ==== ====
In 1990 the Company discontinued the operations of its wholly owned
subsidiary, Ronson Metals Corporation, subsequently renamed Prometcor, Inc.
("Prometcor"). Upon the cessation of operations in 1990, Prometcor began its
compliance with the environmental requirements of all applicable laws and
regulations in order to sell the property previously used in the discontinued
operations. The discontinuance of operations also required the termination of a
United States Nuclear Regulatory Commission ("NRC") license.
In 2002 Prometcor completed the environmental clearance of its property in
Newark, N.J. In May 2001 the NRC released the last remaining parcel for
unrestricted use. A similar release of this parcel was received from the New
Jersey Department of Environmental Protection ("NJDEP") in March 2002. The sale
of this final parcel of the property was completed for about $295,000 in May
2002 with the Company retaining responsibility for the groundwater-related
activities.
The Company's plan to resolve groundwater issues has not yet been
approved by the NJDEP. Further testing completed in 2000 resulted in increased
estimates of the range of costs to be incurred. These costs will be incurred
over an extended number of years. In calculating and accruing these costs, the
Company has discounted the costs to the present value.
The liability for these estimated costs and expenses as recorded in the
financial statements was based, in accordance with normal accounting practices,
on the lower limit of the range of costs as projected by the Company and its
consultants. The estimated upper limit of the range of costs is approximately
$600,000 above the lower limit.
The full extent of the costs and time required for completion of the
NJDEP environmental clearance is not determinable until the remediation and
confirmatory testing of the properties have been completed and accepted by the
NJDEP.
In the second half of 1999, the Company filed a lawsuit against twelve
of its former general liability insurance carriers seeking recovery of
environmental investigation and remediation costs incurred and anticipated at
various locations, primarily Prometcor. In 2000 and 2001 the Company reached
settlement agreements with eleven of the twelve insurance carriers involved. On
March 6, 2002, the Company reached a settlement with the last remaining
insurance company in the above matter. These settlements totaled approximately
$1,830,000. After related costs, the Company recognized insurance recovery
income in 2002, 2001 and 2000 of $355,000, $175,000 and $645,000,respectively.
2001 Compared to 2000
The Company's Net Earnings in 2001, after non-recurring items, were
$531,000, an increase of 22% from $434,000 in 2000.
The Company's Net Sales increased by 3% to $28,705,000 in 2001 compared to
$27,759,000 in 2000. The Net Sales in 2001 included sales of $1,350,000 for two
charter aircraft at Ronson Aviation.
The Company's Earnings from Continuing Operations before Interest, Other
Items, and Non-recurring Items were $1,733,000 in the year 2001, an increase of
$285,000, or 20%, over $1,448,000 in the year 2000.
The Company's Earnings from Continuing Operations before Income Taxes and
Non-recurring Items increased to $1,088,000 in the year 2001 from $568,000 in
2000, an increase of 92%.
Ronson Consumer Products
- ------------------------
(in thousands)
Year Ended
December 31,
2001 2000
---- ----
Net sales ................................... $15,709 $15,832
Earnings before interest, other items,
intercompany charges, and taxes .... 1,952 1,967
Earnings before intercompany charges
and taxes .......................... 1,755 1,696
Net Sales of consumer products at Ronson Consumer Products were nearly
unchanged in 2001 compared to 2000. Cost of Sales, as a percentage of Net Sales,
at Ronson Consumer Products was unchanged at 54% in 2001 and in 2000. Selling,
Shipping and Advertising Expenses and General and Administrative Expenses, as a
percentage of Net Sales, were slightly lower at 32% in 2001 from 33% in 2000.
Interest Expense at Ronson Consumer Products decreased by $77,000 to
$172,000 in 2001 from 2000 due to decreases in the prime rate of interest and to
lower average debt levels.
Ronson Aviation
- ---------------
(in thousands)
Year Ended
December 31,
2001 2000
---- ----
Net sales ................................... $ 12,996 $ 11,927
Earnings before interest, other items,
intercompany charges, and taxes .... 1,518 928
Earnings before intercompany charges
and taxes .......................... 1,316 587
Non-recurring income (loss) ................. (232) 110
Net Sales at Ronson Aviation increased by 9% in 2001 from 2000, primarily
due to increased fuel sales and sales of $1,350,000 for two turbo prop C-99
charter aircraft, offset by decreases in sales of other aircraft and of C-99
charter services. The sale of the two C-99 aircraft reduced the Company's
long-term debt by $704,000 and fixed assets by $1,490,000 and
improved its working capital by about $720,000. The increased sales of aviation
fuel in 2001 were due primarily to increased fuel volume sold.
Ronson Aviation's Cost of Sales, as a percentage of Net Sales, decreased
to 77% in 2001 as compared to 81% in 2000. The decrease in the Cost of Sales
percentage in 2001 was primarily due to the change in mix of products sold.
Ronson Aviation's Selling, Shipping and Advertising Expenses and General
and Administrative Expenses, as a percentage of Net Sales, were unchanged at 8%
in 2001 and 2000.
The non-recurring item in 2001 relates to the sale of Ronson Aviation's
two turbo prop C-99 charter aircraft and the related reduction in personnel.
Sales in the year 2001 included the proceeds of $1,350,000 from the sale of the
two charter aircraft. The 2001 Non-recurring Loss of $232,000 consisted of a
loss on the two C-99 aircraft sales of $140,000 and the related costs of
$92,000. The non-recurring income of $110,000 at Ronson Aviation in 2000 was due
to settlement of an insurance claim related to a 1998 fuel spill.
Interest Expense at Ronson Aviation decreased by $131,000 to $198,000 in
2001 due to decreases in the prime rate of interest and to reduced debt.
Other Items
- -----------
The General and Administrative Expenses of Corporate and Others were
higher in 2001 as compared to 2000 primarily due to higher pension expense as
the result of increased amortization related to pension asset reductions in
2000.
Discontinued Operations
- -----------------------
In 2001 Prometcor made substantial progress in the environmental clearance
of its property in Newark, N.J. While making this progress to complete clearance
of the property, Prometcor incurred greater than anticipated costs. Because of
these increases in costs incurred and anticipated, Prometcor took additional
accruals of $175,000 in 2001.
Income Taxes
- ------------
In accordance with Statement of Financial Accounting Standards ("SFAS")
#109, "Accounting for Income Taxes", in 2002, 2001 and 2000, the Company
recognized deferred income tax expenses of $20,000, $320,000 and $236,000,
respectively, related to continuing operations primarily due to the Earnings
from Continuing Operations before Taxes. The Company recognized deferred income
tax expenses related to discontinued operations of $115,000 in 2002 as the
result of the insurance recovery income discussed above.
Current income taxes in the years ended December 31, 2002, 2001 and 2000,
of $29,000, $322,000 and $375,000, respectively, were presented net of credits
arising from the utilization of available tax losses and loss carryforwards in
accordance with SFAS #109. In 2002, 2001 and 2000, current income tax expenses
(benefits) were as follows (in thousands):
Year Ended December 31,
2002 2001 2000
---- ---- ----
Federal $ (5) $ 5 $ --
State 47 (11) 8
Foreign 8 11 --
---- ---- ----
Total $ 50 $ 5 $ 8
==== ==== ====
At December 31, 2002, the Company had net operating loss carryforwards for
federal income tax purposes of approximately $4,350,000 and federal and state
alternative minimum tax credit carryforwards of $89,000. (Refer to Note 3 of the
Notes to Consolidated Financial Statements.)
The Company's effective income tax rate related to Continuing Operations
was 63% in 2002 compared to 38% in 2001 and 36% in 2000. The increase in the tax
rate in 2002 was due to foreign income taxes, to non-deductible expenses, and to
increased minimum state income taxes.
FINANCIAL CONDITION
- -------------------
The Company's Stockholders' Equity was $2,458,000 at December 31, 2002,
compared to $2,872,000 at December 31, 2001. The reduction in Stockholders'
Equity in 2002 was primarily due to a loss, net of related income tax benefits,
in the Minimum Pension Liability Adjustment component of Accumulated Other
Comprehensive Loss. This loss consisted of a loss on the pension plan assets, a
loss due to a lower interest rate, and an actuarial loss related to plan benefit
experience. This loss was partially offset by the Net Earnings in 2002.
In 2002 the Company's working capital declined to a deficiency of $557,000
at December 31, 2002, from working capital of $233,000 at December 31, 2001. The
decline in working capital was primarily due to three factors: an increase in
required pension contributions in 2002 and 2003 by $933,000, Ronson Aviation's
replacement of an engine on its Citation II charter aircraft of about $400,000,
and a reduction in the non-current portion of long-term debt and leases of
$457,000, partially offset by the Company's Net Earnings and depreciation in
2002. Of the above increase in required pension contributions, $483,000 was paid
in 2002 and $450,000 is due to be paid in 2003. The increase in the required
pension contributions and the increase in the net pension liability are
primarily due to lower market value of the Plan's common stock investments as
part of the general market decline in 2002.
The Company's cash balances increased in 2001 to $689,000 from $81,000 in
2000, and the Company's short-term debt decreased to $858,000 in 2001 from
$1,697,000 in 2000. These improvements were both primarily due to the Net
Earnings in 2001, the sales by Ronson Aviation of the two charter aircraft and
the proceeds from the insurance settlements related to the Prometcor groundwater
costs.
In 2002 Finished Goods Inventory and Short-term Debt increased due to
Ronson Aviation's receiving delivery of an aircraft in 2002 for resale in 2003.
In 2002 the Company's machinery and equipment increased by $863,000
primarily due to Ronson Aviation's replacement of an engine on its Citation II
charter aircraft at a cost of about $400,000.
In 2002 the Company's Other Assets increased by $300,000 primarily due to
increased net deferred tax assets (refer to Note 3 to Consolidated Financial
Statements). The Company's Other Assets of Discontinued Operations decreased by
$260,000 primarily due to the sale of the final parcel of the Prometcor
property. Substantially all of the Current Assets of Discontinued Operations and
Other Assets of Discontinued Operations at December 31, 2002, were deferred
income tax assets.
The Increase in Cash from Changes in Inventories of $1,762,000 in 2001 was
primarily due to the sale of the two C-99 charter aircraft by Ronson Aviation,
for a total of $1,350,000. The aircraft had been transferred to inventory from
fixed assets at the book value of $1,490,000. In 2000 the Increase in Cash from
Changes in Inventories and the Payments of Short-Term Debt were primarily due to
a decrease in aircraft inventory at Ronson Aviation of $1,854,000. The Ronson
Aviation aircraft inventory had increased in the fourth quarter of 1999, and the
increase was financed with short-term debt.
Accounts payable were reduced in 2001 by $574,000 to $1,593,000 at
December 31, 2001, primarily due to the timing of purchases and payments and to
the usage of a portion of the proceeds from the sale of two Ronson Aviation
charter aircraft discussed above.
The payments of Long-Term Debt in 2001 were $1,139,000 as compared to
$440,000 in 2000 primarily because $704,000 of the proceeds from the sale of the
two Ronson Aviation charter aircraft was utilized to pay the loans financing the
aircraft.
The Increase in Cash from Discontinued Operations in 2002 was due to the
proceeds of $600,000 from the final insurance settlement and the proceeds of
$295,000 from the sale of the final parcel of the Prometcor property. Those
proceeds were partially offset by payment of costs related to the insurance
settlements, costs related to the sale of the property, and previously accrued
environmental costs. Substantially all of the payments for the costs related to
Prometcor's environmental clearance were completed in 2002, with the exception
of the costs related to groundwater which is expected to be incurred over a
period of many years.
Based on the amount of the loans outstanding and the levels of accounts
receivable and inventory at December 31, 2002, Ronson Consumer Products had
unused borrowings available at December 31, 2002, of about $368,000 under the
Fleet Capital Corporation ("Fleet") and Canadian Imperial Bank of Commerce lines
of credit. Based on the level of accounts receivable, Ronson Aviation had unused
borrowings of about $239,000 under the Fleet line of credit at December 31,
2002.
In the second quarter of 2002, the Company reached agreement with its
principal lender, Fleet, extending: 1) Fleet's lines of credit with RCPC and
Ronson Aviation; and 2) certain of Fleet's term loans to Ronson Aviation related
to the Citation II jet. The lines of credit and term loans were extended by
three years from their prior expiration dates to June 30, 2005. The revised
terms of the agreements provide for reduced interest rates to prime plus 1% from
prime plus 1-1/2%. For the lines of credit, these rate reductions are upon
attainment of certain financial ratios which are measured quarterly. The revised
agreements also eliminate and revise various
financial covenants. Based on the financial ratio for the year ended December
31, 2002, the interest rate on RCPC's line of credit will increase to prime plus
1-1/2% in the first quarter of 2003.
The Company has continued to meet its obligations as they have matured and
management believes that the Company will continue to meet its obligations
through internally generated funds from future net earnings and depreciation,
current and future borrowing availability under established external financial
arrangements, potential additional sources of financing and existing cash
balances.
The Company's capital commitments including long-term debt and leases are
discussed more fully in Notes 5 and 6 of the Notes to Consolidated Financial
Statements. A summary of the maturities of contractual obligations and other
commitments is as follows (in thousands):
Payments Due by Period
----------------------
Contractual Less than 2-3 4-5 After
Obligations Total 1 year years years 5 years
- ----------- ----- ------ ----- ----- -------
Long-term debt $2,501 $282 $2,219 $ -- $ --
Capital lease
obligations 100 44 53 3 --
Operating leases 1,019 313 590 116 --
Other long-term
obligations (1) 1,550 796 750 4 --
----- ----- ----- ----- -----
Total contractual
obligations $5,170 $1,435 $3,612 $ 123 $ --
===== ===== ===== ===== =====
Pension obligations (2) $ 450 $1,509 $1,113 (2)
===== ===== =====
(1) Other long-term obligations include amounts due under employment
agreements, consulting agreements and a stock option agreement.
(2) The payments of pension obligations assume necessary required
contributions are made annually and that the plan incurs no actuarial or
asset gains or losses. Any actuarial gains and losses cannot be estimated
at this time. An estimate of the pension obligations beyond five years is
not possible.
Other commercial commitments include outstanding letters of credit of
$22,000 for the importation of consumer products and of a $60,000 standby letter
of credit related to Ronson Aviation aircraft on order from Raytheon Aircraft
Corporation.
The Company has no off-balance sheet financing arrangements other than the
operating leases discussed above, no guarantees of the obligations of others,
and no unconsolidated subsidiaries or special purpose entities.
CRITICAL ACCOUNTING POLICIES
The Company's consolidated financial statements have been prepared in conformity
with accounting principles generally accepted in the United States of America
which requires that certain estimates and assumptions be made that affect the
amounts and disclosures reported in those financial statements and the related
accompanying notes. Actual results could differ from these estimates and
assumptions. Management uses its best judgment in valuing these estimates and
may, as warranted, solicit external professional advice.
Estimates are based on current facts and circumstances, prior experience and
other assumptions believed to be reasonable. The following critical accounting
policies, some of which are impacted significantly by judgments, assumptions and
estimates, affect the Company's consolidated financial statements.
Allowance For Doubtful Accounts
The preparation of financial statements requires our management to make
estimates and assumptions relating to the collectibility of our accounts
receivable. Management specifically analyzes historical bad debts, customer
credit worthiness, current economic trends and changes in our customer payment
terms when evaluating the adequacy of the allowance for doubtful accounts.
Accounting For Sales Incentives
The Company records sales incentives as a reduction of sales in our statements
of operations. Sales incentives include rebates, consideration and allowances
given to retailers for space in their stores (slotting fees), consideration and
allowances given to obtain favorable display positions in the retailer's stores
and other promotional activity. The Company records these promotional incentives
in the period during which the related product is shipped to the customer, or
when the expense is incurred.
Estimated sales incentives are calculated and recorded at the time related sales
are made and are based primarily on historical rates and consideration of recent
promotional activities. We review our assumptions and adjust our allowances
quarterly. Our financial statements could be materially impacted if the actual
promotion costs fluctuate from the standard rate. The allowances are classified
as a reduction of accounts receivable.
Revenue Recognition
The Company records revenue upon the shipment of its consumer products to
customers and upon the delivery of the aviation products or services.
Inventory Valuations
Inventories are valued at lower of cost or market determined by the first-in,
first-out (FIFO) method. Management regularly reviews inventory for salability
and establishes obsolescence reserves to absorb estimated lower market values.
On an annual basis, the Company takes a physical inventory verifying the units
on hand and comparing its perpetual records to physical counts.
Impairment Of Long-Lived Assets
The Company periodically evaluates whether events or circumstances have occurred
that indicate long-lived assets may not be recoverable or that the remaining
useful life may warrant revision. When such events or circumstances are present,
the Company assesses the recoverability of long-lived assets by determining
whether the carrying value will be recovered through the estimated undiscounted
future cash flows resulting from the use of the asset. In the event the sum of
the estimated undiscounted future cash flows is less than the carrying value of
the asset, an impairment loss equal to the excess of the asset's carrying value
over its fair value is recorded.
Self-Insurance Reserves
The Company is self-insured for medical insurance up to certain maximum
liability amounts. Medical insurance reserves are determined based upon
historical expense experience, insurance company estimates and loss reporting
trends. The amounts accrued for self-insurance are based upon management's best
estimate and the amounts the Company will ultimately disburse could differ from
such accrued amounts.
Other Loss Accruals
The Company has a number of other potential loss exposures incurred in the
ordinary course of business such as environmental claims, product liability,
litigation, restructuring charges, and appeal of a tax audit by the State of New
Jersey. Establishing accruals for these matters required management's estimate
and judgment with regard to maximum risk exposure and ultimate liability or
realization. As a result, these estimates are often developed with the Company's
counsel, or other appropriate advisors, and are based on management's current
understanding of the underlying facts and circumstances. Because of
uncertainties related to the ultimate outcome of these issues or the possibility
of changes in the underlying facts and circumstances, additional charges related
to these issues could be required in the future.
Pension Plans
The valuation of our pension plans requires the use of assumptions and estimates
that are used to develop actuarial valuation of expenses, assets and
liabilities. These assumptions include discount rates, investment returns, and
mortality rates. The actuarial assumptions used in our pension reporting are
reviewed annually by management and the Company's independent actuary and
compared with external benchmarks to ensure that they accurately account for our
future pension obligations. Changes in assumptions and future investment returns
could potentially have a material impact on pension expense and related funding
requirements.
Accounting for Income Taxes
The Company assesses the need for a valuation allowance against deferred tax
assets by considering future taxable income and ongoing prudent and feasible tax
planning strategies. Should we determine that we would not be able to realize
all or part of our deferred tax asset in the future, an adjustment to the
valuation allowance against the deferred tax assets would be charged to income
in the period such determination was made.
RECENT ACCOUNTING PRONOUNCEMENT
In December 2002, the FASB issued SFAS No. 148, "Accounting for Stock-Based
Compensation - Transition and Disclosure, an amendment of FASB Statement No.
123" ("SFAS No. 148"). SFAS No. 148 amended SFAS No. 123, "Accounting for
Stock-Based Compensation", to provide alternative methods of transition for a
voluntary change to the fair value based method of accounting for employee
stock-based compensation. In addition, SFAS No. 148 amends the disclosure
requirements of SFAS No. 123 to require prominent disclosure in annual and
interim financial statements about the method of accounting for stock-based
compensation and its effect on reported results. The disclosure provisions of
SFAS No. 148 are included in the accompanying Notes to Consolidated Financial
Statements. The Company applies the principles of APB Opinion No.
25 and related Interpretations in accounting for its stock-based compensation
plans. (See Note 10 of the Notes to Consolidated Financial Statements.)
Item 7A - QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
----------------------------------------------------------
The Company is exposed to changes in prevailing market interest rates
affecting the return on its investments, but does not consider this interest
rate market risk exposure to be material to its financial condition or results
of operations. The Company invests primarily in highly liquid debt instruments
with strong credit ratings and very short-term (less than 90 days) maturities.
The carrying amount of these investments approximates fair value.
All of the Company's short-term debt carries a variable rate of interest,
and, therefore, the carrying value of the short-term debt approximates fair
value. The Company's outstanding long-term debt as of December 31, 2002,
consisted of indebtedness in the amount of $980,000 with a variable rate of
interest and $1,521,000 with a fixed rate of interest which is not subject to
change based upon changes in prevailing market interest rates.
Under its current policies, the Company does not use derivative financial
instruments, derivative commodity instruments or other financial instruments to
manage its exposure to changes in interest rates, foreign currency exchange
rates, commodity prices or equity prices.
OTHER RISK FACTORS:
Political and Economic Risks
The Company's operations are exposed to the risk of political and economic
uncertainties. Changes in political and economic conditions may affect product
cost, availability, distribution, pricing, purchasing, and consumption patterns.
While the Company seeks to manage its business in consideration of these risks,
there can be no assurance that the Company will be successful in doing so.
Operating Results and Net Earnings May Not Meet Expectations
The Company cannot be sure that its operating results and net earnings will
meet its expectations. If the Company's assumptions and estimates are incorrect
or do not come to fruition, or if the Company does not achieve all of its key
goals, then the Company's actual performance could vary materially from its
expectations. The Company's operating results and net earnings may be influenced
by a number of factors, including the following:
* the introduction of new products and line extensions by the
Company or its competitors;
* the Company's ability to control its internal costs and the cost
of raw materials;
* the effectiveness of the Company's advertising, marketing and
promotional programs;
* the changes in product pricing policies by the Company or its
competitors;
* the ability of the Company to achieve business plans, including
volume and pricing plans, as a result of high levels of
competitive activity;
* the ability to maintain key customer relationships;
* the ability of major customers and other creditors to meet their
obligations as they come due;
* the ability to successfully manage regulatory, tax and legal
matters, including resolution of pending matters within current
estimates;
* the ability of the Company to attract and retain qualified
personnel;
* the costs, distraction of management, and disruption that may be
incurred due to the actions of a dissident shareholder / hedge
fund.
Regulatory Risks
The Company is subject to numerous environmental laws and regulations that
impose various environmental controls on its business operations, including
among other things, the discharge of pollutants into the air and water, the
handling, use, treatment, storage and clean-up of solid and hazardous wastes,
and the investigation and remediation of soil and groundwater affected by
hazardous substances. Such laws and regulations may otherwise relate to various
health and safety matters that impose burdens upon the Company's operations.
These laws and regulations govern actions that may have adverse environmental
effects and also require compliance with certain practices when handling and
disposing of hazardous wastes. These laws and regulations also impose strict and
joint and several liability for the costs of, and damages resulting from,
cleaning up current sites, past spills, disposal and other releases of hazardous
substances. The Company believes that its expenditures related to environmental
matters are not currently expected to have a material adverse effect on its
financial condition, results of operations or cash flows. However, the
environmental laws under which the Company operates are complicated and often
increasingly more stringent, and may be applied retroactively. Accordingly,
there can be no assurance that the Company will not be required to make
additional expenditures to remain in or to achieve compliance with environmental
laws in the future or that any such additional expenditures will not have a
material adverse effect on the Company's financial condition, results of
operations and cash flows.
Certain of the Company's products have chemical compositions that are
controlled by various state, federal and international laws and regulations. The
Company complies with these laws and regulations and seeks to anticipate
developments that could impact the Company's products. These laws and
regulations could have a material adverse effect on the Company's financial
condition, results of operations and cash flows.
Volatility in the Insurance Market
The Company evaluates its insurance coverage annually. Trends in the
insurance industry suggest that such coverage may be much more expensive, less
protective or even unavailable which could have a material adverse effect on the
Company's financial condition, results of operations and cash flows. In such a
case the Company may decide to self-insure more, thereby undertaking additional
risks.
Legal Proceedings
A stockholder of the Company has reported that it has filed a derivative
action in the Superior Court of New Jersey, Chancery Division, Essex County,
against the Company's directors, among other matters alleging breach of
fiduciary duty, an absence of disinterestedness and use of corporate control to
advance their own interests. The Company is reviewing the complaint and will
vigorously defend these matters and take all such action as it deems
appropriate. The Company is not able to estimate at this time the extent, to
which it will incur legal or other expense in connection with this proceeding.
Ronson Consumer Products:
Component Supply Risk
Ronson Consumer Products depends upon its vendors for the supply of the
primary components for its flame accessory and chemical products. Certain of
these components are subject to significant price volatility beyond the control
or influence of the Company. Petroleum products have had significant price
volatility in the past and may in the future. Rising oil prices can also impact
the Company's cost of transporting its products. The Company has historically
been successful in managing its component costs and product pricing to maintain
historical gross margins. Additionally, the Company has generally found
alternative sources of constituent chemicals for its products readily available.
As component and raw material costs are the main contribution to cost of goods
sold for all of the Company's products, any significant fluctuation in the costs
of components could also have a material impact on the gross margins realized on
the Company's products. Increases in the prices for the components could have a
material adverse effect on the Company's business, operating results, financial
position and cash flows.
Reliance on Supply Chain
Each of Ronson Consumer Products' lighter and torch products is
manufactured by a single vendor. Since there are a number of sources of similar
lighter products, the Company believes that other suppliers could provide
lighters and torches on comparable terms. The loss of any of these suppliers or
manufacturers could, however, temporarily disrupt or interrupt the production of
the Company's products.
Competition
The market for the Company's products is highly competitive and is expected
to continue to be competitive in the future. The Company's products compete both
within their own product classes as well as within product distribution
channels, competing with many other products for store placement and shelf
space. The Company is aware of many competing products, some of which sell for
lower prices; however, the Company relies on the awareness of its brands among
consumers, the value offered by those brands as perceived by consumers, and
competitive pricing as its primary competitive strategies.
These considerations as well as increased competition generally could
result in price reductions, reduced gross margins, and a loss of market share,
any of which could have a material adverse effect on the Company's business,
operating results, financial position and cash flows. In addition, many of the
Company's competitors have significantly greater financial, technical, product
development, marketing and other resources. There can be no assurance that the
Company will be able to compete successfully against current and future
competitors. Competitive pressures faced by the Company could have a material
adverse effect on its business, operating results, financial position and cash
flows.
Business Risks
With the trend toward consolidation in the retail marketplace, the
Company's customer base is shifting toward fewer, but larger, customers who
purchase in larger volumes. The loss of, or reduction in, orders from any of the
Company's most significant customers could have a material adverse effect on the
Company's business and its financial results.
Large customers also seek price reductions, added support, or promotional
concessions. To support this trend, the Company has had to expand its use of
customer and market-specific promotions and allowances, which has negatively
impacted and will continue to impact, the Company's ability to maintain existing
profit margins.
In addition, the Company is subject to changes in customer purchasing
patterns. These types of changes may result from changes in the manner in which
customers purchase and manage inventory levels, or display and promote products
within their stores. Other potential factors such as customer disputes regarding
shipments, fees, merchandise condition or related matters may also impact
operating results.
The manufacture, packaging, storage, distribution and labeling of the
Company's products and the Company's business operations all must comply with
extensive federal and state laws and regulations. It is possible that the
government will increase regulation of the transportation, storage or use of
certain chemicals, to enhance homeland security or protect the environment and
that such regulation could negatively impact raw material supply or costs.
Some of the Company's consumer products are associated in part with
tobacco. These products are also utilized for other purposes such as replacing
the match. The Company's research and development department is continuing to
develop products utilizing the Company's fuels with products not associated with
tobacco. The potential decline in smoking, however, may have a negative impact
on the Company.
Protection of Intellectual Property
The Company relies on trademark, trade secret, patent and copyright laws to
protect its most important asset, the Ronson brand name, and its other
intellectual property. The Company cannot be sure that the intellectual property
rights will be successfully asserted in the future or that they will not be
invalidated or circumvented.
Ronson Aviation:
Supply Risk
Ronson Aviation depends upon its vendors for the supply of its principal
products. Aircraft fuels are subject to significant price volatility. Ronson
Aviation has been successful in the pricing of its fuel to maintain its gross
margins. Increases in the price of the aircraft fuels could have an adverse
effect on the demand for Ronson Aviation products and aviation services, and on
its operating results, financial position and cash flows.
Ronson Aviation relies on Raytheon Aircraft Corporation as its sole
supplier of new aircraft for sale. Loss of availability of aircraft and delays
in deliveries of aircraft has had from time to time, and may in the future
temporarily have, an adverse effect on Ronson Aviation's Net Sales.
Business Risk
Ronson Aviation depends upon demand for general aviation services,
including corporate air travel and private charter. Increased security
requirements and concerns may have an adverse effect on Ronson Aviation's future
operating results, financial position and cash flows.
Item 8 - FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
--------------------------------------------
Financial statements required by this item are included in Item 15.
Item 9 - CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
----------------------------------------------------------------
FINANCIAL DISCLOSURE
--------------------
There were no disagreements with accountants in the years ended December
31, 2002, 2001 and 2000.
PART III
--------
Item 10 - DIRECTORS AND EXECUTIVE OFFICERS OF THE COMPANY, COMPLIANCE WITH
-----------------------------------------------------------------
SECTION 16(a) OF THE EXCHANGE ACT
----------------------------------
(a) Identification of directors.
The following table indicates certain information about the Company's seven
(7) directors:
Positions and Offices with
Company Presently Held (other
than that of Director);
Period Business Experience
Served Term as During Past Five Years
as Director (with Company unless
Name of Director Age Director Expires otherwise noted)
- ---------------- --- -------- ------- --------------------------------
Louis V. Aronson II 80 1952- 2005 President & Chief
Present Executive Officer; Chairman
of Executive Committee; Member
of Nominating Committee.
Robert A. Aronson 53 1993- 2004 Managing Member of
Present Independence Leather, L.L.C.,
Mountainside, NJ, the principal
business of which is the import
of leather products,1996 to
present; son of the President &
Chief Executive Officer of the
Company.
Erwin M. Ganz 73 1976- 2004 Member of Executive
Present Committee and Nominating
Committee; Consultant for the
Company, 1994 to present;
Executive Vice President
-Industrial Operations, 1975 to
1993; Chief Financial Officer,
1987 to 1993.
I. Leo Motiuk 57 1999 - 2005 Member of Audit Committee;
Present Attorney; Former partner
in Shanley Fisher, P.C.,
Attorneys at Law, Morristown,
NJ.
Gerard J. Quinnan 74 1996- 2003 Member of Audit Committee;
Present Consultant for the Company,
1990 to present; Vice
President-General Manager
of Ronson Consumer Products
Corporation, 1981 to 1990.
Justin P. Walder 67 1972- 2004 Secretary; Assistant Corporation
Present Counsel; Member of Executive
Committee and Nominating
Committee; Principal in Walder,
Hayden & Brogan, P.A., Attorneys
at Law, Roseland, NJ.
Positions and Offices with
Company Presently Held (other
than that of Director);
Period Business Experience
Served Term as During Past Five Years
as Director (with Company unless
Name of Director Age Director Expires otherwise noted)
- ---------------- --- -------- ------- --------------------------------
Saul H. Weisman 77 1978- 2003 Member of Executive
Present Committee and Audit
Committee; Retired
President, Jarett
Industries, Inc., Cedar
Knolls, NJ, the principal
business of which is the
sale of hydraulic and
pneumatic equipment to
industry, 1955 to 1997.
No director also serves as a director of another company registered under
the Securities Exchange Act of 1934.
(b) Identification of executive officers.
The following table sets forth certain information concerning the executive
officers of the Company, each of whom is serving a one-year term of office,
except Mr. Louis V. Aronson II, who is a party to an employment contract with
the Company which expires on December 31, 2004:
Positions and Offices
Period Served with Company;
Name Age as Officer Family Relationships
---- --- ---------- --------------------
Louis V. Aronson II 80 1953- President & Chief Executive
Present Officer; Chairman of Executive
Committee; Director.
Daryl K. Holcomb 52 1996- Vice President & Chief
Present Financial Officer, Controller
& Treasurer;
1993-1996 Chief Financial Officer,
Controller & Treasurer;
1988-1993 Controller & Treasurer; None.
Justin P. Walder 67 1989- Secretary;
Present
1972- Assistant Corporation
Present Counsel; Director; None.
Messrs. L.V. Aronson and Holcomb have been employed by the Company in
executive and/or professional capacities for at least the five-year period
immediately preceding the date hereof. Mr. Walder has been Assistant Corporation
Counsel and a director of the Company and a principal in Walder, Hayden &
Brogan, P.A., Attorneys at Law, for at least the five-year period immediately
preceding the date hereof.
(c) Section 16(a) Beneficial Ownership Reporting Compliance.
Under Securities and Exchange Commission ("SEC") rules, the Company is
required to review copies of beneficial ownership reports filed with the Company
which are required under Section 16(a) of the Exchange Act by officers,
directors and greater than 10% beneficial owners. Based solely on the Company's
review of forms filed with the Company, the Company believes no information is
required to be reported under this item.
Item 11 - EXECUTIVE COMPENSATION
----------------------
SUMMARY COMPENSATION TABLE
The Summary Compensation Table presents compensation information for the
years ended December 31, 2002, 2001, and 2000, for the Chief Executive Officer
and the other executive officer of the Company whose salary and bonus exceeded
$100,000.
SUMMARY COMPENSATION TABLE
--------------------------
Long-Term All
Compensa- Other
Annual Compensation tion Compen-
Name and ------------------- ----------
Principal Salary Bonus Options/ sation
Position Year ($) ($)(1) SARS(#)(2) ($)(3)
-------- ---- --- ------ ---------- ------
Louis V. Aronson II 2002 $618,822 $ -- 21,000 $16,911
President & Chief 2001 606,119 59,755 24,806 14,305
Executive Officer 2000 566,466 47,990 -- 13,150
Daryl K. Holcomb 2002 157,500 -- 10,500 3,575
Vice President & 2001 155,500 21,234 11,025 3,400
Chief Financial 2000 148,500 17,293 -- 3,266
Officer, Controller
and Treasurer
Footnotes
- ---------
(1) The compensation included in the bonus column is an incentive payment
resulting from the attainment by the Company's operating subsidiaries of certain
levels of net sales and profits before taxes. The incentive compensation,
however, earned in 2002 by Messrs. L.V. Aronson and Holcomb of $37,421 and
$12,995, respectively, was waived by them.
(2) The options included in Long-Term Compensation have been retroactively
adjusted to reflect the 5% common stock dividends declared March 14, 2002, and
March 18, 2003.
(3) In 2002 All Other Compensation included matching credits by the Company
under its Employees' Savings Plan (Mr. L.V. Aronson, $4,000; Mr. Holcomb,
$3,575) and the cost of term life insurance included in split-dollar life
insurance policies (Mr. L.V. Aronson, $12,911).
OPTION GRANTS IN LAST FISCAL YEAR
- ---------------------------------
Potential Realizable
Value of Assumed
Annual Rates of
Stock Price
Number of Percent of Appreciation for
Securities Total Options Options Term
Underlying Granted to Exercise --------------
Options Employees in Price Exp.
Name Granted Fiscal Year ($/sh) Date 5% 10%
- ---- ------- ----------- ------ ---- -- ---
L.V. Aronson II 21,000 23% $ 1.19 9/12/07 $4,009 $11,611
D.K. Holcomb 10,500 11% 1.08 9/12/07 3,142 6,942
AGGREGATED OPTION EXERCISES AND YEAR END OPTION VALUES
- ------------------------------------------------------
The following table summarizes, for each of the named executive officers,
options exercised during the year and the number of stock options unexercised at
December 31, 2002. "In-the-money" options are those where the fair market value
of the underlying securities exceeds the exercise price of the options.
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR AND FISCAL YEAR END OPTION
- --------------------------------------------------------------------------------
VALUES
- ------
Value of
Number of In-the-Money
Number of Unexercised Options Options at
Shares at FY-End (5)(6) FY-End (4)
Acquired ------------------- ------------------
on Value (1) Exercis- Unexercis- Exercis- Unexercis-
Name Exercise Realized able (2) able (3) able able
---- -------- -------- -------- -------- -------- --------
L.V. Aronson II 24,806 $ -- 8,269 21,000 $ -- $ --
D.K. Holcomb 2,100 -- 13,886 10,500 -- --
Footnotes
- ---------
(1) The value realized equals the market value of the common stock acquired on
the date of exercise minus the exercise price.
(2) The exercisable options held by the named executive officers at December 31,
2002, are exercisable at any time and expire on December 7, 2004, and July 6,
2006.
(3) The unexercisable options held by the named executive officers at December
31, 2002, are exercisable at any time after March 12, 2003, and expire on
September 12, 2007.
(4) The value of the unexercised options was determined by comparing the average
of the bid and ask prices of the Company's common stock at December 31, 2002, to
the option prices.
(5) The exercise prices of the options held at December 31, 2002, were as
follows:
Number Exercise Price
------ --------------
L.V. Aronson II 8,269 $ 2.4199
21,000 1.1913
D.K. Holcomb 4,961 2.1997
8,925 1.0920
10,500 1.0830
(6) The number of unexercised options held at December 31, 2002, has been
adjusted for the 5% common stock dividends declared March 14, 2002, and March
18, 2003.
LONG-TERM INCENTIVE PLANS
None.
COMPENSATION OF DIRECTORS
Directors who are not officers of the Company receive an annual fee of
$8,500 and, in addition, are compensated at the rate of $650 for each meeting of
the Company's Board of Directors actually attended and $400 for each meeting of
a Committee of the Company's Board of Directors actually attended. Officers
receive no compensation for their services on the Board or on any Committee.
EMPLOYMENT CONTRACTS AND TERMINATION OF EMPLOYMENT AND CHANGE-IN-CONTROL
ARRANGEMENTS
Mr. L.V. Aronson II is a party to an employment contract with the Company
dated September 21, 1978, which, as amended on July 24, 1980, July 1, 1982,
October 11, 1985, July 7, 1988, May 10, 1989, August 22, 1991, May 22, 1995,
June 11, 1997, December 17, 1998, and September 19, 2001, provides for a term
expiring December 31, 2004. The employment contract provides for the payment of
a base salary which is to be increased 7% as of January 1 of each year. It also
provides that the Company shall reimburse Mr. L.V. Aronson for expenses, provide
him with an automobile, and pay a death benefit equal to two years' salary.
Under the employment contract, Mr. L.V. Aronson's full compensation will
continue in the event of Mr. L.V. Aronson's disability for the duration of the
agreement or one full year, whichever is later. The employment contract also
provides that if, following a Change in Control (as defined in the employment
contract), Mr. L.V. Aronson's employment with the Company terminated under
prescribed circumstances as set forth in the employment contract, the Company
will pay Mr. L.V. Aronson a lump sum equal to the base salary (including the
required increases in base salary) for the remaining term of the employment
contract. Mr. L.V. Aronson waived a 7% salary increase due January 1, 2003,
under the terms of the contract. In addition, in February 2002 Mr. L.V. Aronson
offered and accepted a 5% reduction in his base salary provided for by the terms
of his employment contract. Previously, Mr. L.V. Aronson had offered and
accepted other reductions in his base salary provided by the terms of his
employment contract. During 1990 Mr. L.V. Aronson offered and accepted a 5%
reduction in his base salary provided for by the terms of his employment
contract, and, in addition, waived a 7% salary increase due January 1, 1991,
under the terms of the contract. During 1992 Mr. L.V. Aronson offered and
accepted a 7% reduction in his base salary. Effective September 1, 1993, Mr.
L.V. Aronson offered and accepted a further 5% reduction in his base salary.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
The Board of the Company, as a whole, provides overall guidance of the
Company's executive compensation program. All members of the Board participate
in the review and approval of each of the components of the Company's executive
compensation program described below, except that no director who is also a
Company employee participates in the review and approval of his compensation.
Directors of the Company who are also current employees of the Company are
Messrs. L.V. Aronson and Walder. Directors of the Company who are also former
employees of the Company are Messrs. R.A. Aronson, whose employment with the
Company ceased in 1987, Ganz, who retired from the Company in 1993, and Quinnan,
who retired from Ronson Consumer Products in 1990. Mr. Ganz has a consulting
agreement with the Company for the period ending December 31, 2004, which is
cancelable at any time by either party with 180 days notice and provides
compensation at the annual rate of $87,500, plus participation in the Company's
health and life insurance plans and the use of an automobile. In the year ended
December 31, 2002, Mr. Ganz was compensated $87,500 for his services. Mr.
Quinnan has a consulting agreement with the Company for the period ending
December 31, 2003, which is cancelable at any time by either party with 60 days
notice. The agreement provides that Mr. Quinnan perform consulting services for
the Company and Ronson Consumer Products at a specified daily rate. In 2002 Mr.
Quinnan was compensated $40,800 for his services and was provided the use of an
automobile.
During the year ended December 31, 2002, the Company and Ronson Consumer
Products were provided printing services by Michael Graphics, Inc., a New Jersey
corporation, amounting to $81,933. A greater than 10% shareholder of Michael
Graphics, Inc. is the son-in-law of the Company's president.
During the year ended December 31, 2002, the Company, Ronson Consumer
Products, Ronson Aviation and Prometcor retained the firm of Walder, Hayden &
Brogan, P.A., Attorneys at Law, to perform legal services. Justin P. Walder, a
principal in that firm, is a director and officer of the Company.
REPORT ON EXECUTIVE COMPENSATION
As stated above, the Board, as a whole, provides overall guidance of the
Company's executive compensation program. The program covers the named executive
officers, all other executive officers and other key employees. The program has
three principal components: base salary, annual cash incentives under the
Company's Management Incentive Plan ("MIP"), and stock options under the
Company's Incentive Stock Option Plans ("ISO Plans"). Mr. L.V. Aronson's base
salary is determined by the terms of his employment contract discussed above,
except for the reductions which have been offered and accepted from time to time
by Mr. L.V. Aronson. The amendments, also detailed above, to Mr. L.V. Aronson's
employment contract and the reductions offered and accepted from time to time by
Mr. L.V. Aronson have been reviewed and approved by the Board. The Board also
reviews and approves the salaries of all of the other executive officers. Prior
to the beginning of the fiscal year, the Board reviews and approves which
employees participate in the Company's MIP and the criteria which will determine
the cash awards under the plan to the participants after the close of the fiscal
year. The Board also reviews and approves all awards under the Company's ISO
Plans.
The base salaries are intended to meet the requirements of the employment
contract in effect for Mr. L.V. Aronson and to fairly compensate all the
officers of the Company for the effective exercise of their responsibilities,
their management of the business functions for which they are responsible, their
extended period of service to the Company and their dedication and diligence in
carrying out their responsibilities for the Company and its subsidiaries. In
2002 and prior years, increases have been granted to Mr. L.V. Aronson in
accordance with terms of the employment contract, except for the above mentioned
salary reductions offered and accepted from time to time by him. In 2001 and
prior years, the Board, after review, has approved increases to the other
executive officers.
The Company's MIP is based on the financial performance of the Company's
subsidiaries and is adopted annually, after review, for the ensuing year by the
Board. Each year the Board sets the formula for determining incentive
compensation under the MIP for the Company and each subsidiary based upon (1)
the amount net sales exceed thresholds established by the Board and (2) pretax
profits as a percent of net sales. The Board determines who of the Company's and
its subsidiaries' key employees are eligible to participate in the MIP and what
each employee's level of participation may be. The thresholds set by the Board
must be met by the end of the fiscal year in order for each eligible employee to
receive an award under the MIP for that year.
The stock options granted under the Company's ISO Plans are designed to
create a proprietary interest in the Company among its executive officers and
other key employees and reward these executive officers and other key employees
directly for appreciation in the long-term price of the Company's Common Stock.
The ISO Plans directly link the compensation of executive officers and other key
employees to gains by the stockholders and encourages the executive officers,
directors, and other key employees to adopt a strong stockholder orientation in
their work. In 2002, 91,350 options (adjusted for the 5% common stock dividends
declared on March 14, 2002, and March 18, 2003) were granted to key employees
and directors of the Company.
The above report is presented by the Board of Directors:
Louis V. Aronson II Gerard J. Quinnan
Robert A. Aronson Justin P. Walder
Erwin M. Ganz Saul H. Weisman
I. Leo Motiuk
PERFORMANCE GRAPH
The following table compares the yearly percentage change in the cumulative
total stockholder returns on the Company's Common Stock during the five fiscal
years ended December 31, 2002, with the cumulative total returns of the NASDAQ
Stock Market (U.S. Companies) Index and the Russell 2000 Index.
COMPARISON OF FIVE-YEAR CUMULATIVE TOTAL RETURNS
AMONG THE COMPANY, NASDAQ STOCK MARKET INDEX
AND RUSSELL 2000 INDEX
TABLE OF VALUES
Value as of December 31,
1997 1998 1999 2000 2001 2002
---- ---- ---- ---- ---- ----
Ronson Corporation $ 100.00 $ 121.95 $ 85.97 $ 48.78 $ 70.24 $ 42.72
NASDAQ Stock Market
Index 100.00 140.99 261.48 157.42 124.89 86.34
Russell 2000 Index 100.00 97.45 118.17 114.60 117.45 93.39
This comparison assumes that $100 was invested in the Company's Common
Stock on December 31, 1997, in the NASDAQ Stock Market (U.S. Companies) Index
and in the Russell 2000 Index, and that dividends are reinvested.
The Company has determined that it is not possible to identify a published
industry or line-of-business index or a peer group of companies since the
Company has two distinct lines of business. The Company has selected the Russell
2000 Index since it is composed of companies with small capitalizations.
Item 12 - SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
---------------------------------------------------------------
(a) Security ownership of certain beneficial owners.
Set forth below are the persons who, to the best of management's knowledge,
own beneficially more than five percent of any class of the Company's voting
securities, together with the number of shares so owned and the percentage which
such number constitutes of the total number of shares of such class presently
outstanding:
Name and Address
of Beneficial Title of Beneficially Percent of
Owner Class Owned Class
------------------------------- ----- ----- -----
Louis V. Aronson II Common 1,064,360(1)(2) 27.5% (1)(2)
Campus Drive
P.O. Box 6707
Somerset, New Jersey 08875
Carl W. Dinger III Common 456,067 (3) 11.9% (3)
55 Loantaka Lane North
Morristown, New Jersey 07960
Steel Partners II, L.P. Common 378,417 (4) 9.9% (4)
750 Lexington Avenue
27th Floor
New York, New York 10022
Howard M. Lorber Common 296,947 (5) 7.7%(5)
70 East Sunrise Highway
Valley Stream, New York 11581
(1) Includes 29,269 shares of common stock issuable to Mr L.V. Aronson upon
exercise of stock options held by Mr. L.V. Aronson under the Ronson
Corporation 1996 and 2001 Incentive Stock Option Plans.
(2) The Ronson Corporation Retirement Plan ("Retirement Plan") is the
beneficial owner of 188,858 common shares. The shares held by the
Retirement Plan are voted by the Retirement Plan's trustees, Messrs. L.V.
Aronson and Ganz. If the shares held by the Retirement Plan were included
in Mr. L.V. Aronson's beneficial ownership, Mr. L.V. Aronson's beneficial
ownership would be 1,253,218 shares, or 32.4% of the class. If the shares
held by the Retirement Plan were included in Mr. Ganz's beneficial
ownership, Mr. Ganz's beneficial ownership would be 230,253 shares, or 6.0%
of the class. The Retirement Plan's holdings were reported in 1988 on
Schedule 13G, as amended September 22, 1997, adjusted for the 5% common
stock dividends declared March 14, 2002, and March 18, 2003.
(3) 456,067 shares of common stock owned directly, adjusted for the 5% common
stock dividends declared March 14, 2002, and March 18, 2003. This
information was provided to the Company by Mr. Dinger. Mr. Dinger has
provided the Company's Board of Directors an irrevocable proxy to vote
these shares. (Refer to "Transactions with Management and Others" in Item
13 below.)
(4) 378,417 shares of common stock and 1,213 shares of common stock issuable
upon conversion of 1,100 shares of 12% cumulative convertible preferred
stock owned by Steel Partners II, L.P. Steel Partners, L.L.C., the general
partner of Steel Partners II, L.P., and Mr. Warren G. Lichtenstein, the
sole executive officer and managing member of Steel Partners, L.L.C., are
also beneficial owners of the shares. This information was obtained from a
Schedule 13D/A filed with the SEC on June 25, 2002, by Steel Partners II,
L.P., and Mr. Lichtenstein, adjusted for the 5% common stock dividends
declared March 14, 2002, and March 18, 2003.
(5) 296,947 shares of common stock owned directly by Mr. Lorber. This
information was obtained from a Schedule 13D filed with the SEC on January
27, 2000, by Mr. Lorber, adjusted for the 5% common stock dividends
declared March 14, 2002, and March 18, 2003.
(b) Security ownership of management.
The following table shows the number of shares of common stock beneficially
owned by each director, each named executive officer, and by all directors and
officers as a group as of March 19, 2003, and the percentage of the total shares
of common stock outstanding on March 19, 2003, owned by each individual and by
the group shown in the table. Individuals have sole voting and investment power
over the stock shown unless otherwise indicated in the footnotes:
Name of Individual or Amount and Nature of Percent of
Identity of Group Beneficial Ownership(2) Class
--------------------- ----------------------- ----------
Louis V. Aronson II 1,064,360 (3) 27.5%
Robert A. Aronson 12,961 (1)
Erwin M. Ganz 41,395 (3) 1.1%
I. Leo Motiuk 8,006 (1)
Gerard J. Quinnan 9,109 (1)
Justin P. Walder 63,003 1.6%
Saul H. Weisman 22,166 (1)
Daryl K. Holcomb 52,141 1.4%
All directors and
officers as a group
(nine (9) individuals
including those named
above) 1,274,464 32.4%
(1) Shares owned beneficially are less than 1% of total shares
outstanding.
(2) Shares listed as owned beneficially include 92,610 shares subject to
option under the Ronson Corporation 1996 and 2001 Incentive Stock
Option Plans as follows:
Number of Common Shares
Under Option
-----------------------
Louis V. Aronson II 29,269
Robert A. Aronson 5,250
Erwin M. Ganz 7,875
I. Leo Motiuk 5,250
Gerard J. Quinnan 5,250
Justin P. Walder 10,080
Saul H. Weisman 5,250
Daryl K. Holcomb 24,386
All directors and officers
as a group (nine (9)
individuals including
those named above) 92,610
(3) Does not include 188,858 shares of issued common stock owned by the
Retirement Plan. The shares held by the Retirement Plan are voted by
the Retirement Plan's trustees, Messrs. L.V. Aronson and Ganz. If the
shares held by the Retirement Plan were included in Mr. L.V. Aronson's
beneficial ownership, Mr. L.V. Aronson's beneficial ownership would be
1,253,218 shares, or 32.4% of the class. If the shares held by the
Retirement Plan were included in Mr. Ganz's beneficial ownership, Mr.
Ganz's beneficial ownership would be 230,253 shares, or 6.0% of the
class.
(c) Changes in control.
The Company knows of no contractual arrangements which may operate at a
subsequent date to result in a change in control of the Company.
(d) Securities authorized for issuance under equity compensation plans.
Equity Compensation Plan Information
- --------------------------------------------------------------------------------
Number of Securities
Remaining Available
For Future Issuance
Number of Securities under Equity
to Be Issued upon Weighted-average Compensation Plans
Exercise of Exercise Price of (excluding Securities
Outstanding Options, Outstanding Options, Reflected in Column
Plan category Warrants and Rights Warrants and Rights (a))
- --------------------------------------------------------------------------------
(a) (b) (c)
- --------------------------------------------------------------------------------
Equity compensation
plans approved by
security holders 152,368 $ 1.30 63,275
Equity compensation
plans not approved
by security holders None N/A None
Total 152,368 $ 1.30 63,275
Item 13 - CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
----------------------------------------------
(a) Transactions with management and others.
In October 1998 the Company entered into a consulting agreement with Mr.
Carl W. Dinger III, a greater than 5% shareholder of the Company. The agreement
provided that Mr. Dinger perform certain consulting services for the Company for
a period of 18 months expiring on April 7, 2000. On March 6, 2000, the Company
and Mr. Dinger entered into a new consulting agreement effective upon the
expiration date of the original agreement. The new agreement provides that Mr.
Dinger continue to perform consulting services for the Company for a period of
48 months at a fee of $7,000 per month. During the year ended December 31, 2002,
Mr. Dinger was compensated $84,000 under the agreement.
In October 1998 Mr. Dinger granted an option to the Company to purchase the
205,248 shares of the Company's common stock held by Mr. Dinger. The option was
for a period of 18 months expiring on April 7, 2000, and the exercise price of
the option was $5.25 per share. On March 6, 2000, Mr. Dinger granted a new
option to the Company, to purchase the 456,067 shares of the Company's common
stock now held by Mr. Dinger. The option is for a period of 48 months. The
exercise price of the option is $5.25 per share for the first two years, and the
option price in the second two-year period is $7.50 per share. The cost of the
option is $4,000 per month for the period of the option or until exercised. As
part of the new option agreement, Mr. Dinger has granted the Board of Directors
of the Company an irrevocable proxy to vote the optioned shares during the term
of the option. In March 2000 Mr. Dinger purchased 250,819 shares of newly issued
restricted common stock of the Company at a price of $2.26 per share. The
Company expended $48,000 for the option during the year ended December 31, 2002.
Refer to Item 11 above for additional information regarding this item.
(b) Certain business relationships.
Refer to Item 11 above for information regarding this item.
(c) Indebtedness of management.
None.
(d) Transactions with promoters.
Not applicable.
Item 14 - CONTROLS AND PROCEDURES
-----------------------
(a) Based on their evaluation as of a date within 90 days of the filing
date of this Annual Report on Form 10-K, the Company's Chief Executive Officer
("CEO") and Chief Financial Officer ("CFO") have concluded that the Company's
disclosure controls and procedures (as defined in Rules 13a-14(c) and 15d-14(c)
under the Exchange Act) are effective to ensure that information required to be
disclosed by the Company, including its consolidated subsidiaries, in reports
that it files or submits under the Exchange Act are recorded, processed,
summarized and reported within the time periods specified in Securities and
Exchange Commission rules and forms.
The Company's management, including the CEO and CFO, does not expect that
our Disclosure Controls will prevent all errors and all fraud. A control system,
no matter how well conceived and operated, can provide only reasonable, not
absolute, assurance that the objectives of the control system are met. Further,
the design of a control system must reflect the fact that there are resource
constraints, and the benefits of controls must be considered relative to their
costs. Because of the inherent limitations in all control systems, no evaluation
of controls can provide absolute assurance that all control issues and instances
of fraud, if any, within the Company have been detected. These inherent
limitations include the realities that judgments in decision-making can be
faulty, and that breakdowns can occur because of simple error or mistake. The
design of any system of controls also is based in part upon certain assumptions
about the likelihood of future events, and there can be no assurance that any
design will succeed in achieving its stated goals under all potential future
conditions.
(b) There were no significant changes in the Company's internal controls or
in other factors that could significantly affect these controls subsequent to
the date of their evaluation, including any corrective actions with regard to
significant deficiencies and material weaknesses.
PART IV
-------
Item 15 - EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K
----------------------------------------------------------------
(a) (1) and (2) - The response to this portion of Item 15 is submitted as a
separate section of this report.
(3) Listing of exhibits, as applicable:
(3) Articles of incorporation are incorporated herein by reference. The
By-Laws of the Company were amended on March 5, 1997, to include a new Section 9
of Article I, Nomination for Board of Directors. The amended By-Laws were filed
as Exhibit 3 with the 1996 Form 10-K and are incorporated herein by reference.
Reference is made to Company's Form S-2 filed on September 18, 1987, and
incorporated herein by reference.
Reference is made to Company's Form S-2 filed on April 8, 1988, and
incorporated herein by reference.
(10) Material contracts.
On January 6, 1995, RCPC entered into an agreement with Summit Business
Capital Corp., doing business as Fleet Capital, ("Fleet") for a Revolving Loan
and a Term Loan. On March 6, 1997, the Revolving Loan was amended and extended
to June 30, 2000. On May 13, 1999, the Revolving Loan was further extended to
June 30, 2002. On June 30, 2002, the Revolving Loan was amended and further
extended to June 30, 2005. The 1995 agreements were attached to the Company's
1994 Form 10-K as Exhibits 10(a)-10(f). The March 1997 amendments to the
Revolving Loan were attached to the Company's 1996 Form 10-K as Exhibits
10(a)-10(c). A July 1997 amendment was attached to the Company's September 30,
1997, Form 10-Q as Exhibit 10(g). The May 1999 amendment was attached to the
Company's June 30, 1999, Form 10-Q as Exhibits 10(a) and 10(f). The June 2002
amendment was attached to the Company's June 30, 2002, Form 10-Q as Exhibits
10(a)-10(d).
On December 1, 1995, the Company and RCPC entered into a mortgage loan
agreement with Fleet. The agreement and note were attached to the Company's 1995
Form 10-K as Exhibits 10(a) and 10(b). On May 13, 1999, the Company and RCPC
refinanced the existing mortgage. The new mortgage loan was attached to the
Company's June 30, 1999, Form 10-Q as Exhibits 10(b)-10(e).
On August 28, 1997, Ronson Aviation entered into an agreement with Fleet
for a Revolving Loan and a Term Loan. On May 13, 1999, Ronson Aviation and Fleet
extended the Revolving Loan and Term Loan to June 30, 2002. On June 30, 2002,
the Revolving Loan and Term Loan were further extended to June 30, 2005. The
Revolving Loan and Term Loan agreements were attached to the Company's September
30, 1997, Form 10-Q as Exhibits 10(a)-10(f). The May 1999 amendment agreements
were attached to the Company's June 30, 1999, Form 10-Q as Exhibits 10(g)-10(k).
The June 2002 amendment agreements were attached to the Company's June 30, 2002,
Form 10-Q as Exhibits 10(e)-10(i).
For further information on the Company's loan agreements, reference is made
to Notes 4 and 5 of the Notes to Consolidated Financial Statements contained in
the Company's financial statements for the year ended December 31, 2002, filed
with this report pursuant to Item 7, which is incorporated herein by reference.
The Company is a party to an employment contract with Mr. Louis V. Aronson
II dated December 21, 1978, as amended July 24, 1980, July 1, 1982, October 11,
1985, July 7, 1988, May 10, 1989, August 22, 1991, May 22, 1995, June 11, 1997,
December 17, 1998, and September 19, 2001. This contract is incorporated herein
by reference as filed as Exhibit 10.16 to Registration Statement No. 33-13696 on
Form S-2 dated September 18, 1987. The amendment dated September 19, 2001, was
attached to the Company's Form 8-K filed on October 23, 2001, as Exhibit 10.
(20) Other documents or statements to security holders.
The Ronson Corporation Notice of Meeting of Stockholders held on September
12, 2002, and Proxy Statement was filed on August 13, 2002, and is incorporated
herein by reference.
(21) Subsidiaries of the Company.
The Company is the owner of 100% of the voting power of the following
subsidiaries, each of which is included in the consolidated financial statements
of the Company:
Wholly Owned Subsidiary State or Other Jurisdiction
and Business Name of Incorporation or Organization
----------------- --------------------------------
Domestic
- --------
Ronson Consumer Products Corporation New Jersey
Ronson Aviation, Inc. New Jersey
Prometcor, Inc. (formerly known as New Jersey
Ronson Metals Corporation)
Foreign
- -------
Ronson Corporation of Canada Ltd. Canada
The Company also holds 100% of the voting power of four additional
subsidiaries which are included in its consolidated financial statements and
which, if considered in the aggregate as a single subsidiary, would not
constitute a significant subsidiary.
(23) Consent of experts and counsel attached hereto as Exhibit 23(a).
(99) Additional exhibits.
(a) Certification of Louis V. Aronson II, the Principal Executive
Officer of the Company, and Daryl K. Holcomb, the Principal Financial
Officer of the Company, pursuant to 18 U.S.C. Section 1350, as adopted
pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
(b) Reports on Form 8-K filed.
On March 28, 2003, the Company filed a report on Form 8-K with the
Securities and Exchange Commission providing information in response to
Item 5 of such report. No financial statements or pro forma financial
information were included in the report.
SIGNATURES
----------
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Company has duly caused this Report to be signed on
its behalf by the undersigned, thereunto duly authorized.
RONSON CORPORATION
Dated: March 31, 2003 By: /s/Louis V. Aronson II
------------------------------------
Louis V. Aronson II, President &
Chief Executive Officer and Director
Dated: March 31, 2003 By: /s/Daryl K. Holcomb
-------------------------------------------
Daryl K. Holcomb, Vice President & Chief
Financial Officer, Controller and Treasurer
Dated: March 31, 2003 By: /s/Justin P. Walder
--------------------------------
Justin P. Walder, Secretary and
Director
Dated: March 31, 2003 By: /s/Robert A. Aronson
----------------------------
Robert A. Aronson, Director
Dated: March 31, 2003 By: /s/Erwin M. Ganz
-----------------------
Erwin M. Ganz, Director
Dated: March 31, 2003 By: /s/ I. Leo Motiuk
-----------------------
I. Leo Motiuk, Director
Dated: March 31, 2003 By: /s/Gerard J. Quinnan
---------------------------
Gerard J. Quinnan, Director
Dated: March 31, 2003 By: /s/Saul H. Weisman
--------------------------
Saul H. Weisman, Director
CERTIFICATION
I, Louis V. Aronson II, certify that:
1. I have reviewed this annual report on Form 10-K of Ronson Corporation;
2. Based on my knowledge, this annual report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to
make the statements made, in light of the circumstances under which such
statements were made, not misleading with respect to the period covered by
this annual report;
3. Based on my knowledge, the financial statements, and other financial
information included in this annual report fairly present in all material
respects the financial condition, results of operations, and cash flows of
the registrant as of, and for, the periods presented in this annual report;
4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined
in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:
a. Designed such disclosure controls and procedures to ensure that
material information relating to the registrant, including its
consolidated subsidiaries, is made known to us by others within those
entities, particularly during the period in which this annual report
is being prepared;
b. Evaluated the effectiveness of the registrant's disclosure controls
and procedures as of a date within 90 days prior to the filing date of
this annual report (the "Evaluation Date"); and
c. Presented in this annual report our conclusions about the
effectiveness of the disclosure controls and procedures based on our
evaluation as of the Evaluation Date;
5. The registrant's other certifying officers and I have disclosed, based on
our most recent evaluation, to the registrant's auditors and the audit
committee of registrant's board of directors (or persons performing the
equivalent function):
a. All significant deficiencies in the design or operation of internal
controls which could adversely affect the registrant's ability to
record, process, summarize and report financial data and have
identified for the registrant's auditors any material weaknesses in
internal controls; and
b. Any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal
controls; and
6. The registrant's other certifying officers and I have indicated in this
annual report whether or not there were significant changes in internal
controls or in other factors that could significantly affect internal
controls subsequent to the date of our most recent evaluation, including
any corrective actions with regard to significant deficiencies and material
weaknesses.
Date: March 31, 2003 /s/Louis V. Aronson II
--------------------------
Louis V. Aronson II
President and C.E.O.
CERTIFICATION
I, Daryl K. Holcomb, certify that:
1. I have reviewed this annual report on Form 10-K of Ronson Corporation;
2. Based on my knowledge, this annual report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to
make the statements made, in light of the circumstances under which such
statements were made, not misleading with respect to the period covered by
this annual report;
3. Based on my knowledge, the financial statements, and other financial
information included in this annual report fairly present in all material
respects the financial condition, results of operations, and cash flows of
the registrant as of, and for, the periods presented in this annual report;
4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined
in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:
a. Designed such disclosure controls and procedures to ensure that
material information relating to the registrant, including its
consolidated subsidiaries, is made known to us by others within those
entities, particularly during the period in which this annual report
is being prepared;
b. Evaluated the effectiveness of the registrant's disclosure controls
and procedures as of a date within 90 days prior to the filing date of
this annual report (the "Evaluation Date"); and
c. Presented in this annual report our conclusions about the
effectiveness of the disclosure controls and procedures based on our
evaluation as of the Evaluation Date;
5. The registrant's other certifying officers and I have disclosed, based on
our most recent evaluation, to the registrant's auditors and the audit
committee of registrant's board of directors (or persons performing the
equivalent function):
a. All significant deficiencies in the design or operation of internal
controls which could adversely affect the registrant's ability to
record, process, summarize and report financial data and have
identified for the registrant's auditors any material weaknesses in
internal controls; and
b. Any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal
controls; and
6. The registrant's other certifying officers and I have indicated in this
annual report whether or not there were significant changes in internal
controls or in other factors that could significantly affect internal
controls subsequent to the date of our most recent evaluation, including
any corrective actions with regard to significant deficiencies and material
weaknesses.
Date: March 31, 2003 /s/Daryl K. Holcomb
--------------------------
Daryl K. Holcomb
Vice President and C.F.O.
ANNUAL REPORT ON FORM 10-K
ITEM 8
FINANCIAL STATEMENTS
YEAR ENDED DECEMBER 31, 2002
RONSON CORPORATION
SOMERSET, NEW JERSEY
RONSON CORPORATION FIVE-YEAR SELECTED FINANCIAL DATA
- ----------------------------------------------------
Dollars in thousands (except per share data)
2002 2001 2000 1999 1998
---- ---- ---- ---- ----
Net sales 23,601 28,705 27,759 24,426 23,046
Earnings from continuing
operations 42 531 434 292 660
Total assets 12,888 12,627 15,192 16,728 14,736
Long-term obligations 4,321 4,460 4,681 3,701 3,895
Per common share (1,2):
Earnings from continuing
operations:
Basic 0.01 0.14 0.11 0.08 0.19
Diluted 0.01 0.14 0.11 0.08 0.19
(1) Basic Net Earnings per Common Share provides for quarterly cumulative
preferred dividends with no conversion of preferred shares to common
shares. Diluted Net Earnings per Common Share assumes no provision for the
quarterly cumulative preferred dividends with full conversion of all
preferred shares to common shares and includes the dilutive effect of
outstanding stock options. The assumed conversion of preferred to common
and the stock options were anti-dilutive for the years ended December 31,
2002, 2001, 2000 and 1999, and, therefore, were excluded from the
computation of Diluted Net Earnings Per Common Share for those years.
(2) A 5% stock dividend on the Company's outstanding common stock was declared
on March 14, 2002, payable on April 15, 2002. Additionally, a 5% stock
dividend on the Company's outstanding common stock was declared on March
18, 2003, payable on April 15, 2003. No other dividends on common stock
were declared or paid during the five years ended December 31, 2002.
RONSON CORPORATION AND ITS WHOLLY OWNED SUBSIDIARIES LIST OF FINANCIAL
STATEMENTS
The following consolidated financial statements of Ronson Corporation and
its wholly owned subsidiaries are included in Item 8:
Consolidated Balance Sheets - December 31, 2002 and 2001
Consolidated Statements of Earnings - Years Ended
December 31, 2002, 2001 and 2000
Consolidated Statements of Changes in Stockholders' Equity -
Years Ended December 31, 2002, 2001 and 2000
Consolidated Statements of Cash Flows - Years Ended
December 31, 2002, 2001 and 2000
Notes to Consolidated Financial Statements
INDEPENDENT AUDITORS' REPORT
The Board of Directors and Stockholders
Ronson Corporation
We have audited the accompanying consolidated balance sheets of Ronson
Corporation and subsidiaries as of December 31, 2002 and 2001, and the
related consolidated statements of earnings, changes in stockholders'
equity and cash flows for each of the years in the three-year period ended
December 31, 2002. These financial statements are the responsibility of the
Company's management. Our responsibility is to express an opinion on these
financial statements based on our audits.
We conducted our audits in accordance with auditing standards generally
accepted in the United States of America. Those standards require that we
plan and perform the audits to obtain reasonable assurance about whether
the financial statements are free of material misstatement. An audit
includes examining, on a test basis, evidence supporting the amounts and
disclosures in the financial statements. An audit also includes assessing
the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement
presentation. We believe that our audits provide a reasonable basis for our
opinion.
In our opinion, the financial statements referred to above present fairly,
in all material respects, the consolidated financial position of Ronson
Corporation and subsidiaries as of December 31, 2002 and 2001, and the
consolidated results of their operations and cash flows for each of the
years in the three-year period ended December 31, 2002 in conformity with
accounting principles generally accepted in the United States of America.
DEMETRIUS & COMPANY, L.L.C.
Wayne, New Jersey
February 27, 2003, except for Note 16,
which is dated March 26, 2003
RONSON CORPORATION AND ITS WHOLLY OWNED SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
- ---------------------------
Dollars in thousands
ASSETS
------
December 31,
------------
2002 2001
---- ----
CURRENT ASSETS:
Cash and cash equivalents ..................................... $ 312 $ 689
Accounts receivable, less allowances for doubtful accounts
of : 2002, $56 and 2001, $69 ............................... 1,754 1,723
Inventories:
Finished goods ............................................. 1,874 1,422
Work in process ............................................ 103 55
Raw materials .............................................. 360 361
------- -------
2,337 1,838
Other current assets .......................................... 935 953
Current assets of discontinued operations ..................... 214 325
------- -------
TOTAL CURRENT ASSETS ................................ 5,552 5,528
PROPERTY, PLANT AND EQUIPMENT:
Land .......................................................... 19 19
Buildings and improvements .................................... 4,740 4,648
Machinery and equipment ....................................... 6,938 6,075
Construction in progress ...................................... 28 114
------- -------
11,725 10,856
Less accumulated depreciation and amortization ................ 7,435 6,763
------- -------
4,290 4,093
OTHER ASSETS .................................................. 1,848 1,548
OTHER ASSETS OF DISCONTINUED OPERATIONS ....................... 1,198 1,458
------- -------
$12,888 $12,627
======= =======
See notes to consolidated financial statements.
RONSON CORPORATION AND ITS WHOLLY OWNED SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
- --------------------------
Dollars in thousands (except share data)
LIABILITIES AND STOCKHOLDERS' EQUITY
------------------------------------
December 31,
------------
2002 2001
---- ----
CURRENT LIABILITIES:
Short-term debt ................................................ $ 1,654 $ 858
Current portion of long-term debt .............................. 282 347
Current portion of lease obligations ........................... 35 30
Accounts payable ............................................... 1,629 1,593
Accrued expenses ............................................... 2,155 1,940
Current liabilities of discontinued operations ................. 354 527
--------- ---------
TOTAL CURRENT LIABILITIES 6,109 5,295
LONG-TERM DEBT ................................................. 2,219 2,656
LONG-TERM LEASE OBLIGATIONS .................................... 54 74
PENSION OBLIGATIONS ............................................ 1,792 1,495
OTHER LONG-TERM LIABILITIES .................................... 64 29
LONG-TERM LIABILITIES OF DISCONTINUED OPERATIONS ............... 192 206
COMMITMENTS AND CONTINGENCIES
STOCKHOLDERS' EQUITY:
Preferred stock, no par value, authorized 5,000,000 shares:
12% cumulative convertible, $0.01 stated value;
outstanding, 2002 and 2001, 34,875 (liquidation preference,
$61 in aggregate) ........................................... -- --
Common stock, par value $1
2002 2001
---- ----
Authorized shares ............ 11,848,106 11,848,106
Reserved shares .............. 187,243 128,312
Issued (including treasury) .. 3,911,959 3,879,540 3,912 3,880
Additional paid-in capital ..................................... 29,250 29,291
Accumulated deficit ............................................ (26,966) (27,101)
Accumulated other comprehensive loss ........................... (2,141) (1,602)
-------- --------
4,055 4,468
Less cost of treasury shares:
2002, 69,790 and 2001, 69,811 .............................. 1,597 1,596
-------- --------
TOTAL STOCKHOLDERS' EQUITY 2,458 2,872
-------- --------
$ 12,888 $ 12,627
======== =========
See notes to consolidated financial statements.
RONSON CORPORATION AND ITS WHOLLY OWNED SUBSIDIARIES
CONSOLIDATED STATEMENTS OF EARNINGS
- -----------------------------------
Dollars in thousands (except per share data)
Year Ended December 31,
-----------------------
2002 2001 2000
---- ---- ----
NET SALES $23,601 $28,705 $27,759
------- ------- -------
Cost and expenses:
Cost of sales .................................... 14,874 18,850 18,073
Selling, shipping and advertising ................ 3,304 3,430 3,666
General and administrative ....................... 4,153 4,198 3,779
Depreciation and amortization .................... 671 726 683
------- ------- -------
23,002 27,204 26,201
------- ------- -------
EARNINGS FROM CONTINUING OPERATIONS
BEFORE INTEREST AND OTHER ITEMS .................. 599 1,501 1,558
------- ------- -------
Other expense:
Interest expense ................................. 354 533 729
Other-net ........................................ 133 112 151
------- ------- -------
487 645 880
------- ------- -------
EARNINGS FROM CONTINUING OPERATIONS
BEFORE INCOME TAXES .............................. 112 856 678
Income tax provisions ................................ 70 325 244
------- ------- -------
EARNINGS FROM CONTINUING OPERATIONS .................. 42 531 434
Earnings from discontinued operations (net of tax
provision of $115) ............................... 170 -- --
------- ------- -------
NET EARNINGS ......................................... $ 212 $ 531 $ 434
======= ======= =======
NET EARNINGS PER COMMON SHARE:
Basic:
Earnings from continuing operations .............. $ 0.01 $ 0.14 $ 0.11
Earnings from discontinued operations ............ 0.04 -- --
------- ------- -------
Net earnings ..................................... $ 0.05 $ 0.14 $ 0.11
======= ======= =======
Diluted:
Earnings from continuing operations .............. $ 0.01 $ 0.14 $ 0.11
Earnings from discontinued operations ............ 0.04 -- --
------- ------- -------
Net earnings ..................................... $ 0.05 $ 0.14 $ 0.11
======= ======= =======
See notes to consolidated financial statements.
RONSON CORPORATION AND ITS WHOLLY OWNED SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY
- ----------------------------------------------------------
For the Years Ended December 31, 2002, 2001 and 2000
Dollars in thousands
12% Cumulative Additional
Convertible Common Paid-in Accumulated
Preferred Stock Stock Capital Deficit
--------------- ----------- ----------- -----------
Balance at December 31, 1999 .......... $ -- $ 3,593 $ 29,038 $ (28,066)
----------- ----------- ----------- -----------
Net earnings - 2000 ................... 434
Translation adjustment, net of tax ....
Pensions, net of tax ..................
Other comprehensive loss ..............
Comprehensive loss ....................
Shares issued for:
Sale of restricted stock ........... 251 318
Stock options exercised ............ 6 1
Other .............................. 28 37
Stock option purchased ................ (53)
Treasury shares .......................
----------- ----------- ----------- -----------
Balance at December 31, 2000 .......... -- 3,878 29,341 (27,632)
----------- ----------- ----------- -----------
Net earnings - 2001 ................... 531
Translation adjustment, net of tax ....
Pensions, net of tax ..................
Other comprehensive loss ..............
Comprehensive income ..................
Conversion ............................ -- 2 (2)
Stock option purchased ................ (48)
----------- ----------- ----------- -----------
Balance at December 31, 2001 .......... -- 3,880 29,291 (27,101)
----------- ----------- ----------- -----------
Net earnings - 2002 ................... 212
Dividends ............................. (77)
Translation adjustment, net of tax ....
Pensions, net of tax ..................
Other comprehensive loss ..............
Comprehensive loss ....................
Shares issued for:
Stock options exercised ............ 32 7
Stock option purchased ................ (48)
Treasury shares .......................
----------- ----------- ----------- -----------
Balance at December 31, 2002 .......... $ -- $ 3,912 $ 29,250 $ (26,966)
=========== =========== =========== ===========
Accumulated
Other Treasury
Comprehensive Comprehensive Stock
Income (Loss) Loss (at cost) Total
--------------- ----------- ----------- -----------
Balance at December 31, 1999 .......... $ (519) $ (1,594) $ 2,452
----------- ----------- -----------
Net earnings - 2000 ................... $ 434 434
-----------
Translation adjustment, net of tax .... (9)
Pensions, net of tax .................. (565)
-----------
Other comprehensive loss .............. (574) (574) (574)
-----------
Comprehensive loss .................... $ (140)
===========
Shares issued for:
Sale of restricted stock ........... 569
Stock options exercised ............ 7
Other .............................. 65
Stock option purchased ................ (53)
Treasury shares ....................... (2) (2)
----------- ---------- -----------
Balance at December 31, 2000 .......... (1,093) (1,596) 2,898
----------- ---------- -----------
Net earnings - 2001 ................... $ 531 531
-----------
Translation adjustment, net of tax .... (12)
Pensions, net of tax .................. (497)
-----------
Other comprehensive loss .............. (509) (509) (509)
-----------
Comprehensive income .................. $ 22
===========
Conversion ............................ --
Stock option purchased ................ (48)
----------- ---------- -----------
Balance at December 31, 2001 .......... (1,602) (1,596) 2,872
----------- ---------- -----------
Net earnings - 2002 ................... $ 212 212
-----------
Dividends ............................. (77)
Translation adjustment, net of tax .... --
Pensions, net of tax .................. (539)
-----------
Other comprehensive loss .............. (539) (539) (539)
-----------
Comprehensive loss $ (327)
===========
Shares issued for:
Stock options exercised ............ 39
Stock option purchased ................ (48)
Treasury shares ....................... (1) (1)
----------- ---------- -----------
Balance at December 31, 2002 .......... $ (2,141) $ (1,597) $ 2,458
=========== ========== ===========
SHARE ACTIVITY
------------------------------------------
12% Cumulative
Convertible Common Treasury
Preferred Stock Stock Stock
--------------- ----------- -----------
Balance at December 31, 1999 .......... 35,918 3,593,253 68,772
Shares issued for:
Sale of restricted stock ........... 250,819
Stock options exercised ............ 6,063
Other .............................. 28,255
Treasury shares ....................... 930
----------- ----------- -----------
Balance at December 31, 2000 .......... 35,918 3,878,390 69,702
Conversion ............................ (1,043) 1,150
Treasury shares ....................... 109
----------- ----------- -----------
Balance at December 31, 2001 .......... 34,875 3,879,540 69,811
Shares issued for:
Stock options exercised ............ 32,419
Treasury shares ....................... (21)
----------- ----------- -----------
Balance at December 31, 2002 .......... 34,875 3,911,959 69,790
=========== =========== ===========
See notes to consolidated financial statements.
RONSON CORPORATION AND ITS WHOLLY OWNED SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
- -------------------------------------
Dollars in thousands
Year Ended December 31,
-----------------------
2002 2001 2000
---- ---- ----
Cash Flows from Operating Activities:
Earnings from continuing operations ..................... $ 42 $ 531 $ 434
Adjustments to reconcile earnings from
continuing operations to net cash provided
by operating activities:
Depreciation and amortization ....................... 671 726 683
Deferred income tax provisions ...................... 20 320 236
Increase (decrease) in cash from changes in:
Accounts receivable .............................. (31) 379 (99)
Inventories ...................................... (499) 1,762 1,918
Other current assets ............................. (17) (50) (40)
Accounts payable ................................. 34 (574) (557)
Accrued expenses ................................. (235) 239 25
Net change in pension-related accounts .............. (103) 80 (2)
Other ............................................... 23 (39) 5
Discontinued operations ............................. 450 (173) (416)
------- ------- -------
Net cash provided by operating activities ........ 355 3,201 2,187
------- ------- -------
Cash Flows from Investing Activities:
Net cash used in investing activities,
capital expenditures .......................... (908) (538) (396)
------- ------- -------
Cash Flows from Financing Activities:
Proceeds from long-term debt ............................ 8 -- 337
Proceeds from short-term debt ........................... 1,764 -- 1,217
Proceeds from issuance of common stock .................. 38 -- 576
Payments of long-term debt .............................. (510) (1,139) (440)
Payments of long-term lease obligations ................. (33) (29) (104)
Payments of short-term debt ............................. (968) (839) (3,430)
Payments of preferred dividends ......................... (75) -- --
Other ................................................... (48) (48) (53)
------- ------- -------
Net cash provided by (used in)
financing activities .......................... 176 (2,055) (1,897)
------- ------- -------
Net increase (decrease) in cash and cash equivalents .... (377) 608 (106)
Cash and cash equivalents at beginning of year .......... 689 81 187
------- ------- -------
Cash and cash equivalents at end of year ................ $ 312 $ 689 $ 81
======= ======= =======
See notes to consolidated financial statements.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Note 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:
Principles of Consolidation - The consolidated financial statements
include the accounts of Ronson Corporation (the "Company") and its subsidiaries,
all of which are wholly owned. Its principal subsidiaries are Ronson Consumer
Products Corporation ("RCPC"), Woodbridge, New Jersey; Ronson Corporation of
Canada Ltd. ("Ronson-Canada"), Mississauga, Ontario, Canada (these together are
"Ronson Consumer Products"); Ronson Aviation, Inc. ("Ronson Aviation"), Trenton,
New Jersey; and Prometcor, Inc., ("Prometcor"), formerly known as Ronson Metals
Corporation, Newark, New Jersey. All significant intercompany accounts and
transactions have been eliminated in consolidation.
Estimates - The preparation of financial statements in conformity with
accounting principles generally accepted in the United States of America
requires management to make estimates and assumptions that affect the reported
amounts of assets and liabilities and disclosure of contingent assets and
liabilities at the date of the financial statements and the reported amounts of
revenues and expenses during the period. Actual results could differ from those
estimates.
Allowances for Doubtful Accounts and Sales Incentives - Management must
make estimates of the uncollectibility of accounts receivable. Management
specifically analyzes accounts receivable and analyzes historical bad debts,
customer concentrations, customer credit-worthiness, current economic trends and
changes in customer payment terms when evaluating the adequacy of the allowance
for doubtful accounts.
Estimated sales incentives are calculated and recorded at the time related
sales are made and are based primarily on historical rates and in consideration
of recent promotional activities. In the Company's financial statements, the
allowance for sales incentives is classified as a reduction of accounts
receivable.
Inventories - Inventories, other than aircraft, are valued at the lower of
average cost or market. Aircraft inventory is carried at the lower of cost,
specific identification, or market.
Property and Depreciation - Property, plant and equipment are carried at
cost and are depreciated over their estimated useful lives using the
straight-line method. Capitalized leases are amortized over their estimated
useful lives using the straight-line method. Leasehold improvements are
amortized over their estimated useful lives or the remaining lease terms,
whichever is shorter. Aircraft and other related costs utilized by Ronson
Aviation in its charter operations and held for more than one year are
classified as property, plant and equipment. The term notes payable secured by
these aircraft are also classified as long-term debt.
Foreign Currency Translation - All balance sheet accounts of the Company's
foreign subsidiary, Ronson-Canada, are translated at the current exchange rate
as of the end of the year. All income statement accounts are translated at
average currency exchange rates. Stockholders' Equity accounts are translated at
historical exchange rates. The resulting translation adjustment is recorded as
part of Accumulated Other Comprehensive Loss in Stockholders' Equity.
Transaction gains and losses are not significant in the periods presented.
Fair Value of Financial Instruments - The Company's financial instruments
include cash, cash equivalents, accounts receivable, accounts payable, accrued
expenses, other current liabilities and short-term and long-term debt. The book
values of cash, cash equivalents, accounts receivable, accounts payable, accrued
expenses, other current liabilities, and short-term debt are representative of
their fair values due to the short-term maturity of these instruments. The book
value of the Company's long-term debt is considered to approximate its fair
value based on current market rates and conditions.
Revenue Recognition - Net Sales are recognized by Ronson Consumer Products
on the date of shipment of the product to customers. Net Sales at Ronson
Aviation are recognized on the date of delivery of the product or service to
customers.
Research and Development Costs - Costs of research and new product
development are charged to operations as incurred and amounted to approximately
$348,000, $227,000, and $288,000 for the years ended December 31, 2002, 2001,
and 2000, respectively.
Advertising Costs - Costs of advertising are expensed as incurred and
amounted to approximately $161,000, $173,000 and $183,000 for the years ended
December 31, 2002, 2001 and 2000, respectively.
Accrued Expenses - On December 31, 2002, Accrued Expenses included: accrued
pension costs, $450,000; accrued vacation pay, $373,000; and accrued health
insurance benefits, $320,000. No other item amounted to greater than 5% of total
current liabilities.
Other Current Assets - On December 31, 2002, Other Current Assets included
prepaid insurance of $258,000. No other item amounted to greater than 5% of
total current assets.
Per Common Share Data - The calculation and reconciliation of Basic and
Diluted Earnings per Common Share were as follows (in thousands except per share
data):
Year Ended December 31, 2002
Per Share
Earnings Shares Amount
-------- ------ ---------
(2) (2)
Earnings from continuing
operations .......................... $ 42
Less accrued dividends on
preferred stock ..................... (7)
-----
Continuing operations ............... 35 3,820 0.01
Earnings from discontinued
operations .......................... 170 3,820 0.04
----- --------
BASIC ............................... $ 205 3,820 0.05
===== ===== ========
Effect of dilutive securities (1):
Stock options ....................... --
Cumulative convertible
preferred stock .................... $ -- --
----- -----
Continuing operations ............... 35 3,820 $ 0.01
Earnings from discontinued
operations .......................... 170 3,820 0.04
----- --------
DILUTED ............................. $ 205 3,820 $ 0.05
===== ===== ========
Year Ended December 31, 2001
Per Share
Earnings Shares Amount
-------- ------ ---------
(2) (2)
Earnings from continuing
operations .......................... $ 531
Less accrued dividends on
preferred stock ..................... (7)
-----
Continuing operations ............... 524 3,810 0.14
Earnings from discontinued
operations .......................... -- 3,810 --
----- --------
BASIC ............................... $ 524 3,810 $ 0.14
===== ===== ========
Effect of dilutive securities (1):
Stock options ....................... --
Cumulative convertible
preferred stock .................... $ -- --
----- -----
Continuing operations ............... 524 3,810 $ 0.14
Earnings from discontinued
operations .......................... -- 3,810 --
----- --------
DILUTED ............................. $ 524 3,810 $ 0.14
===== ===== ========
Year Ended December 31, 2000
Per Share
Earnings Shares Amount
-------- ------ ---------
(2) (2)
Earnings from continuing
operations .......................... $ 434
Less accrued dividends on
preferred stock ..................... (8)
-----
Continuing operations ................. 426 3,748 $ 0.11
Earnings from discontinued
operations ......................... -- 3,748 --
----- --------
BASIC ............................... $ 426 3,748 $ 0.11
===== ===== ========
Effect of dilutive securities (1):
Stock options ....................... --
Cumulative convertible
preferred stock .................... $ -- --
----- -----
Continuing operations ................. 426 3,748 $ 0.11
Earnings from discontinued
operations .......................... -- 3,748 --
----- --------
DILUTED ............................. $ 426 3,748 $ 0.11
===== ===== ========
(1) The assumed conversion of preferred shares to common shares and the stock
options were anti-dilutive for all the years presented, and, therefore,
were excluded from the calculation and reconciliation of Diluted Earnings
per Common Share.
(2) Information as to the number of shares and per share amounts has been
retroactively adjusted to reflect the 5% stock dividends on common stock
declared March 14, 2002, and March 18, 2003.
Stock Options - The Company has elected to follow Accounting Principles
Board Opinion #25 (APB #25), "Accounting for Stock Issued to Employees", and
related Interpretations in accounting for its employee stock options because, as
discussed below, the alternative fair value accounting provided for under
Statement of Financial Accounting Standards ("SFAS") #123, "Accounting for
Stock-Based Compensation", requires use of option valuation models that were not
developed for use in valuing employee stock options. Under APB #25, because the
exercise price of the Company's employee stock options equals or exceeds the
market price of the underlying stock on the date of grant, no compensation
expense is recognized.
At December 31, 2002, the Company had outstanding 34,875 shares of
preferred stock and 3,842,169 shares of common stock.
Reclassification - Certain reclassifications of prior years' amounts have
been made to conform with the current year's presentation.
Recent Accounting Pronouncement - In December 2002 the Financial
Accounting Standards Board ("FASB") issued SFAS No. 148, "Transition and
Disclosure, an amendment of FASB Statement No. 123". SFAS No. 148 amended SFAS
No. 123 to provide alternative methods of transition for a voluntary change to
the fair value based method of accounting for employee stock-based compensation.
In addition, SFAS No. 148 amends the disclosure requirements of SFAS No. 123 to
require prominent disclosure in annual and interim financial statements about
the method of accounting for stock-based compensation and its effect on reported
results. The disclosure provisions of SFAS No. 148 are included in the
accompanying Notes to Consolidated Financial Statements. The Company applies the
principles of APB Opinion No. 25 and related Interpretations in accounting for
its stock-based compensation plans. See Note 10 to the Consolidated Financial
Statements.
Note 2. DISCONTINUED OPERATIONS:
The Earnings from Discontinued Operations included the insurance recovery
income and the discontinuance costs recorded by the Company related to the
discontinuation of Prometcor as follows (in thousands):
Year Ended December 31,
2002 2001 2000
---- ---- ----
Insurance recovery income accrued,
net ................................. $355 $175 $645
Discontinuance costs accrued .......... 70 175 645
---- ---- ----
285 -- --
Deferred income tax benefits .......... 115 -- --
---- ---- ----
Earnings from discontinued
operations .......................... $170 $ -- $ --
==== ==== ====
In December 1989 the Company adopted a plan to discontinue the operations
of its wholly owned subsidiary, Ronson Metals Corporation, subsequently renamed
Prometcor. Upon the cessation of operations, Prometcor began its compliance with
the environmental requirements of all applicable laws with the objective of
selling the property previously used in the discontinued operations. The
discontinuation of operations also required the termination of a United States
Nuclear Regulatory Commission ("NRC") license for the storage and use on site of
a material used in a new product, the sales of which were minimal.
The costs and expenses related to the termination of Prometcor's business
operations in 1990, less the expected gain from the eventual sale of Prometcor's
assets, net of deferred income tax benefits, have been charged against the
Company's Earnings (Loss) from Discontinued Operations and Net Earnings (Loss)
between the beginning of 1990 and year end 2002. The liability for these
estimated costs and expenses as recorded in the financial statements at December
31, 2002, was based on the lower limit of the range of costs as projected by the
Company and its consultants. The estimated upper limit of the range of costs is
discounted at approximately $600,000 above the lower limit.
The full extent of the costs and time required for completion is not
determinable until the remediation, if any is required, and confirmatory testing
related to the remaining groundwater matter have been completed and accepted by
the New Jersey Department of Environmental Protection ("NJDEP").
In the second half of 1999, the Company filed a lawsuit against a number
of its former general liability insurance carriers seeking recovery of
environmental investigation and remediation costs incurred and anticipated at
various locations, primarily Prometcor. In 2000, 2001, and 2002, the Company
reached settlement agreements with the insurance carriers involved. These
settlements have totaled approximately $1,830,000. Based on the settlements, in
2000, 2001, and 2002, Prometcor recognized net insurance recovery income
totaling $1,175,000, or $1,830,000 less related costs of $655,000.
Prometcor is being accounted for as a discontinued operation, and,
accordingly, its operating results are reported in this manner in all years
presented in the accompanying Consolidated Statements of Earnings and other
related operating statement data.
The assets and liabilities of Prometcor are reflected in the Consolidated
Balance Sheets under assets and liabilities of discontinued operations. At
December 31, 2002, Current Assets of Discontinued Operations and Other Assets of
Discontinued Operations consisted primarily of net deferred income tax assets of
Prometcor. The Current Liabilities of Discontinued Operations at December 31,
2002, consisted principally of accrued costs related to the environmental
compliance of Prometcor.
Note 3. INCOME TAXES:
At December 31, 2002, the Company had, for federal income tax purposes,
net operating loss carryforwards of approximately $4,350,000, expiring as
follows: $1,010,000 in 2005 to 2007; $1,950,000 in 2010 to 2012; and $1,390,000
in 2018 to 2022. The Company also had available federal and state alternative
minimum tax credit carryforwards of approximately $89,000.
The income tax expenses (benefits) consisted of the following (in
thousands):
Year Ended December 31,
2002 2001 2000
---- ---- ----
Current:
Federal ......................................... $ (5) $ 5 $ --
State ........................................... 47 (11) 8
Foreign ......................................... 8 11 --
----- ----- -----
50 5 8
----- ----- -----
Deferred:
Federal ......................................... 28 237 203
State ........................................... (8) 83 33
----- ----- -----
20 320 236
----- ----- -----
70 325 244
Allocated to discontinued operations .............. 115 -- --
----- ----- -----
Income tax expenses-net ......................... $ 185 $ 325 $ 244
===== ===== =====
Current income taxes in the years ended December 31, 2002, 2001 and 2000,
of $29,000, $322,000 and $375,000, respectively, were presented net of credits
arising from the utilization of available tax losses and loss carryforwards in
accordance with SFAS #109.
The reconciliation of estimated income taxes attributed to continuing
operations at the United States statutory tax rate to reported income tax
expenses was as follows (in thousands):
Year Ended December 31,
2002 2001 2000
---- ---- ----
Tax expense amount computed using
statutory rate ................................... $ 38 $ 291 $ 231
State taxes, net of federal benefit ................ (26) (4) 5
Operations outside the US .......................... 8 4 --
Discontinued operations and other .................. 165 34 8
----- ----- -----
Income tax expenses-net .......................... $ 185 $ 325 $ 244
===== ===== =====
The tax effects of temporary differences that give rise to significant
portions of the deferred income tax assets and deferred income tax liabilities
are presented below (in thousands):
December 31,
2002 2001
---- ----
Deferred income tax assets:
Inventories, principally due to additional costs
inventoried for tax purposes pursuant to the Tax
Reform Act of 1986 and valuation reserves for
financial reporting purposes ............................ $ 108 $ 97
Compensated absences, principally due to accrual for
financial reporting purposes ............................ 133 138
Compensation, principally due to accrual
for financial reporting purposes ........................ 79 154
Accrual of projected environmental costs, principally
related to Prometcor's compliance with NJDEP
requirements ............................................ 213 267
Net operating loss carryforwards .......................... 1,960 1,958
Alternative minimum tax credit carryforwards .............. 89 75
Unrecognized net loss on pension plan ..................... 1,377 1,019
Other ..................................................... 122 121
------ ------
Total gross deferred income tax assets .................. 4,081 3,829
Less valuation allowance ................................ 176 155
------ ------
Net deferred income tax assets .......................... 3,905 3,674
------ ------
Deferred income tax liabilities:
Pension expense, due to contributions in excess of
net accruals ............................................ 501 460
Other ..................................................... 56 89
------ ------
Total gross deferred income tax liabilities ............. 557 549
------ ------
Net deferred income taxes ............................... $3,348 $3,125
====== ======
A valuation allowance is provided when it is more likely than not that
some portion or all of the deferred income tax assets will not be realized. A
valuation allowance has been established based on the likelihood that a portion
of the deferred income tax assets will not be realized. Realization is dependent
on generating sufficient taxable income prior to expiration of the loss
carryforwards. Management has assessed the Company's recent operating earnings
history and expected future earnings. Based on these past and future earnings
and on tax planning strategies, although realization is not assured, management
believes it is more likely than not that $3,905,000 of the deferred income tax
assets will be realized. The ultimate realization of the deferred income tax
assets will require aggregate taxable income of approximately $4,200,000 in the
years prior to the expiration of the net operating loss carryforwards in 2022.
The amount of the deferred income tax assets considered realizable, however,
could be reduced in the near term if estimates of future taxable income during
the carryforward periods are reduced. A portion of the deferred income tax asset
is the result of a tax planning strategy for state income tax purposes of
merging certain of the Company's subsidiaries resulting in realization of net
operating loss carryforwards. The valuation allowance was increased from
$155,000 at December 31, 2001, to $176,000 at December 31, 2002, and reduced
from $227,000 at December 31, 2000, to $155,000 at December 31, 2001.
The net deferred income tax assets were classified in the Consolidated
Balance Sheets as follows (in thousands):
December 31,
2002 2001
---- ----
Current:
Other current assets ..................................... $ 470 $ 506
Current assets of discontinued operations ................ 213 226
------ ------
Total current .......................................... 683 732
------ ------
Long Term:
Other assets ............................................. 1,467 1,198
Other assets of discontinued operations .................. 1,198 1,195
------ ------
Total long term ........................................ 2,665 2,393
------ ------
Total net deferred income tax assets ....................... $3,348 $3,125
====== ======
Note 4. SHORT-TERM DEBT:
Composition (in thousands):
December 31,
2002 2001
---- ----
Revolving loans (a) .............................. $1,140 $ 858
Note payable, commercial finance company (b) .... 514 --
------ ------
$1,654 $ 858
====== ======
(a) In 1995 RCPC entered into an agreement with Fleet Capital Corporation
("Fleet") for a Revolving Loan. On June 30, 2002, RCPC and Fleet extended RCPC's
Revolving Loan to June 30, 2005. The extended agreement also amended certain
other terms of the Revolving Loan agreement. The Revolving Loan of $1,140,000 at
December 31, 2002, provides a line of credit up to $2,500,000 to RCPC based on
accounts receivable and inventory. The balance available under
the Revolving Loan is determined by the level of receivables and inventory. The
Revolving Loan bears interest at the rate of 1.0% above Fleet's prime rate
(4.25% at December 31, 2002). The Revolving Loan interest rate is subject to an
increase to 1.5% above Fleet's prime rate based on compliance with loan
covenants. The Revolving Loan is payable on demand and is secured by the
accounts receivable, inventory and machinery and equipment of RCPC; a second
mortgage on the land, buildings and improvements of RCPC; and the guarantee of
the Company. The Fleet agreement also has restrictive covenants which, among
other things, limit the transfer of assets between the Company and its
subsidiaries.
In 1995 Ronson-Canada entered into an agreement with Canadian Imperial
Bank of Commerce ("CIBC") for a line of credit of C$250,000. In 2002
Ronson-Canada and CIBC extended Ronson-Canada's Revolving Loan to 2003. The
extended agreement also amended certain other terms of the Revolving Loan
agreement. The Revolving Loan is secured by the accounts receivable and
inventory of Ronson-Canada, and the amounts available under the line are based
on the level of accounts receivable and inventory. The loan bears interest at
the rate of 1.25% over the CIBC prime rate (4.5% at December 31, 2002). The line
of credit, payable on demand, is guaranteed by the Company. The CIBC agreement
has restrictive covenants which, among other things, limit the transfer of
assets from Ronson-Canada to RCPC and the Company. At December 31, 2002,
Ronson-Canada utilized no borrowings under the Revolving Loan.
Based on the amount of the loans outstanding and the levels of accounts
receivable and inventory at December 31, 2002, Ronson Consumer Products had
unused borrowings available at December 31, 2002, of about $368,000 under the
Fleet and CIBC lines of credit described above. (Refer to Note 5 below for
information regarding the book value of assets pledged as collateral for the
debt above.)
In 1997 Ronson Aviation entered into an agreement with Fleet for a
Revolving Loan and a Term Loan (refer to Note 5 below regarding the Term Loan).
On June 30, 2002, Ronson Aviation and Fleet extended Ronson Aviation's Revolving
Loan to June 30, 2005. The extended agreement also amended certain other terms
of the Revolving Loan agreement. The Revolving Loan is under a line of credit up
to $500,000 to Ronson Aviation based on the level of its accounts receivable.
The Revolving Loan currently bears interest at the rate of 1.0% above Fleet's
prime rate (4.25% at December 31, 2002). The Revolving Loan is payable on demand
and is secured by the accounts receivable, inventory and machinery and equipment
(excluding aircraft) of Ronson Aviation; and the guarantees of the Company and
RCPC. The Fleet agreement also contains restrictive covenants. At December 31,
2002, Ronson Aviation utilized no borrowings under the Revolving Loan.
Based on no loan outstanding and the level of accounts receivable at
December 31, 2002, Ronson Aviation had unused borrowings available at December
31, 2002, of about $239,000 under the Fleet line of credit described above.
(b) At December 31, 2002, the note payable, commercial finance company,
was a note payable by Ronson Aviation in the amount of $514,000 due to Raytheon
Aircraft Credit Corp. ("Raytheon"). The note payable by Ronson Aviation is
collateralized by a specific aircraft, and the note will be repaid from the
proceeds from the sale of the aircraft. The Raytheon note is interest-free
through January 7, 2003, and, thereafter, bears interest at a rate of 1.5% over
the prime rate (4.25% at December 31, 2002). The note is secured by aircraft
inventory of Ronson Aviation with a book value of $539,000 at December 31, 2002.
At December 31, 2002, the weighted average interest rate for the total
short-term debt was 5.25%.
Note 5. LONG-TERM DEBT:
Composition (in thousands):
December 31,
2002 2001
---- ----
Mortgage loan payable, Fleet (a) .................. $1,514 $1,590
Notes payable, Fleet (b) .......................... 980 1,186
Term note payable, Fleet and other ................. 7 43
Promissory term note payable ....................... -- 184
------ ------
2,501 3,003
Less portion in current liabilities ................ 282 347
------ ------
Balance of long-term debt .......................... $2,219 $2,656
====== ======
(a) In May 1999 the Company, RCPC and Fleet entered into an agreement, in
the original amount of $1,760,000, which refinanced an existing Mortgage Loan
agreement on the RCPC property in Woodbridge, New Jersey. The Mortgage Loan
balance was $1,514,000 at December 31, 2002. The Mortgage Loan agreement is
secured by a first mortgage on the land, buildings and improvements of RCPC, and
is payable in sixty monthly installments of $17,218, including interest, with a
final installment on May 1, 2004, of approximately $1,402,000. The loan bears
interest at a fixed rate of 8.39%.
(b) The Notes Payable, Fleet, consisted of two term loans payable by
Ronson Aviation to Fleet with balances at December 31, 2002, totaling
approximately $980,000. The notes bear interest at the rate of 1% over the prime
rate, are collateralized by a specific aircraft and are guaranteed by the
Company. On June 30, 2002, Ronson Aviation and Fleet amended the term loans to
extend the payment terms to June 30, 2005. The notes are payable in monthly
installments totaling $16,264 plus interest through June 2005 with final
payments totaling about $492,000 on June 30, 2005.
At December 31, 2002, fixed assets with a net book value of $3,262,000 and
accounts receivable and inventories of $4,215,000 are pledged as collateral for
the debt detailed in Notes 4 and 5.
Net assets of consolidated subsidiaries, excluding intercompany accounts,
amounted to approximately $3,150,000 at December 31, 2002, substantially all of
which was restricted as to transfer to the Company and its other subsidiaries
due to various covenants of their debt agreements at December 31, 2002.
Long-term debt matures as follows: 2003, $282,000; 2004, $1,629,000; and
2005, $590,000.
Note 6. LEASE OBLIGATIONS:
Lease expenses consisting principally of office and warehouse rentals,
totaled $500,000, $498,000 and $469,000 for the years ended December 31, 2002,
2001 and 2000, respectively.
At December 31, 2002, the Company's future minimum lease payments under
operating and capitalized leases with initial or remaining noncancellable lease
terms in excess of one year are presented in the table below (in thousands):
Operating Capitalized
Total Leases Leases
----- ------ ------
Year Ending December 31:
2003 ........................... $ 357 $ 313 $ 44
2004 ........................... 347 309 38
2005 ........................... 296 281 15
2006 ........................... 115 112 3
2007 ........................... 4 4 --
------ ------ ------
Total obligations .............. $1,119 $1,019 100
====== ======
Less: Amount representing
interest ................ 11
------
Present value of capitalized
lease obligations ........... $ 89
======
Capitalized lease property included in the Consolidated Balance Sheets is
presented below (in thousands):
December 31,
2002 2001
---- ----
Machinery and equipment .................... $172 $166
Less accumulated amortization .............. 86 65
---- ----
$ 86 $101
==== ====
Ronson Aviation leases land under a leasehold consisting of six five-year
terms automatically renewed, with the last five-year term expiring in
November 2007. The lease may be extended for up to five additional five-year
terms through November 2032, provided that during the five-year term ending
November 2007, Ronson Aviation invests from $600,000 to over $1,500,000 in
capital improvements.
Note 7. RETIREMENT PLANS:
The Company and its subsidiaries have trusteed retirement plans covering
substantially all employees. The Company's funding policy is to make minimum
annual contributions as required by applicable regulations. The Plan covering
union members generally provides benefits of stated amounts for each year of
service. The Company's salaried pension plan provides benefits using a formula
which is based upon employee compensation. On June 30, 1985, the Company amended
its salaried pension plan so that benefits for future service would no longer
accrue. A defined contribution plan was established on July 1, 1985, in
conjunction with the amendments to the salaried pension plan.
Plan assets primarily include widely-held common stocks, a guaranteed
annuity contract, 188,858 shares of common stock of the Company and money market
funds.
The following table sets forth the plan's aggregate funded status and
amounts recognized in the Company's Consolidated Balance Sheets (in thousands):
December 31,
2002 2001
---- ----
Change in Benefit Obligation:
Benefit obligation at beginning of year ..... $ 4,848 $ 4,680
Service cost ................................ 17 15
Interest cost ............................... 291 304
Actuarial loss .............................. 44 155
Increase in benefit obligation due to
decreased discount rate ................... 168 159
Benefits paid ............................... (485) (465)
------- -------
Benefit obligation at end of year ........... 4,883 4,848
------- -------
Change in Plan Assets:
Fair value of plan assets at beginning
of year ................................... 3,353 4,046
Actual return on plan assets ................ (710) (424)
Employer contributions ...................... 483 196
Benefits paid ............................... (485) (465)
------- -------
Fair value of plan assets at end of year .... 2,641 3,353
------- -------
Funded status ............................... (2,242) (1,495)
Unrecognized actuarial loss ................. 3,447 2,549
Unrecognized prior service cost and
transition obligation ..................... 46 93
------- -------
Net amount recognized ......................... $ 1,251 $ 1,147
======= =======
Amounts Recognized in the Consolidated
Balance Sheets Consist of:
Accrued benefit liability ................. $(2,242) $(1,495)
Intangible asset .......................... 46 93
Accumulated other comprehensive loss,
excluding the income tax effect ......... 3,447 2,549
------- -------
Net amount recognized ......................... $ 1,251 $ 1,147
======= =======
December 31,
2002 2001
---- ----
Weighted-average assumptions:
Discount rate ..................... 5.50% 6.00%
Expected return on plan assets .... 5.50% 5.50%
If the additional minimum liability recorded exceeds the unrecognized
prior service cost and the unrecognized net obligation at transition, that
difference, an unrecognized net loss, is to be reported as a separate component
of Stockholders' Equity. This unrecognized net loss is being amortized over
future periods as a component of pension expense.
The Company's Consolidated Statements of Earnings included pension expense
consisting of the following components (in thousands):
Year Ended December 31,
2002 2001 2000
---- ---- ----
Components of net periodic benefit cost:
Service cost .............................. $ 17 $ 15 $ 14
Interest cost ............................. 291 304 325
Expected return on plan assets ............ (185) (223) (294)
Amortization of prior service
cost and transition obligation .......... 46 47 54
Recognized actuarial loss ................. 210 134 30
----- ----- -----
Net pension expense ....................... $ 379 $ 277 $ 129
===== ===== =====
The accumulated benefit obligation exceeded the fair value of plan assets
as of December 31, 2002, 2001 and 2000.
The Company contributes to its defined contribution plan at the rate of 1%
of each covered employee's compensation. The Company also contributes an
additional amount equal to 50% of a covered employee's contribution to a maximum
of 1% of compensation. Expenses of about $68,000, $70,000 and $70,000 for this
plan were recorded in 2002, 2001 and 2000, respectively.
Note 8. COMMITMENTS AND CONTINGENCIES:
In 1999 Ronson Aviation completed the installation of a new fueling
facility and ceased use of most of its former underground storage tanks. The
primary underground fuel storage tanks formerly used by Ronson Aviation were
removed in 1999 as required by the NJDEP. Related contaminated soil was removed
and remediated. In 2000 initial groundwater tests were completed. Ronson
Aviation's environmental consultants have advised the Company that preliminary
results of that testing indicate that no further actions should be required. The
extent of groundwater contamination cannot be determined until final testing has
been completed and accepted by the NJDEP. The Company intends to vigorously
pursue its rights under the leasehold and under the statutory and regulatory
requirements. Since the amount of additional costs, if any, and their ultimate
allocation cannot be fully determined at this time, the effect on the Company's
financial position or results of future operations cannot yet be determined, but
management believes that the effect will not be material.
The Company is involved in a State of New Jersey Gross Income Tax audit
for the years ended December 31, 1997 through December 31, 2000. The total
claimed by the State of New Jersey is $144,000, related to availability of net
operating loss carryforwards from 1995. The Company has appealed the
determination by the New Jersey Division of Taxation. Management believes that
the Company will not be liable for the assessment. The Company has accrued the
expected cost of defense in the matter.
The Company is involved in various lawsuits and claims. While the amounts
claimed may be substantial, the ultimate liability cannot now be determined
because of the considerable uncertainties that exist. Therefore, it is possible
that results of operations or liquidity in a particular period could be
materially affected by certain contingencies. However, based on facts currently
available including the insurance coverage that the Company has in place,
management believes that the outcome of these lawsuits and claims will not have
a material adverse effect on the Company's financial position.
The Company has an employment contract with an officer of the Company
which expires on December 31, 2004. Base salaries in the years 2003 and 2004 are
$616,120 and $659,248, respectively. The contract also provides for additional
compensation and benefits, including a death benefit equal to two years' salary.
The Company has purchased term insurance to provide coverage for a substantial
portion of the potential death benefit.
Note 9. PREFERRED STOCK:
Each share of 12% Cumulative Convertible Preferred Stock has a stated value
of $0.01 per share and a liquidation preference of $1.75 per share ($61,000 at
December 31, 2002, in the aggregate) plus accrued dividends. The shares are
non-voting and have a right to cumulative dividends at the annual rate of $0.21
per share. The holders of the preferred shares may, at any time, convert each
preferred share into 1.1025 shares of common stock unless the preferred shares
were previously redeemed. The Company has the option to redeem all or part of
the preferred stock at $2.25 per share plus accrued dividends. There were no
dividends in arrears at December 31, 2002.
In 1998 the Company declared a dividend of one Preferred Stock Purchase
Right ("Right") for each outstanding share of the Company's common stock. The
Rights are not presently exercisable. Each Right entitles the holder, upon the
occurrence of certain specified events, to purchase from the Company one
one-thousandth of a share of Series A Preferred Stock at a purchase price of $20
per share. The Rights further provide that each Right will entitle the holder,
upon the occurrence of certain other specified events, to purchase from the
Company, common stock having a value of twice the exercise price of the Right
and, upon
the occurrence of certain other specified events, to purchase from another
person into which the Company was merged or which acquired 50% or more of the
Company's assets or earnings power, common stock of such other person having a
value of twice the exercise price of the Right. The Rights may be generally
redeemed by the Company at a price of $0.01 per Right. The Rights expire on
October 27, 2008.
Note 10. STOCK OPTIONS:
The Company has two incentive stock option plans which provide for the
grant of options to purchase shares of the Company's common stock. The options
may be granted to officers, directors and other key employees of the Company and
its subsidiaries at not less than 100% of the fair market value on the date on
which options are granted. On November 27, 2001, the stockholders approved the
adoption of the Company's 2001 Incentive Stock Option Plan which provides for
the grant of options for up to 137,813 shares of common stock. In August 1996
the stockholders approved the adoption of the Company's 1996 Incentive Stock
Option Plan which provides for the grant of options for up to 110,250 shares of
common stock. Options granted under the plans are exercisable after six months
from the date of the grant and within five years of the grant date, at which
time such options expire. All options are vested on the date of the grant.
Pro forma information regarding earnings per common share is required by
SFAS #123, and has been determined as if the Company had accounted for its
employee stock options under the fair value method of that statement. The fair
value for options granted in 2002, 2001 and 2000 was estimated at the date of
grant using a Black-Scholes option pricing model with the following weighted
average assumptions:
Year Ended December 31,
2002 2001 2000
---- ---- ----
Risk-free interest rate ................. 2.5% 4.0% 5.0%
Dividend yield .......................... 0% 0% 0%
Volatility factor -
expected market price of Company's
common stock .......................... 0.5 0.5 0.4
Weighted average expected life
of options ............................ 5 years 5 years 5 years
The Black-Scholes option valuation model was developed for use in
estimating the fair value of traded options which are fully transferable. In
addition, option valuation models require the input of highly subjective
assumptions including the expected stock price volatility. Because the Company's
employee stock options have characteristics significantly different from those
of traded options, and because changes in the subjective input assumptions can
materially affect the fair value estimate, in management's opinion, the existing
models do not necessarily provide a reliable single measure of the fair value of
its employee stock options.
The Company's pro forma results of operations after adjustment for the
estimated compensation expense under SFAS #123 were as follows (in thousands,
except per share data):
Year Ended December 31,
2002 2001 2000
---- ---- ----
Pro forma Results of Operations:
Earnings from continuing operations ......... $ 15 $ 510 $ 433
Earnings from discontinued operations ....... 170 -- --
------- ------- -------
Net earnings ................................ $ 185 $ 510 $ 433
======= ======= =======
Pro forma Earnings per Common Share:
Basic:
Earnings from continuing operations ....... $ -- $ 0.15 $ 0.13
Earnings from discontinued operations ..... 0.04 -- --
------- ------- -------
Net earnings .............................. $ 0.04 $ 0.15 $ 0.13
======= ======= =======
Diluted:
Earnings from continuing operations ....... $ -- $ 0.15 $ 0.13
Earnings from discontinued operations ..... 0.04 -- --
------- ------- -------
Net earnings .............................. $ 0.04 $ 0.15 $ 0.13
======= ======= =======
Pro forma Results of Operations in 2002, 2001 and 2000 have been adjusted
to reflect pro forma increases in compensation expense of $27,000, $21,000 and
$1,000, respectively, (net of taxes) due to issuance of stock options.
A summary of the Company's stock option activity and related information
for the three years ended December 31, 2002, is as follows:
Number of Weighted Average
Options Exercise Price
--------- ----------------
Outstanding at December 31, 1999 .... 120,668 $ 2.47
Granted ........................... 2,756 1.96
Exercised ...................... (6,064) 1.47
Expired/Cancelled .............. (2,481) 2.51
-------
Outstanding at December 31, 2000 .... 114,879 2.51
Granted ........................... 68,024 1.13
Expired ........................... (89,466) 2.58
-------
Outstanding at December 31, 2001 .... 93,437 1.44
Granted ........................... 91,350 1.11
Exercised ......................... (32,419) 1.17
-------
Outstanding at December 31, 2002 .... 152,368 1.30
======= ========
Exercisable at December 31, 2002 .... 61,018 $ 1.58
======= ========
Weighted average fair value of options
granted during the year for options
on which the exercise price:
Equals the market price on the grant date $0.50
=====
Exceeds the market price on the grant date $0.47
=====
Exercise prices for options outstanding as of December 31, 2002, ranged as
follows: 105,956 options from $1.08 to $1.09 per share, 21,000 options at $1.19
per share, and 25,412 options from $2.20 to $2.42 per share. The weighted
average contractual life of those options was 3.96 years.
Note 11. STATEMENTS OF CASH FLOWS:
Certificates of deposit that have a maturity of less than 90 days are
considered cash equivalents for purposes of the accompanying Consolidated
Statements of Cash Flows.
Supplemental disclosures of cash flow information are as follows (in
thousands):
Year Ended December 31,
2002 2001 2000
---- ---- ----
Cash Payments for:
Interest ............................. $291 $492 $705
Income taxes ......................... 12 27 8
Financing & Investing Activities
Not Affecting Cash:
Capital lease obligations incurred .... 18 -- 72
Issuance of 26,909 shares of
common stock for services .......... -- -- 65
In 2001 charter aircraft with a book value of $1,490,000 were transferred
from fixed assets to inventory. The aircraft were later sold.
Note 12. INDUSTRY SEGMENTS INFORMATION:
The Company has two reportable segments: consumer products and aviation
services. The Company's reportable segments are strategic business units that
offer different products and services.
The consumer products segment produces packaged fuels, flints, refillable
lighters and ignitors, a torch, a penetrant spray lubricant, a spot remover, and
a surface protectant, which are distributed through distributors, food brokers,
mass merchandisers, drug chains, convenience stores, and automotive and hardware
representatives. Ronson Consumer Products is a principal supplier of packaged
flints and lighter fuels in the United States and Canada.
The aviation services segment represents the chartering, servicing and
sales of fixed wing aircraft and servicing of helicopters. Aircraft are sold
through Company sales personnel. Ronson Aviation provides a wide range of
general aviation services to the general public and to government agencies
located in the vicinity of its facilities in Trenton, New Jersey.
The accounting policies of the segments are the same as those described in
the summary of significant accounting policies. The Company evaluates
performance based on profit or loss from continuing operations before
intercompany charges and income taxes.
Financial information by industry segment is summarized below (in
thousands):
2002 2001 2000
---- ---- ----
Net sales:
Consumer Products ....................... 14,232 15,709 15,832
Aviation Services ....................... 9,369 12,996 11,927
-------- -------- --------
Consolidated ......................... $ 23,601 $ 28,705 $ 27,759
======== ======== ========
Earnings (loss) before interest, other
items, and intercompany charges:
Consumer Products ....................... 1,201 1,952 1,967
Aviation Services ....................... 1,370 1,518 928
-------- -------- --------
Total Reportable Segments ............... 2,571 3,470 2,895
Corporate and others .................... (1,972) (1,737) (1,447)
Non-recurring income (charges) .......... -- (232) 110
-------- -------- --------
Consolidated ......................... $ 599 $ 1,501 $ 1,558
======== ======== ========
Interest expense:
Consumer Products ....................... 116 172 249
Aviation Services ....................... 80 198 329
-------- -------- --------
Total Reportable Segments ............... 196 370 578
Corporate and others .................... 158 163 151
-------- -------- --------
Consolidated ......................... $ 354 $ 533 $ 729
======== ======== ========
Depreciation and amortization:
Consumer Products ....................... 256 259 252
Aviation Services ....................... 405 428 396
-------- -------- --------
Total Reportable Segments ............... 661 687 648
Corporate and others .................... 10 39 35
-------- -------- --------
Consolidated ......................... $ 671 $ 726 $ 683
======== ======== ========
Earnings (loss) from continuing
operations before intercompany
charges and taxes:
Consumer Products ....................... 1,019 1,755 1,696
Aviation Services ....................... 1,305 1,316 587
-------- -------- --------
Total Reportable Segments ............... 2,324 3,071 2,283
Corporate and others .................... (2,212) (1,983) (1,715)
Non-recurring income (charges) .......... -- (232) 110
-------- -------- --------
Consolidated ......................... $ 112 $ 856 $ 678
======== ======== ========
Segment assets:
Consumer Products ....................... 4,652 4,660 5,428
Aviation Services ....................... 5,133 4,793 5,803
-------- -------- --------
Total Reportable Segments ............... 9,785 9,453 11,231
Corporate and others .................... 1,691 1,391 1,048
Discontinued operations ................. 1,412 1,783 2,913
-------- -------- --------
Consolidated ......................... $ 12,888 $ 12,627 $ 15,192
======== ======== ========
Segment expenditures for
long-lived assets:
Consumer Products ....................... 323 151 258
Aviation Services ....................... 600 384 201
-------- -------- --------
Total Reportable Segments ............... 923 535 459
Corporate and others .................... 3 3 10
-------- -------- --------
Consolidated ......................... $ 926 $ 538 $ 469
======== ======== ========
Geographic Information regarding the Company's net sales and long-lived
assets was as follows (in thousands):
Year Ended December 31,
2002 2001 2000
---- ---- ----
Net Sales (1):
United States .............. $21,809 $26,847 $26,016
Canada ..................... 1,538 1,645 1,633
Other foreign countries .... 254 213 110
------- ------- -------
$23,601 $28,705 $27,759
======= ======= =======
December 31,
2002 2001
---- ----
Long-Lived Assets:
United States ................... $4,274 $4,341
Canada .......................... 16 15
------ ------
$4,290 $4,356
====== ======
(1) Net sales are attributed to countries based on location of customer.
The Company performs ongoing credit evaluations of its customers'
financial condition and generally requires no collateral from its customers.
For the years ended December 31, 2002 and 2000, net sales which amounted
to approximately $3,675,000 and $2,832,000, respectively, of Consolidated Net
Sales were made by Ronson Consumer Products to various units of one customer. As
of December 31, 2002 and 2000, accounts receivable from that customer amounted
to approximately 22% and 12%, respectively, of Consolidated Accounts Receivable.
No other customer accounted for more than 10% of Consolidated Net Sales or
Consolidated Accounts Receivable for the years ended December 31, 2002 and 2000.
For the year ended December 31, 2001, no customer accounted for more than 10% of
Consolidated Net Sales or Consolidated Accounts Receivable.
Note 13. COMPREHENSIVE INCOME:
Comprehensive Income is the change in equity during a period from
transactions and other events from nonowner sources. The Company is required to
classify items of other comprehensive income in financial statements and to
display the accumulated balance of other comprehensive income (loss) separately
in the equity section of the Consolidated Balance Sheets.
Changes in the components of Other Comprehensive Income (Loss) and in
Accumulated Other Comprehensive Loss for 2002, 2001, and 2000 were as follows
(in thousands):
Foreign Currency Minimum Pension Accumulated Other
Translation Liability Comprehensive
Adjustment (1) Adjustment(2) Loss
-------------- ------------- ----
Balance at
December 31, 1999 ..... $ (49) $ (470) $ (519)
Change during 2000 .... (9) (565) (574)
------- ------- -------
Balance at
December 31, 2000 ..... (58) (1,035) (1,093)
Change during 2001 .... (12) (497) (509)
------- ------- -------
Balance at
December 31, 2001 ..... (70) (1,532) (1,602)
Change during 2002 .... -- (539) (539)
------- ------- -------
Balance at
December 31, 2002 ..... $ (70) $(2,071) $(2,141)
======= ======== =======
(1) The foreign currency translation adjustment component of Accumulated
Other Comprehensive Loss is presented above net of related tax
benefits of $46,000, $47,000, $39,000 and $32,000 as of December 31,
2002, 2001, 2000 and 1999, respectively. For the years ended
December 31, 2002, 2001 and 2000, the changes in the foreign
currency translation component are presented above net of related
tax provisions (benefits) of $1,000, $(8,000) and $(7,000),
respectively.
(2) The minimum pension liability component of Accumulated Other
Comprehensive Loss is presented above net of related tax benefits of
$1,377,000, $1,019,000, $688,000 and $312,000 as of December 31,
2002, 2001, 2000 and 1999, respectively. For the years ended
December 31, 2002, 2001 and 2000, the changes in the minimum pension
liability component are presented above net of related tax benefits
of $358,000, $331,000 and $376,000, respectively.
Note 14. CONCENTRATIONS:
During 2002 and at year-end the Company and a subsidiary had cash deposits
in a bank in excess of FDIC insured limits. The Company periodically reviews the
financial condition of the bank to minimize its exposure.
Ronson Consumer Products currently purchases lighter products and torches
from manufacturers in Spain, Peoples Republic of China and Taiwan. Since there
are a number of sources of similar lighter products, management believes that
other suppliers could provide lighters on comparable terms. A change of
suppliers, however, might cause a delay in delivery of the Company's lighter
products and, possibly, a short-term loss in sales which could have a short-term
adverse effect on operating results.
Note 15. RELATED PARTY TRANSACTIONS:
In October 1998 the Company entered into a consulting agreement with Mr.
Carl W. Dinger III, a greater than 5% shareholder of the Company. The agreement
provided that Mr. Dinger perform certain consulting services for the Company for
a period of 18 months expiring on April 7, 2000. On March 6, 2000, the Company
and Mr. Dinger entered into a new consulting agreement to be effective upon the
expiration date of the original agreement. The new agreement provides that Mr.
Dinger will continue to perform consulting services for the Company for a period
of 48 months at a fee of $7,000 per month. During the years ended December 31,
2002, 2001 and 2000, Mr. Dinger was compensated $84,000, $84,000, and $76,500,
respectively, under the agreements.
In October 1998 Mr. Dinger granted an option to the Company to purchase
the 205,248 shares of the Company's common stock held by Mr. Dinger. The option
was for a period of 18 months expiring on April 7, 2000, and the exercise price
of the option was $5.25 per share. On March 6, 2000, Mr. Dinger granted a new
option to the Company, to purchase the 456,067 shares of the Company's common
stock now held by Mr. Dinger. The option is for a period of 48 months. The
exercise price of the option is $5.25 per share for the first two years, and the
option price in the second two-year period is $7.50 per share. The cost of the
option is $4,000 per month for the period of the option or until exercised. As
part of the new option agreement, Mr. Dinger has granted the Board of Directors
of the Company an irrevocable proxy to vote the optioned shares during the term
of the option. In March 2000 Mr. Dinger purchased 250,819 shares of newly issued
restricted common stock of the Company at a price of $2.26 per share. The
Company expended $48,000, $48,000, and $52,500 for the options during the years
ended December 31, 2002, 2001 and 2000, respectively, which were charged to
Additional Paid-in Capital.
The Company incurred costs for consulting services under agreements with
two directors of the Company of $128,000, $133,000, and $124,000 in the years
ended December 31, 2002, 2001 and 2000, respectively. The Company incurred costs
of $2,000, $26,000, and $41,000 in the years ended December 31, 2002, 2001 and
2000, respectively, for legal fees to a firm having a member who is also a
director and an officer of the Company, with these fees primarily related to the
Prometcor environmental matters.
Note 16. SUBSEQUENT EVENTS:
On March 18, 2003, the Company's Board of Directors declared a 5% stock
dividend on the Company's outstanding common stock payable on April 15, 2003.
A stockholder of the Company has reported that it has filed a derivative
action against the Company's directors, among other matters alleging breach of
fiduciary duty, an absence of disinterestedness and use of corporate control to
advance their own interests. The Company is reviewing the complaint and will
vigorously defend these matters and take all such action as it deems
appropriate. At this time, the Company believes that its directors' and
officers' liability insurance coverage is adequate to meet the direct costs of
the litigation; however, the Company is not able to estimate at this time the
extent to which it will incur legal or other expenses in connection with this
proceeding.
FORM 10-K -- ITEM 15 (a) (2) and (d)
RONSON CORPORATION AND ITS WHOLLY OWNED SUBSIDIARIES
LIST OF FINANCIAL STATEMENT SCHEDULES
Schedule I Condensed Financial Information
of Company
INDEPENDENT AUDITORS' REPORT
----------------------------
The Board of Directors
Ronson Corporation:
Under date of February 27, 2003, we reported on the consolidated balance sheets
of Ronson Corporation and subsidiaries as of December 31, 2002 and 2001, and the
related consolidated statements of earnings, and cash flows for each of the
years in the three year period ended December 31, 2002 as contained in the
annual report on Form 10-K for the year 2002. In connection with our audits of
the aforementioned consolidated financial statements, we also audited the
related financial statement schedule as listed in the accompanying index. This
financial statement schedule is the responsibility of the Company's management.
Our responsibility is to express an opinion on this financial statement schedule
based on our audits.
In our opinion, the related financial statement schedule, when considered in
relation to the basic consolidated financial statements taken as a whole,
presents fairly, in all material respects, the information set forth herein.
DEMETRIUS & COMPANY, L.L.C.
Wayne, New Jersey
February 27, 2003, except for Note F,
which is dated March 26, 2003
SCHEDULE I - CONDENSED FINANCIAL INFORMATION OF REGISTRANT
RONSON CORPORATION
- --------------------------------------------------------------------------------
CONDENSED BALANCE SHEETS
(dollars in thousands)
ASSETS
------ December 31,
------------
2002 2001
---- ----
CURRENT ASSETS:
Cash ....................................................................... $ 29 $ --
Other current assets ....................................................... 233 246
-------- --------
Total Current Assets .............................................. 262 246
Property, plant, and equipment ............................................. 252 249
Less accumulated depreciation and amortization ............................. 236 226
-------- --------
16 23
Other assets ............................................................... 4,975 4,794
-------- --------
TOTAL ASSETS ............................................................... $ 5,253 $ 5,063
======== ========
LIABILITIES AND STOCKHOLDERS' EQUITY
------------------------------------
CURRENT LIABILITIES:
Current portion of lease obligations ....................................... $ 5 $ 5
Accounts payable ........................................................... 171 85
Other current liabilities .................................................. 843 439
-------- --------
Total Current Liabilities ......................................... 1,019 529
Long-term lease obligations ................................................ 5 10
Pension obligation ......................................................... 1,771 1,652
COMMITMENTS AND CONTINGENCIES
STOCKHOLDERS' EQUITY:
Preferred stock ............................................................ -- --
Common stock ............................................................... 3,912 3,880
Additional paid-in capital ................................................. 29,250 29,291
Accumulated deficit ........................................................ (26,966) (27,101)
Accumulated other comprehensive loss ....................................... (2,141) (1,602)
-------- --------
4,055 4,468
Less cost of treasury shares:
2002, 66,465 and 2001, 66,484 common shares ............................ 1,597 1,596
-------- --------
2,458 2,872
-------- --------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY ................................. $ 5,253 $ 5,063
======== ========
The Notes to Consolidated Financial Statements of Ronson Corporation and Its
Wholly Owned Subsidiaries are an integral part of these statements. See
accompanying Notes to Condensed Financial Information of Registrant.
SCHEDULE I - CONDENSED FINANCIAL INFORMATION OF REGISTRANT
RONSON CORPORATION
- --------------------------------------------------------------------------------
CONDENSED STATEMENTS OF EARNINGS
(dollars in thousands)
YEAR ENDED DECEMBER 31,
2002 2001 2000
---- ---- ----
Management administration (from wholly
owned subsidiaries eliminated
in consolidation) ...................................................... $ 2,279 $ 2,370 $ 2,523
------- ------- -------
Costs and expenses:
General and administrative expenses .................................... 1,968 1,734 1,444
Interest expense (includes intercompany
interest expense of $ 100, $ 113 and $ 100
in 2002, 2001 and 2000, respectively,
eliminated in consolidation) ........................................ 157 162 150
Non-operating expense - net ............................................ 82 83 89
------- ------- -------
2,207 1,979 1,683
------- ------- -------
EARNINGS BEFORE INCOME TAXES AND
EQUITY IN NET EARNINGS (LOSS)
OF SUBSIDIARIES ........................................................ 72 391 840
Income tax provisions (benefits) ........................................... (70) 106 286
Equity in net earnings (loss) of subsidiaries
(includes earnings from discontinued operations
of $ 170 in 2002) ..................................................... 70 246 (120)
------- ------- -------
NET EARNINGS ............................................................... $ 212 $ 531 $ 434
======= ======= =======
The Notes to Consolidated Financial Statements of Ronson Corporation and Its
Wholly Owned Subsidiaries are an integral part of these statements. See
accompanying Notes to Condensed Financial Information of Registrant.
SCHEDULE I - CONDENSED FINANCIAL INFORMATION OF REGISTRANT
RONSON CORPORATION
- --------------------------------------------------------------------------------
CONDENSED STATEMENTS OF CASH FLOWS
(dollars in thousands)
YEAR ENDED DECEMBER 31,
2002 2001 2000
---- ---- ----
Cash Flows from Operating Activities:
Net earnings .................................. $ 212 $ 531 $ 434
Adjustments to reconcile net earnings
to net cash provided by (used in)
operating activities:
Equity in net (earnings) loss
of subsidiaries ........................ (70) (246) 120
Depreciation and amortization ............. 10 19 21
Deferred income tax expenses (benefits) ... 85 (30) (4)
Increase (decrease) in cash from changes in
current assets and current liabilities . 10 (13) (199)
Increase (decrease) in net advances to
subsidiaries ........................... 75 (272) (989)
Net change in pension-related accounts .... (126) 65 72
Other ..................................... (74) 1 37
----- ----- -----
Net cash provided by (used in)
operating activities .............. 122 55 (508)
----- ----- -----
Cash Flows from Investing Activities:
Net cash used in investing activities,
capital expenditures ................ (3) (3) (10)
----- ----- -----
Cash Flows from Financing Activities:
Proceeds from issuance of common stock ........ 38 -- 576
Payments of long-term lease obligations ....... (5) (4) (5)
Payments of preferred dividends ............... (75) -- --
Other ......................................... (48) (48) (53)
----- ----- -----
Net cash provided by (used in)
financing activities ................ (90) (52) 518
----- ----- -----
Net increase in cash .......................... 29 -- --
Cash at beginning of year ..................... -- -- --
----- ----- -----
Cash at end of year ........................... $ 29 $ -- $ --
===== ===== =====
The Notes to Consolidated Financial Statements of Ronson Corporation and Its
Wholly Owned Subsidiaries are an integral part of these statements. See
accompanying Notes to Condensed Financial Information of Registrant.
SCHEDULE I - CONDENSED FINANCIAL INFORMATION OF REGISTRANT
- ----------------------------------------------------------
RONSON CORPORATION
- ----------------------------------------------------------
NOTES TO CONDENSED FINANCIAL STATEMENTS
NOTE A: Condensed Financial Statements.
The accompanying financial statements should be read in conjunction with
the consolidated financial statements of the Registrant, Ronson Corporation (the
"Company") and its subsidiaries included in the Company's Annual Report on Form
10-K for the year ended December 31, 2002.
The Company's wholly owned subsidiaries in the condensed financial
statements are accounted for by the equity method of accounting.
The Company has authorized 5,000,000 shares of preferred stock with no par
value. Outstanding shares of 12% Cumulative Convertible Preferred Stock were
34,875 at December 31, 2002 and 2001.
The Company has authorized 11,848,106 shares of common stock with a par
value of $1.00, of which 3,842,169 and 3,809,729 were outstanding at December
31, 2002 and 2001, respectively. (Refer to Note F below.)
NOTE B: Other Assets.
December 31,
(in thousands)
---------------
2002 2001
------ ------
Investment in subsidiaries $2,752 $2,787
Deferred income tax assets, net 1,112 868
Intangible pension assets -- 27
Net advances to subsidiaries 843 918
Other 268 194
------ ------
$4,975 $4,794
====== ======
Investment in subsidiaries was eliminated in consolidation. The Company has
amortized the intangible pension assets in accordance with the provisions of
Statement of Financial Accounting Standards ("SFAS") #87, "Employers' Accounting
for Pensions". The net advances to subsidiaries of $843,000 and $918,000 at
December 31, 2002 and 2001, respectively, were eliminated in consolidation.
NOTE C: Unrecognized Net Loss on Pension Plans.
SFAS #87 requires that if the additional minimum liability recorded exceeds
unrecognized prior service cost and the unrecognized net obligation at
transition, that difference, an unrecognized net loss, is to be reported, net of
tax, as a separate component of Stockholders' Equity. This unrecognized net loss
is being amortized over future periods as a component of pension expense.
NOTE D: Income Taxes.
The Company and its domestic subsidiaries have elected to allocate
consolidated federal income taxes on the separate return method. Under this
method of allocation, income tax expenses (benefits) are allocated to the
Company and each subsidiary based on its taxable income (loss) and net operating
loss carryforward.
In accordance with SFAS #109, "Accounting for Income Taxes" the Company is
to record a deferred income tax asset for net operating loss and credit
carryforwards when the ultimate realization is more likely than not. In 2002,
2001 and 2000, the Company and its subsidiaries recorded the expenses (benefits)
of net deferred income tax assets of $20,000, $320,000 and $236,000,
respectively, of which $(19,000), $(30,000) and $(4,000), respectively, were
allocated to the Company.
NOTE E: Statements of Cash Flows.
Certificates of deposit that have a maturity of less than 90 days are
considered cash equivalents for purposes of the accompanying Condensed
Statements of Cash Flows.
NOTE F: Subsequent Events.
On March 18, 2003, the Company's Board of Directors declared a 5% stock
dividend on the Company's outstanding common stock payable on April 15, 2003.
A stockholder of the Company has reported that it has filed a derivative
action against the Company's directors, among other matters alleging breach of
fiduciary duty, an absence of disinterestedness and use of corporate control to
advance their own interests. The Company is reviewing the complaint and will
vigorously defend these matters and take all such action as it deems
appropriate. At this time, the Company believes that its directors' and
officers' liability insurance coverage is adequate to meet the direct costs of
the litigation; however, the Company is not able to estimate at this time the
extent to which it will incur legal or other expenses in connection with this
proceeding.