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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, 2004 or
|_| TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from __________ to __________ .
Commission File No. 1-1031
RONSON CORPORATION
------------------------------------------------------
(Exact name of registrant as specified in its charter)
NEW JERSEY 22-0743290
------------------------ ------------------------------------
(State of incorporation) (I.R.S. Employer Identification No.)
CAMPUS DRIVE, P.O. BOX 6707, SOMERSET, N.J. 08875
------------------------------------------- ----------
(Address of principal executive office) (Zip Code)
Registrant's telephone number: (732) 469-8300
--------------
Securities registered pursuant to Section 12(g) of the Act:
Name of each exchange
Title of each class on which registered
------------------- ---------------------
Common Stock par value Nasdaq SmallCap Market
$1.00 per share
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 $5,274,000 as of June 30, 2004, 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 23, 2005, there were 4,322,317 shares of the registrant's common
stock outstanding, adjusted to reflect a 5% common stock dividend declared on
February 15, 2005.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the Registrant's definitive Proxy Statement for the 2004 Annual
Meeting of Shareholders are incorporated by reference into Part I.
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.
2
TABLE OF CONTENTS
Part I Page
- ------ ----
Item 1. Business. 4
2. Properties. 7
3. Legal Proceedings. 8
4. Submission of Matters to a Vote of Security Holders. 10
Part II
- -------
Item 5. Market for the Company's Common Stock and Related 11
Stockholder Matters and Issuer Purchases of Equity Securities.
6. Selected Financial Data. 12
7. Management's Discussion and Analysis of 12
Financial Condition and Results of Operations.
7A. Quantitative and Qualitative Disclosures 20
about Market Risk.
8. Financial Statements and Supplementary Data. 24
9. Changes in and Disagreements with Accountants 25
on Accounting and Financial Disclosure.
9A. Controls and Procedures. 25
9B. Other Information. 26
Part III
- --------
Item 10. Directors and Executive Officers of the Company, 26
Compliance with Section 16(a) of the Exchange Act.
11. Executive Compensation. 29
12. Security Ownership of Certain Beneficial Owners and 34
Management and Related Stockholder Matters.
13. Certain Relationships and Related Transactions. 36
14. Principal Accountant Fees and Services. 37
Part IV
- -------
Item 15. Exhibits, Financial Statement Schedules and 37
Reports on Form 8-K.
Signatures. 41
Financial Statements. 42
3
PART I
------
Item 1 - DESCRIPTION OF BUSINESS
-----------------------
(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. The
Company's common shares are quoted under the symbol RONC.
The Company's preferred shares were listed on the NASD Over-the-Counter
("OTC") Bulletin Board under the symbol RONCP. On February 12, 2004, the
Company's Board of Directors approved the redemption of the preferred stock
which was completed May 31, 2004 (refer to Note 9 of Notes to Consolidated
Financial Statements).
(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
-----------------
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", and a spot remover under the product tradename "Kleenol". 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.
The consumer products segment has a greater than 10% customer, which is a
distributor, supplying Ronson's products to numerous retailers. Management does
not believe that this segment is substantially dependent on this distributor
because of the presence of many other distributors which provide retailers with
Ronson's consumer products. Sales to this distributor in 2004 and 2003 accounted
for 13% and 16%, respectively, of Consolidated Net Sales of the Company and 22%
and 25%, respectively, of Net Sales of the segment.
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 seven lighter and torch products
- - the "COMET" refillable butane lighter; the Ronson "WINDII" liquid fuel
windproof lighter; the Ronson "AmeroFlame Ignitor", used for lighting
fireplaces, barbecues,
4
camping stoves and candles; the "EURO LITE" and "AMERO LITE" blue point flame
butane lighters, excellent for pipes and cigars; the "Tech Torch", used for
craft and hobby work, cooking specialties, and soldering; and a new torch, the
"AERO TORCH", geared for bigger projects requiring a larger flame. The lighter
products are marketed in the United States and Canada.
The Ronson WINDII windproof lighter is sold 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 established distribution channels.
In 2002 the Company introduced the 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 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.
In 2003 Ronson Consumer Products introduced the EURO LITE and AMERO LITE
blue point flame butane lighters, in both the United States and Canada. The EURO
LITE and AMERO LITE use Ronson Multi-Fill butane fuel injectors and are
manufactured in China in accordance with the Company's engineering and quality
specifications. The EURO LITE and AMERO LITE face strong competition from other
nationally distributed brands and unbranded imports.
In the second half of 2004 the Company began distribution of the COMET, a
new high quality, low cost refillable butane lighter with electronic ignition,
adjustable flame and child-resistance feature. The COMET uses Ronson Multi-Fill
butane fuel injectors, and is manufactured in China in accordance with the
Company's engineering and quality specifications. The COMET is priced
competitively with leading brand name disposable lighters, 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.
Also in the fourth quarter of 2004, the Company began distribution of the
new AERO TORCH, a torch with a larger flame for greater heat output. The new
AERO TORCH is manufactured in Taiwan for the Company in accordance with the
Company's engineering and quality specifications. The AERO TORCH faces
competition from other nationally distributed brands of torches, but the Company
believes the AERO TORCH is a unique product in the marketplace.
(2) Aviation - Fixed Wing Operations and
------------------------------------
Services and Helicopter Services
--------------------------------
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
5
of Properties, (4) 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, 2004, 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 $1,500,000. 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
- ---------------------
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, Inc. ("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 New Jersey Department
of Environmental Protection ("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.
6
SEASONALITY AND METHODS OF COMPETITION
- --------------------------------------
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
- -------------------
The Company's consumer products segment expensed approximately $313,000,
$339,000, and $348,000, during the fiscal years ended December 31, 2004, 2003
and 2002, 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, 2004, the Company and its subsidiaries employed a total
of 109 persons.
CUSTOMER DEPENDENCE
- -------------------
See above under "Consumer Products".
SALES AND REVENUES
- ------------------
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
-------- -------------------
2004 59% 41%
2003 63% 37%
2002 60% 40%
(d) Financial Information About Geographic Areas.
Refer to Note 12 of the Notes to Consolidated Financial Statements.
Item 2 - DESCRIPTION OF PROPERTIES
-------------------------
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 and South Brunswick, 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.
7
(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) South Brunswick, New Jersey
One small facility for shipping and storage of finished goods. In March
2004 RCPC began to occupy this facility which is subject to a lease expiring in
March 2013, with two additional three-year options.
(3) 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.
(4) 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. In March 2004 Ronson Aviation announced
plans for the expansion of its facilities more than sufficient to extend the
lease for five additional five-year terms.
(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 4 (a) above.
(5) 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.
Steel Partners II, L.P., et al v. Louis V. Aronson II, Robert A. Aronson,
- -------------------------------------------------------------------------
Erwin M. Ganz, I. Leo Motiuk, Gerard J. Quinnan, Justin P. Walder,
- ------------------------------------------------------------------
Saul H. Weisman, Carl W. Dinger III and Ronson Corporation
- ----------------------------------------------------------
On March 25, 2003, a derivative lawsuit was filed against the directors of
Ronson in the Superior Court of New Jersey, Chancery Division, Essex County by
Steel Partners II, L.P. and Warren G. Lichtenstein. The lawsuit 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
lawsuit seeks monetary damages on behalf of Ronson as well as equitable relief
to invalidate
8
the Company's shareholder rights agreement and certain consulting agreements, to
enjoin performance of agreements with certain directors and to require the
Company's President and C.E.O. to divest those shares acquired, and not to
acquire additional shares while the shareholder rights agreement has been or
remains in place. A special committee of two independent directors was created
by the Board of Directors of the Company to investigate and evaluate the
allegations made in the lawsuit. The committee concluded that none of the
directors breached any fiduciary duty owed to the Company or its shareholders,
that it is not in the best interests of the Company or its shareholders to
continue legal action against the directors on any of the claims asserted in the
derivative complaint and that the Company seek to dismiss the derivative action.
The Company's directors have vigorously denied the claims and have moved to have
the complaint dismissed. That motion to dismiss was denied in February 2004.
The Company's directors will continue to contest and to vigorously defend
against the claims.
On June 21, 2004, the Superior Court of New Jersey granted the motion of
the Ronson directors, over the objection of Steel Partners II, L.P., to
bifurcate the case. As a result, trial of all claims and defenses in the
derivative suit, other than the defense based upon the report and findings of
the Special Litigation Committee, will be held in abeyance pending trial of the
Special Litigation Committee defense. The trial of the Special Litigation
Committee defense commenced on March 21, 2005.
On July 23, 2004, Ronson Corporation and certain of its directors filed a
Counterclaim and Third-Party Complaint against Steel Partners II, L.P., Warren
G. Lichtenstein and certain close associates -- namely, Jack Howard, Howard M.
Lorber and Ronald Hayes. The Counterclaim and Third-Party Complaint is based
upon the New Jersey Shareholders Protection Act, and seeks compensatory and
punitive damages, costs of suit and interest, as well as entry of a judgment
directing the public disclosure of all limited partners of Steel Partners II,
L.P., and persons acting directly or indirectly in concert with them in
connection with the acquisition or attempted acquisition of stock in, or control
of, Ronson Corporation. All discovery and other proceedings in connection with
the Counterclaim and Third-Party Complaint are being held in abeyance pending
completion of the trial of the Special Litigation Committee defense.
Ronson Corporation, Louis V. Aronson II, Robert A. Aronson, Erwin M. Ganz,
- --------------------------------------------------------------------------
Gerard J. Quinnan, and Justin P. Walder v. Steel Partners II, L.P., Steel
- -------------------------------------------------------------------------
Partners, L.L.C., Warren G. Lichtenstein, Jack Howard, Howard M. Lorber, Ronald
- -------------------------------------------------------------------------------
Hayes, Travis Bradford, et al
- -----------------------------
In June 2003 the Company and certain members of its Board of Directors
filed a complaint in the United States District Court, District of New Jersey,
against Steel Partners II, L.P., Steel Partners L.L.C., Warren G. Lichtenstein,
and others (i) claiming that Steel Partners II, L.P., Steel Partners L.L.C., and
others acting in concert with them had failed to comply with their disclosure
obligations under the federal securities law, and thereby violated Section 13D
of the Securities Exchange Act of 1934, as amended. Several of the named
defendants moved to dismiss the complaint, which motion was granted in December
2003 on the basis of the Court's conclusion that plaintiff's federal securities
claims were "time-barred" by the statute of limitations, and the Court declined
to exercise jurisdiction over the plaintiffs' state law claims. The merits of
the complaint were not considered by the Court. Plaintiffs filed an appeal with
respect to the decision. On January 13, 2005, the United States Court of Appeals
for the Third Circuit affirmed the dismissal by the U.S. District Court of the
lawsuit filed in 2003 by Ronson Corporation, together with several of its
Directors, against Steel Partners II, Warren Lichtenstein, Howard Lorber,
several Steel Partner employees and a number of secret, unidentified investors
of Steel Partners. The dismissal of Ronson Corporation's claims was based solely
on the time requirements of the applicable statute of limitations which bars
9
litigation deemed to be untimely filed. Neither the Federal District Court nor
the Federal Court of Appeals considered the merits of the claims asserted by
Ronson in its Complaint.
Juraj Kosco and Maria Kosco vs. Ronson Consumer Products Corporation, Ronson
- ----------------------------------------------------------------------------
Corporation, Industrial Waste Management, Inc., Cuno Incorporated, XYZ
- ----------------------------------------------------------------------
Corporations #1-10 (fictitious parties), John and/or Jane Does #1-10 (fictitious
- --------------------------------------------------------------------------------
individuals)
- ------------
The plaintiffs, a former employee and his spouse, claim damages for burns
and other injuries allegedly received in an accident occurring during the
employee's performance of his job. The lawsuit was filed in the Superior Court
of New Jersey, Law Division, Middlesex County, on February 10, 2005, and claims
damages totaling $10,000,000. The claimant has received, and is receiving,
workers' compensation benefits related to the incident. Management believes that
damages, if any, awarded in addition to the statutory workers' compensation
benefits, will be well within the Company's insurance coverage.
Item 4 - SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
---------------------------------------------------
(a) At the Company's Annual Stockholders' Meeting (the "Meeting") on
December 9, 2004, the matters set forth in the Company's 2004 Notice of Meeting
and Proxy Statement, which is incorporated herein by reference, were submitted
to the Company's stockholders.
(b) The Election of Directors by 87.7% or more of the votes cast at the
meeting is summarized as follows:
- Ms. Barbara L. Collins was elected as the new Class I director, with a
term expiring at the 2006 Annual Meeting;
- Messrs. Robert A. Aronson, Erwin M. Ganz, and Justin P. Walder were
reelected for three-year terms as Class II directors, expiring at the 2007
Annual Meeting; and
- Mr. Paul H. Einhorn was elected as the new Class III director, with a
term expiring at the 2005 Annual Meeting.
(c) The appointment of Demetrius & Company, L.L.C., independent auditors,
to audit the consolidated financial statements of the Company for the year 2004
was ratified by 88.0% of the votes cast at the Meeting.
The number of affirmative votes, negative votes and abstentions on each
matter is set forth below:
1. ELECTION OF DIRECTORS
FOR % WITHHOLD %
--- - -------- -
Class I (term expires at 2006 Annual Meeting of Stockholders):
Barbara L. Collins 3,235,706 87.7 451,988 12.3
Class II (terms expire at 2007 Annual Meeting of Stockholders):
Robert A. Aronson 3,233,534 87.7 454,160 12.3
Erwin M. Ganz 3,234,359 87.7 453,335 12.3
Justin P. Walder 3,234,388 87.7 453,306 12.3
Class III (term expires at 2005 Annual Meeting of Stockholders):
Paul H. Einhorn 3,234,945 87.7 452,749 12.3
10
2. To ratify the appointment of DEMETRIUS & COMPANY, L.L.C., as independent
auditors for the year 2004.
FOR % AGAINST % ABSTAIN %
--- - ------- - ------- -
3,244,909 88.0 439,996 11.9 2,789 0.1
PART II
-------
Item 5 - MARKET FOR COMPANY'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND
-------------------------------------------------------------------
ISSUER PURCHASES OF EQUITY SECURITIES
-------------------------------------
(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.
2004
--------------------------------------------------
Quarter 1st 2nd 3rd 4th
--------------------------------------------------
High Bid $3.02 $2.98 $2.54 $2.06
Low Bid $1.90 $2.02 $1.28 $1.50
2003
--------------------------------------------------
Quarter 1st 2nd 3rd 4th
--------------------------------------------------
High Bid $0.93 $1.06 $2.61 $2.90
Low Bid $0.78 $0.65 $0.95 $1.76
(b) At March 23, 2005, there were 2,294 stockholders of record of the
Company's common stock.
(c) Dividends -
1. Cash dividends - On February 15, 2005, the Company's Board of
Directors declared a regular quarterly cash dividend of $0.01 per
common share. Cash dividends of $0.01 per share were also declared
and paid during the second, third and fourth quarters of 2004. No
cash dividends were declared or paid during the twelve months ended
December 31, 2003.
2. Stock dividends - On February 15, 2005, the Company's Board of
Directors declared a 5% stock dividend on the Company's outstanding
common stock, in addition to a 5% common stock dividend declared
during each of the last two fiscal years, on February 12, 2004 and
March 18, 2003, respectively. Information regarding the number of
shares and per share amounts has been retroactively adjusted for the
stock dividends declared on the Company's common stock.
(d) See Item 12 below for information as to securities authorized for
issuance under equity compensation plans.
(e) The following table contains information about purchases of equity
securities by the Company and affiliated persons during the fourth quarter of
2004:
11
Issuer Purchases of Equity Securities
- ---------------------------------------------------------------------------------------------------------------
Maximum
Number (or
Approximate
Total Number Dollar Value)
Of Shares of Shares that
Purchased as May Yet Be
Part of Publicly Purchased
Total Number Average Price Announced Under the
of Shares Paid per Plans or Plans or
Period Purchased (1) Share Programs Programs
- ---------------------------------------------------------------------------------------------------------------
October 1 - October 31, 2004 -- $ -- -- --
November 1 - November 30, 2004 4,871 1.94 -- --
December 1 - December 31, 2004 -- -- -- --
----- ----- ----- -----
Total 4,871 $1.94 -- --
===== ===== ===== =====
(1) All transactions for the period were made by Directors of the issuer
as open market purchases.
Item 6 - SELECTED FINANCIAL DATA
-----------------------
The information required by this item is filed with this report on page 43
and is incorporated herein by reference.
Item 7 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
-----------------------------------------------------------------------
OF OPERATIONS
-------------
RESULTS OF OPERATIONS
- ---------------------
2004 Compared to 2003
The Company's Net Sales were $28,483,000 in the year 2004 as compared to
$26,740,000 in the year 2003, an increase of 7%. The Company's Net Earnings in
the year 2004 were $193,000 as compared to $703,000 in the year 2003.
The Company's Earnings from Operations in the year 2004 were $922,000 as
compared to $1,461,000 in the year 2003. The Company's Earnings from Operations
were after other charges of $145,000 and $460,000 (before income taxes) in 2004
and 2003, respectively, due to litigation costs related to a stockholder
derivative action, net of the associated insurance reimbursements.
Ronson Consumer Products
- ------------------------
(in thousands)
Year Ended
December 31,
2004 2003
---- ----
Net sales $16,768 $16,773
Earnings before interest, other items,
intercompany charges, and taxes 1,807 2,610
Earnings before intercompany charges
and taxes 1,691 2,521
Net Sales of consumer products at Ronson Consumer Products ("RCPC"),
Woodbridge, New Jersey, and Ronson Corporation of Canada Ltd. ("Ronson-Canada"),
Mississauga, Ontario, (together "Ronson Consumer Products") were unchanged,
composed of a 4% increase due to increased volume of products sold offset by a
decline of about 4% due to reduced average net selling prices.
12
Cost of Sales, as a percentage of Net Sales, at Ronson Consumer Products
increased to 59% in 2004 from 56% in 2003. The increase in the Cost of Sales
percentage in 2004 was primarily due to increased material costs because of the
increases in the price of oil and to increased personnel costs. The amount of
the Cost of Sales increased in 2004 from 2003 by 5%, composed of about 3% due to
increased product unit costs, 4% due to increased volume of products sold, and
3% due to increased manufacturing costs, partially offset by (5)% resulting from
the effect of a change in the mix of products sold.
Selling, Shipping and Advertising Expenses, as a percentage of Net Sales,
at Ronson Consumer Products increased to 21% in 2004 from 19% in 2003 primarily
due to the increased costs associated with the Company's new warehouse facility
and to increased shipping costs due to higher fuel prices, partially offset by a
reduction in the portion of sales subject to commission.
Interest Expense at Ronson Consumer Products increased to $112,000 in 2004
from $85,000 in 2003 primarily due to increased Short-term and Long-term Debt.
Interest Expense will more likely than not increase in 2005 from 2004 due to
increased Short-term Debt and Long-term Capital Leases.
Ronson Aviation
- ---------------
(in thousands)
Year Ended
December 31,
2004 2003
---- ----
Net sales $11,715 $9,967
Earnings before interest, other items,
intercompany charges, and taxes 1,253 1,454
Earnings before intercompany charges
and taxes 1,158 1,374
Net Sales at Ronson Aviation increased by 18% in 2004 from 2003 primarily
because of an increase in aircraft sales of $1,500,000. Increased aircraft fuel
sales, primarily due to oil price increases, were offset by reduced sales of
maintenance services.
Ronson Aviation's Cost of Sales, as a percentage of Net Sales, increased
to 77% in 2004 from 71% in 2003 primarily due to the change in the mix of
products sold and to the increased cost of aircraft fuel due to higher oil
prices.
Ronson Aviation's Selling, Shipping and Advertising Expenses and General
and Administrative Expenses, as a percentage of Net Sales, were reduced to 8% in
2004 from 11% in 2003 primarily due to the increased sales in 2004.
Interest Expense at Ronson Aviation increased to $100,000 in 2004 from
$67,000 in 2003 primarily due to increased average Short-term Debt in 2004
related to aircraft inventory for sale.
Other Items
- -----------
The General and Administrative Expenses of Corporate and Others were lower
at $1,993,000 in 2004 as compared to $2,143,000 in 2003 primarily due to reduced
professional fees and lower pension expenses as the result of reduced
amortization related to pension asset increases in 2003.
The net Other Charges of $145,000 and $460,000 in 2004 and 2003,
respectively, were the legal fees incurred as a result of the derivative action
filed by a stockholder. The net shareholder litigation expenses are included in
General and Administrative Expenses in the Consolidated Statements of Earnings.
These litigation expenses were net of the associated insurance reimbursements.
13
In 2003 Other-Net included a gain of $63,000 from the sale of vacant land
at Delaware Water Gap, PA.
2003 Compared to 2002
The Company's Net Earnings in the year 2003 were $703,000 as compared to
$212,000 in the year 2002, an increase of over 200%. The Net Earnings in the
year 2002 included Earnings from Discontinued Operations of $170,000 due to
income from an environmental insurance settlement.
The Company's Net Sales were $26,740,000 in the year 2003 as compared to
$23,601,000 in the year 2002, an increase of 13%.
The Company's Earnings from Continuing Operations in the year 2003
increased to $703,000 from $42,000 in the year 2002. The Company's Earnings from
Continuing Operations before Other Charges, Interest, Other Items, and Taxes
increased in 2003 to $1,921,000 from $599,000 in the year 2002.
The Company's Earnings from Continuing Operations before Other Charges,
Expenses and Income Taxes increased to $1,611,000 in the year 2003 from $112,000
in the year 2002. Earnings from Continuing Operations for the year 2003 included
expenses of $460,000 (before income taxes) due to litigation costs related to a
shareholder derivative action, net of the associated insurance reimbursements.
Ronson Consumer Products
- ------------------------
(in thousands)
Year Ended
December 31,
2003 2002
---- ----
Net sales $16,773 $14,232
Earnings before interest, other items,
intercompany charges, and taxes 2,610 1,201
Earnings before intercompany charges
and taxes 2,521 1,019
Net Sales of consumer products at Ronson Consumer Products increased by
18% in 2003 compared to 2002 primarily due to sales of the new Ronson Tech Torch
to Wal-Mart which began in May 2003 and to increased sales of flame accessory
products. The 18% increase in Net Sales at Ronson Consumer Products was composed
of an increase of about 1% due to increased net selling prices and 17% due to
increased volume of products sold.
Cost of Sales, as a percentage of Net Sales, at Ronson Consumer Products
decreased to 56% in 2003 from 58% due primarily to the increased sales, to
reduced packaging costs on certain products, and to improved packaging processes
in 2003. The amount of the Cost of Sales increased in 2003 from 2002 by 14%,
composed of 16% due to increased volume of products sold, partially offset by a
1% reduction due to lower manufacturing costs, and a 1% reduction due to
increased material costs.
Selling, Shipping and Advertising Expenses at Ronson Consumer Products, as
a percentage of Net Sales, decreased to 19% in 2003 from 23% in 2002 primarily
due to the higher sales in 2003 and to a reduction in personnel-related costs.
General and Administrative Expenses, as a percentage of Net Sales, were reduced
to 8% in 2003 from 9% in 2002, primarily due to the higher Net Sales in 2003.
Interest Expense at Ronson Consumer Products decreased by $31,000 to
$85,000 in 2003 from 2002 primarily due to decreases in the level of borrowings.
14
Ronson Aviation
- ---------------
(in thousands)
Year Ended
December 31,
2003 2002
---- ----
Net sales $9,967 $9,369
Earnings before interest, other items,
intercompany charges, and taxes 1,454 1,370
Earnings before intercompany charges
and taxes 1,374 1,305
Net Sales at Ronson Aviation increased by 6% in 2003 from 2002 primarily
because increases in aircraft fuel sales, sales of aircraft maintenance
services, and space rentals were partially offset by lower sales of aircraft and
of charter services.
Ronson Aviation's Cost of Sales, as a percentage of Net Sales, were
unchanged at 71% in 2003 and 2002. Ronson Aviation's Selling, Shipping and
Advertising Expenses and General and Administrative Expenses, as a percentage of
Net Sales, were unchanged at 11% in 2003 and 2002.
Other Items
- -----------
The General and Administrative Expenses of Corporate and Others were
higher at $2,143,000 in 2003 as compared to $1,972,000 in 2002 primarily due to
higher pension expenses as the result of increased amortization related to
pension asset reductions in 2002 and to increased insurance costs in 2003.
The net Other Charges of $460,000 in 2003 were the legal fees incurred in
2003 as a result of the derivative action filed by a stockholder. The net
shareholder litigation expenses are included in General and Administrative
Expenses in the Consolidated Statements of Earnings. These litigation expenses
were net of the associated insurance reimbursements.
In 2003 Other-Net included a gain of $63,000 from the sale of vacant land
at Delaware Water Gap, PA.
Discontinued Operations
- -----------------------
In March 2002 the Company reached settlement with the last insurance
carrier in the Company's 1999 lawsuit to recover incurred and anticipated
environmental cleanup costs, primarily relating to the Company's discontinued
Prometcor operations. The Company had settled with the other insurance carriers
in 2000 and 2001. This last settlement amounted to $600,000, bringing total
recoveries to over $1.8 million. As a result of this final settlement, the
Company had Earnings from Discontinued Operations of $285,000 after related
expenses and before income taxes ($170,000 after taxes) in 2002.
Income Taxes
- ------------
In accordance with Statement of Financial Accounting Standards ("SFAS")
#109, "Accounting for Income Taxes", in 2004, 2003, and 2002, the Company
recognized deferred income tax expenses of $154,000, $313,000, and $20,000,
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, 2004, 2003, and 2002,
were presented net of credits of $110,000, $420,000, and $29,000, respectively,
arising from the utilization of available tax losses and loss carryforwards in
accordance
15
with SFAS #109. In 2004, 2003 and 2002, current income tax expenses (benefits)
were as follows (in thousands):
Year Ended December 31,
2004 2003 2002
---- ---- ----
Federal $ (4) $ 20 $ (5)
State 152 110 47
Foreign 9 5 8
----- ---- ----
Total $ 157 $135 $ 50
===== ==== ====
At December 31, 2004, the Company had net operating loss carryforwards for
federal income tax purposes of approximately $2,800,000 and federal and state
alternative minimum tax credit carryforwards of $96,000. (Refer to Note 3 of the
Notes to Consolidated Financial Statements.)
The Company's effective income tax rate related to Continuing Operations
was 62% in 2004, 39% in 2003, and 63% in 2002. The increase in the effective tax
rate in 2004 was primarily due to the provision of $122,000 for state income tax
related to an assessment of the State of New Jersey. The Company is appealing
the assessment (refer to Note 8 of the Notes to Consolidated Financial
Statements). The increased 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 $3,873,000 at December 31, 2004,
compared to $3,475,000 at December 31, 2003. The increase in Stockholders'
Equity in 2004 was primarily due to the Net Earnings of $193,000 in 2004, and to
a $302,000 reduction, net of related income tax benefits, in the Minimum Pension
Liability Adjustment component of Accumulated Other Comprehensive Loss. This
reduction was primarily due to earnings on Retirement Plan assets greater than
Plan assumptions and to amortization of prior unrecognized losses, partially
offset by cash dividends of $125,000 during 2004.
The Company had a deficiency in working capital of $1,060,000 at December
31, 2004, as compared to working capital of $137,000 at December 31, 2003. The
decrease in working capital was primarily due to: 1) the reclassification of the
June 30, 2005, fixed payment of $492,000 on term loans at Ronson Aviation to
current liabilities from long-term liabilities; and 2) the transfer to current
liabilities of about $859,000 of the long-term portion of pension obligations.
The Company's Inventories increased at December 31, 2004, from December
31, 2003, primarily due to increased Inventories at Ronson Consumer Products
related to new products and to a lower than normal inventory level at December
31, 2003, partially offset by a reduction because there were no aircraft for
sale in Ronson Aviation's inventory at December 31, 2004.
The increase in Buildings and Improvements was due primarily to the
leasehold improvements at RCPC's newly-leased warehouse, financed by $440,000 in
Long-Term Debt provided by the lessor. The increase in Machinery and Equipment
was primarily due to a new production line for RCPC's Multi-Fill butane refills,
financed by a long-term capitalized lease.
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
16
clearance were completed in 2002, with the exception of the costs related to
groundwater which are 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, 2004, Ronson Consumer Products had
unused borrowings available at December 31, 2004, of about $165,000 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 $337,000 under the Fleet line of credit at December 31,
2004.
In January 2005, Fleet and the Company amended the lines of credit with
RCPC and Ronson Aviation, amending certain terms of the agreements. Primarily,
the amendments reduced the interest rates on the lines of credit to 0.5% above
Fleet's prime rate or, at the Company's option, a portion at 2.0% above LIBOR
(the London Interbank Offering Rate).
The Fleet lines of credit with RCPC and Ronson Aviation and the term loans
between Fleet and Ronson Aviation are scheduled to expire on June 30, 2005.
Discussions have begun between Fleet and the Company regarding the renewal of
these lines of credit and term loans. At December 31, 2004, Fleet provided RCPC
and Ronson Aviation with a waiver of their non-compliance with a financial ratio
covenant in the lines of credit.
On February 15, 2005, the Company's Board of Directors declared a 5% stock
dividend on the Company's common stock. The 5% stock dividend will be issued on
April 15, 2005, to stockholders of record April 1, 2005. Information as to the
number of shares and per share amounts has been retroactively adjusted to
reflect this stock dividend.
On May 7, August 17, and November 18, 2004, and on February 15, 2005, the
Company's Board of Directors declared regular quarterly cash dividends on common
stock of $.01 per common share per quarter. The cash dividends were paid on June
18, September 18, and December 17, 2004, and March 18, 2005.
On May 31, 2004, the Company completed the redemption of the remaining
outstanding preferred stock. A total of 20,322 shares were redeemed at a cost of
$46,263, and 14,553 shares were converted into common shares.
Ronson Aviation's property is subject to a long-term lease with an
existing expiration of November 2007. The lease may be extended by Ronson
Aviation for an additional 25 years with an investment in capital improvements
of $1,500,000. In March 2004 Ronson Aviation announced plans to proceed with an
expansion of its facilities to be completed in the second half of 2006 which
will meet the requirements of the lease extension. At December 31, 2004, Ronson
Aviation had expended approximately $167,000 and had outstanding commitments to
expend approximately $120,000 for architectural and engineering services on the
project.
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,
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):
17
Payments Due by Period
-----------------------------------------------------
Contractual Less than 2-3 4-5 After
Obligations Total 1 year years years 5 years
----- --------- ----- ----- -------
Long-term debt $2,396 $ 731 $ 274 $1,114 $277
Capital lease obligations 1,211 259 492 340 120
Operating leases 1,544 451 405 260 428
Other long-term
obligations (1) 2,288 778 1,510 -- --
------ ------ ------ ------ ----
Total contractual
Obligations $7,439 $2,219 $2,681 $1,714 $825
====== ====== ====== ====== ====
Pension obligations (2) $ 859 $ 740 $ 393
====== ====== ======
(1) Other long-term obligations include amounts due under an employment
agreement, a consulting agreement 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. No estimate of contributions after five years can
be made at this time because actuarial gains and losses cannot be
estimated at this time.
The Company will continue to incur interest expenses related to its
outstanding short-term and long-term debt. In the years ended December 31, 2004,
2003, and 2002, the Company's interest expenses were $367,000, $308,000, and
$354,000, respectively. Management expects its interest expenses (excluding
interest related to capital lease obligations) in the years ending December 31,
2005 through 2009 to be approximately (in thousands):
2005 $ 193
2006-2007 314
2008-2009 203
After 2009 55
The estimated interest payments assume: 1) that the long-term debt and
capital lease obligations are repaid according to the maturities; 2) the
Company's revolving loans will continue through 2009 at the same terms and at
the average balances of 2004; 3) interest rates remain at the December 31, 2004,
levels; 4) no aircraft inventory loans will be required; and 5) interest expense
related to capital lease obligations are included in the table of Contractual
Obligations above.
Other commercial commitments include outstanding letters of credit of a
$60,000 standby letter of credit related to Ronson Aviation aircraft on order
from Raytheon Aircraft Corporation, and a standby letter of credit of $150,000
related to the RCPC lease of additional warehouse space.
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 require 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
18
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
Net Sales are recognized by Ronson Consumer Products on the date of
shipment of the product to customers, prior to which an arrangement exists, the
price is fixed, and it has been determined that collectibility is reasonably
assured.
Net Sales at Ronson Aviation are recognized on the date of delivery of the
product or service to customers. For aircraft, this occurs at the time the title
for the aircraft has been transferred and the sales proceeds received. For
aircraft fueling, repairs and other aircraft services, delivery occurs only
after an arrangement exists, the price is fixed, and collectibility is
reasonably assured.
Inventory Valuations
Inventories are valued at lower of cost or market determined by the
average cost 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.
19
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, 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 expenses 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 assets 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.
New Accounting Pronouncement
In November 2004 the FASB issued SFAS No. 151, Inventory Costs, an
amendment of ARB No. 43, Chapter 4, to clarify that abnormal amounts of idle
facility expense, freight, handling costs and wasted material (spoilage) should
be recognized as current period charges, and that fixed production overheads
should be allocated to inventory based on normal capacity of production
facilities. SFAS No. 151 will be effective for our fiscal year beginning January
1, 2006, and since the Company already complies with this statement, its
adoption will not have a material impact on our financial position or results of
operations.
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 ($1,439,000 at December 31, 2004)
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, 2004, consisted of indebtedness in the amount of
$590,000 with a variable rate of interest and $1,806,000 with a fixed rate of
interest which is not subject to change based upon changes in prevailing market
interest rates. Of the long-term debt with fixed interest rates, the $1,431,000
mortgage loan effectively carries a fixed rate of 7.45% due to an interest rate
swap contract even though the loan has a variable rate. Because the interest
rate swap contract is 100% effective, the contract will result in no future
gains or losses being recognized. Based on the Company's average borrowings with
variable interest rates during 2004 and assuming a one percentage point change
in average interest rates, it is estimated that the Company's interest expense
during 2004 would have increased or decreased by approximately $23,000.
The Company is also exposed to changes in foreign currency exchange rates
due to its investment in its Canadian subsidiary, Ronson-Canada and because
approximately 5% of its Consolidated Net Sales were in Canada. As of December
31, 2004, the
20
Company's net investment in Ronson-Canada was approximately $507,000. Because
the Company's foreign currency exchange exposure is limited to one relatively
stable currency and the relatively small size of its net investment in
Ronson-Canada, the Company does not consider this foreign currency exchange
exposure to be material to its financial condition and results of operations.
The cumulative effect of translating balance sheet accounts from the Canadian
dollars into the US dollars at the current exchange rate is included in
Accumulated Other Comprehensive Loss in the Consolidated Balance Sheets.
The Company, due to the nature of its operations, is also exposed to
changes in the prices of fuels. In the years ended December 31, 2004 and 2003,
the Company's cost of fuels included in its consumer products and its cost of
aircraft fuel totaled approximately $3,726,000 and $3,341,000, respectively, or
approximately 20% of Cost of Sales in each year. The price of the fuels
fluctuates more or less in conjunction with oil prices. An increase or decrease
of 1% in the average cost of the Company's fuels would have increased or
decreased the Company's Cost of Sales by approximately $37,000 in 2004. Costs of
fuel also impacts the cost of various other components used in the Company's
products. Increases in the price of fuels, to the extent the Company is not able
to increase the prices of its products to its customers, could have an adverse
impact on the Company's results of operations.
Under its current policies, except for an interest rate swap contract
noted above, 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;
21
* 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.
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
22
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 and promotional
concessions. In this regard, the Company has expanded its customer promotions
and allowances which has negatively impacted, and will likely continue to
impact, the Company's maintenance of 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
23
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 certain 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 historically 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 piston engine(s) aircraft for sale. Loss of availability of such
aircraft and delays in deliveries of aircraft have 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 effect, positive or adverse, 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.
QUARTERLY FINANCIAL INFORMATION (UNAUDITED)
The following table sets forth certain unaudited quarterly consolidated
financial information for each of the two years in the period ending December
31, 2004.
24
(Dollars in thousands, except per share amounts)
First Second Third Fourth Total
Quarter Quarter Quarter Quarter Year
--------------------------------------------------------------
Year Ended December 31, 2004
- ----------------------------
Net sales $ 7,049 $ 6,376 $ 6,979 $ 8,079 $28,483
Gross profit (a) $ 2,572 $ 2,100 $ 2,104 $ 2,174 $ 8,950
Net earnings (loss) $ 275 $ (74) $ 11 $ (19) $ 193
Diluted earnings (loss) per share $ 0.07 $ (0.02) $ 0.00 $ (0.01) $ 0.04
Cash dividends paid per common share $ -- $ 0.01 $ 0.01 $ 0.01 $ 0.03
Other expense included in net
earnings (loss) (b),(c) $ 30 $ 30 $ 9 $ 18 $ 87
Year Ended December 31, 2003
- ----------------------------
Net sales $ 5,838 $ 7,514 $ 6,344 $ 7,044 $26,740
Gross profit (a) $ 1,893 $ 2,704 $ 2,450 $ 2,639 $ 9,686
Net earnings (loss) $ (72) $ 297 $ 203 $ 275 $ 703
Diluted earnings (loss) per share $ (0.02) $ 0.07 $ 0.05 $ 0.07 $ 0.16(d)
Cash dividends paid per common share $ -- $ -- $ -- $ -- $ --
Other expense included in net
earnings (loss) (b),(c) $ 12 $ 126 $ 85 $ 52 $ 275
(a) Net Sales, less Cost of Sales, less a portion of Depreciation and
Amortization.
(b) Items are presented net of income tax effect.
(c) The costs included in the 2004 and 2003 quarters were the legal fees
incurred as a result of the derivative action filed by a shareholder.
(d) Does not add due to rounding.
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, 2004, 2003 and 2002.
Item 9A - CONTROLS AND PROCEDURES
-----------------------
a) Evaluation of Disclosure Controls and Procedures. The Company's Chief
Executive Officer ("CEO") and Chief Financial Officer ("CFO") have evaluated the
effectiveness of the Company's disclosure controls and procedures (as such term
is defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of
1934, as amended (the "Exchange Act")) as of the end of the period covered by
this annual report. Based on such evaluation, such officers have concluded that,
as of the end of the period covered by this annual report, the Company's
disclosure controls and procedures were adequate, are designed to ensure that
material information related to the Company (including its consolidated
subsidiaries) would be made known to the above officers, are effective and
provide reasonable assurance that they will meet their objectives.
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.
25
b) Changes in Internal Controls. There were no significant changes in the
Company's internal controls or in other factors that could significantly affect
these controls in the last fiscal quarter or subsequent to the date of their
evaluation, including any corrective actions with regard to significant
deficiencies and material weaknesses.
Item 9B - OTHER INFORMATION
-----------------
None.
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 nine
(9) 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 82 1952- 2005 President & Chief
Present Executive Officer;
Chairman of Executive
Committee.
Robert A. Aronson 55 1993- 2007 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.
Barbara L. Collins 51 October 2004 2006 Member of Compensation
- Present Committee; President and
CEO of The Whistling Elk,
Chester, NJ, the principal
business of which is home
furnishing and interior
decorating, 1990 to
present; Vice President of
Human Resources of Van
Heusen Retail Division of
Phillips-Van Heusen
Corporation, the principal
business of which is
retail apparel, 1986 to
1990.
26
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)
---------------- --- -------- ------- -----------------------
Paul H. Einhorn 89 October 2004 2005 Chairman of Audit
- Present Committee; Member of
Compensation Committee and
Nominating Committee;
Management Consultant -
CPA, 1985 to present;
Director, Vice Chairman of
Board and Member of
Executive Committee,
Valley National Bank,
Passaic, NJ, 1968 to 1985;
President and CEO,
Universal Manufacturing
Corporation, the principal
business of which was
manufacturing of
fluorescent lighting
components, 1968 to 1990.
Erwin M. Ganz 75 1976- 2007 Member of Executive
Present 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 59 1999- 2005 Member of Audit Committee;
Present Counsel, Windels
Marx Lane & Mittendorf,
LLP, Attorneys at Law, New
Brunswick, NJ; Attorney,
2004 to present; Former
partner in Shanley Fisher,
P.C., Attorneys at Law,
Morristown, NJ, 1990 to
1999.
Gerard J. Quinnan 76 1996- 2006 Member of Compensation
Present Committee and Nominating
Committee, Consultant for
the Company, 1990 to
present, Vice President-
General Manager of Ronson
Consumer Products
Corporation, 1981 to 1990.
27
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)
---------------- --- -------- ------- -----------------------
Justin P. Walder 69 1972- 2007 Secretary; Assistant
Present Corporation Counsel;
Member of Executive
Committee; Principal in
Walder, Hayden & Brogan,
P.A., Attorneys at Law,
Roseland, NJ.
Saul H. Weisman 79 1978- 2006 Member of Audit Committee
Present and Nominating 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.
Audit Committee
The Audit Committee of the Board of Directors reports to the Board
regarding the appointment of the Company's public accountants, the scope and
results of its annual audits, compliance with accounting and financial policies
and management's procedures and policies relative to the adequacy of internal
accounting controls.
The Company's Board of Directors has adopted a written charter for the
Audit Committee which can be found on the investor relations page of the
Company's website www.ronsoncorp.com.
The Audit Committee consists of three independent directors: Messrs.
Einhorn (Chairman), Motiuk, and Weisman. Each member of the Audit Committee is
an independent director, as independence is defined in the listing standards of
the NASDAQ relating to audit committee members. Each member of the Audit
Committee is "financially literate" as required by NASDAQ rules. The Board of
Directors has determined that Mr. Einhorn, the Audit Committee Chairman, is an
"audit committee financial expert" as defined by regulations adopted by the
Securities and Exchange Commission and meets the qualifications of "financial
sophistication" in accordance with NASDAQ rules. Stockholders should understand
that these designations related to our Audit Committee members' experience and
understanding with respect to certain accounting and auditing matters do not
impose upon any of them any duties, obligations or liabilities that are greater
than those generally imposed on a member of the Audit Committee or of the Board.
(b) Identification of executive officers.
28
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, 2007:
Positions and Offices
Period Served with Company;
Name Age as Officer Family Relationships
- --------------------- --- ---------- ---------------------
Louis V. Aronson II.. 82 1953 - Present President & Chief Executive
Officer; Chairman of the
Executive Committee;
Director.
Daryl K. Holcomb..... 54 1996 - Present Vice President & Chief
Financial Officer,
Controller & Treasurer;
1993 - 1996 Chief Financial Officer,
Controller & Treasurer;
1988 - 1993 Controller & Treasurer;
No family relationship.
Justin P. Walder..... 69 1989 - Present Secretary;
1972 - Present Assistant Corporation Counsel;
Director;
No family relationship.
Messrs. L.V. Aronson and Holcomb have been employed by the Company in an
executive capacity for at least the five-year period immediately preceding the
date hereof. Mr. Walder has been Secretary, Assistant Corporation Counsel and
Director of the Company and a principal in Walder, Hayden & Brogan, P.A.,
Attorneys at Law, for at least the five-year period 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.
(d) Code of ethics.
The Company has adopted a code of ethics entitled, Standards of Integrity,
applicable to it and all its subsidiaries. The Standards of Integrity are an
integral part of the Company's business conduct compliance program and embody
the commitment of the Company and its subsidiaries to conduct operations in
accordance with the highest legal and ethical standards. A copy of the Standards
of Integrity may be obtained without charge upon written request to: Investor
Relations, Ronson Corporation, P.O. Box 6707, Somerset, NJ 08875-6707.
Item 11 - EXECUTIVE COMPENSATION
----------------------
SUMMARY COMPENSATION TABLE
The Summary Compensation Table presents compensation information for the
years ended December 31, 2004, 2003, and 2002, for the Chief Executive Officer
and the other executive officer of the Company whose salary and bonus exceeded
$100,000.
29
SUMMARY COMPENSATION TABLE
- --------------------------
Long-Term
Compensa- All
Annual Compensation tion Other
Name and ------------------- ---------- Compen-
Principal Salary Bonus Options/ sation
Position Year ($) ($)(1) SARS(#)(2) ($)(3)
-------- ---- ------ ------ ---------- ------
Louis V. Aronson II 2004 $616,120 $ 51,788 -- $ 19,435
President & Chief 2003 616,120 70,570 -- 19,005
Executive Officer 2002 618,822 -- 23,153 16,911
Daryl K. Holcomb 2004 165,000 19,122 -- 3,809
Vice President & 2003 157,813 25,454 -- 3,156
Chief Financial 2002 157,500 -- 11,576 3,575
Officer, Controller
& 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 February 15, 2005.
(3) In 2004 All Other Compensation included matching credits by the Company
under its Employees' Savings Plan (Mr. L.V. Aronson, $4,100; Mr. Holcomb,
$3,809) and the cost of term life insurance included in split-dollar life
insurance policies (Mr. L.V. Aronson, $15,336).
OPTION GRANTS IN LAST FISCAL YEAR
- ---------------------------------
None.
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, 2004. "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 (4)(5) FY-End (3)
Acquired -------------------------- --------------------------
on Value (1) Exercis- Unexercis- Exercis- Unexercis-
Name Exercise Realized able (2) able able able
---- -------- -------- -------- ---- ---- ----
L.V. Aronson II 9,116 $ 3,952 -- -- $ -- $ --
D.K. Holcomb 5,469 546 21,416 -- 18,349 --
Footnotes
- ---------------
(1) The value realized equals the market value of the common stock acquired on
the date of exercise minus the exercise price.
30
(2) The exercisable options held by the named executive officers at December 31,
2004 are exercisable at any time and expire on July 6, 2006, and September 12,
2007.
(3) 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, 2004 to
the option prices.
(4) The exercise prices of the options held at December 31, 2004 were as
follows:
Number Exercise Price
------ --------------
D.K. Holcomb 9,840 $ 0.9905
11,576 0.9823
(5) The number of shares acquired on exercise and of unexercised options held at
December 31, 2004, has been adjusted for the 5% common stock dividend declared
February 15, 2005.
LONG-TERM INCENTIVE PLANS
None.
PENSION PLANS
No named executive officer is a participant in the Company's defined
benefit pension plan.
COMPENSATION OF DIRECTORS
Effective October 21, 2004, directors who are not officers of the Company
receive an annual fee of $10,000 and, in addition, are compensated at the rate
of $750 for each meeting of the Company's Board of Directors actually attended
and $450 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 has been 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, provided for a
term expiring December 31, 2004. The employment contract provided for the
payment of a base salary which is to be increased 7% as of January 1 of each
year. Mr. L.V. Aronson waived a 7% salary increase due January 1, 2004. Also,
Mr. L.V. Aronson had waived a 7% salary increase due January 1, 2003, under the
terms of the existing 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.
On November 24, 2003, the Company and Mr. L.V. Aronson entered into a new
employment agreement which became effective upon the December 31, 2004
expiration of the existing agreement. The new three-year agreement provides for
a term expiring on December 31, 2007, and provides for the payment of a base
salary which is to be increased 3.5% as of January 1 of each year beginning in
2005, subject to the Company
31
reporting operating earnings in the year prior to each increase. Mr. L.V.
Aronson waived the 3.5% increase due on January 1, 2005. Both the existing and
new contracts also provide 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. The Company has purchased term insurance to provide coverage for
a substantial portion of the potential death benefit. Under both of the
employment contracts, 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 contracts also provide 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 contracts.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
The Board of the Company, as a whole, has historically provided overall
guidance of the Company's executive compensation program. All members of the
Board have participated 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 has participated 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, 2006, which is cancelable at any time by either party with 180 days
notice and effective January 1, 2005, provides compensation at the annual rate
of $95,000, plus participation in the Company's health and life insurance plans
and the use of an automobile. In the year ended December 31, 2004, Mr. Ganz was
compensated $87,500 for his services. Mr. Quinnan provides consulting services
for the Company at a specified daily rate. In 2004 Mr. Quinnan was compensated
$24,300 for his services.
REPORT ON EXECUTIVE COMPENSATION
As stated above, the Board, as a whole, has provided 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 reviewed and approved the salaries of all of the other executive
officers. Prior to the beginning of the fiscal year, the Board reviewed and
approved 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 reviewed and approved all awards under
the Company's ISO Plans.
On October 21, 2004, the Board formed a separate Compensation Committee
composed of Ms. Collins and Messrs. Einhorn and Quinnan. The Compensation
Committee is now responsible for making recommendations to the Board regarding
the executive compensation program.
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
32
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 2004 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 2004 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 2004 options were granted to one key employee of the Company.
The above report is presented by the Board of Directors:
Louis V. Aronson II I. Leo Motiuk
Robert A. Aronson Gerard J. Quinnan
Barbara L. Collins Justin P. Walder
Paul H. Einhorn Saul H. Weisman
Erwin M. Ganz
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, 2004, 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,
1999 2000 2001 2002 2003 2004
---- ---- ---- ---- ---- ----
Ronson Corporation $100.00 $ 56.74 $ 81.70 $ 49.57 $118.35 $101.70
NASDAQ Stock Market
Index 100.00 60.31 47.84 33.07 49.45 53.81
Russell 2000 Index 100.00 96.98 99.39 79.03 116.37 137.71
This comparison assumes that $100 was invested in the Company's Common
Stock on December 31, 1999, in the NASDAQ Stock Market (U.S. Companies) Index
and in the Russell 2000 Index, and that dividends are reinvested.
33
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 1,215,456(1) 28.12%(1)
Campus Drive
P.O. Box 6707
Somerset, New Jersey 08875
Carl W. Dinger III Common 506,480(2) 11.72%(2)
P.O. Box 150
Green Village, New Jersey 07935
Steel Partners II, L.P. Common 417,205(3) 9.65%(3)
590 Madison Avenue
32nd Floor
New York, New York 10022
Howard M. Lorber Common 327,384(4) 7.57%(4)
70 East Sunrise Highway
Valley Stream, New York 11581
(1) The Ronson Corporation Retirement Plan ("Retirement Plan") is the
beneficial owner of 208,214 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 increased to 1,423,670 shares, or 32.94% 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 dividend
declared February 15, 2005.
(2) 506,480 shares of common stock owned directly, adjusted for the 5% common
stock dividend declared February 15, 2005. This information was from a
Form 4 filed by Mr. Dinger on December 8, 2004. 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.)
(3) 417,205 shares of common 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 filed with the SEC on January
26, 2004, by Steel
34
Partners II, L.P., and Mr. Lichtenstein, adjusted for the 5% common stock
dividends declared through February 15, 2005.
(4) 327,384 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 through February 15, 2005.
(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 23, 2005, and the percentage of
the total shares of common stock outstanding on March 23, 2005, 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 1,215,456(3) 28.12%
Robert A. Aronson 15,337 (1)
Barbara L. Collins 1,050 (1)
Paul H. Einhorn 9,840 (1)
Erwin M. Ganz 46,688(3) 1.08%
I. Leo Motiuk 9,876 (1)
Gerard J. Quinnan 12,141 (1)
Justin P. Walder 72,611 1.68%
Saul H. Weisman 24,962 (1)
Daryl K. Holcomb 58,532 1.35%
All directors and
officers as a group
(ten (10) individuals
including those named
above) 1,466,493 33.60%
(1) Shares owned beneficially are less than 1% of total shares
outstanding.
(2) Shares listed as owned beneficially include 42,784 shares subject to
option under the Ronson Corporation 1996 and 2001 Incentive Stock
Option Plans as follows:
Number of Common Shares
Under Option
-----------------------
Robert A. Aronson 2,639
Erwin M. Ganz 6,582
Justin P. Walder 8,682
Saul H. Weisman 3,465
Daryl K. Holcomb 21,416
All directors and officers
as a group (ten (10)
individuals including
those named above) 42,784
(3) Does not include 208,214 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
35
would be increased to 1,423,670 shares, or 32.94% of the class;
however, if the shares held by the Retirement Plan were not included
in Mr. L.V. Aronson's beneficial ownership but instead were included
in Mr. Ganz's beneficial ownership, Mr. Ganz's beneficial ownership
would be 254,902 shares, or 5.89% 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 96,212 $ .985 70,639
Equity compensation
plans not approved
by security holders None N/A None
Total 96,212 $ .985 70,639
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 ending on April 7, 2000. The Company and Mr. Dinger entered into a
second consulting agreement effective upon the expiration date of the original
agreement. This agreement provided that Mr. Dinger continue to perform
consulting services for the Company through April 7, 2004 at a fee of $7,000 per
month. During 2004 the agreement was extended on a month-to-month basis through
July 7, 2004. A new consulting agreement was effective on July 8, 2004, which
provides that Mr. Dinger continue to perform consulting services at a fee of
$7,000 per month for the Company for a period of thirty-six months through July
7, 2007. Mr. Dinger was compensated $84,000 during each of the years ended
December 31, 2004, 2003 and 2002, under the agreements.
In October 1998 Mr. Dinger granted an option to the Company to purchase
the 186,166 shares of the Company's common stock then 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. In 2000 Mr. Dinger granted a new option
to the Company, to purchase the shares of the Company's common stock held by Mr.
Dinger. The option was for a period of 48 months, expiring April 7, 2004. The
exercise price of the option was $5.25 per share for the first two years and
$7.50 per share in the second two-year period. The cost of the option was $4,000
per month for the period of the
36
option or until exercised. In March 2000 Mr. Dinger purchased 276,528 shares of
newly issued restricted common stock of the Company at a price of $2.06 per
share. During 2004 the option agreement was extended on a month-to-month basis
through July 7, 2004. A new option agreement was effective on July 8, 2004. The
new option granted by Mr. Dinger is for a period of 36 months, expiring on July
7, 2007. The exercise price of the option is $6.50 per share for the 506,480
shares now held by Mr. Dinger. The cost of the option is $4,000 per month for
the period of the option or until exercised. As part of each of the option
agreements, 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. The
Company expended $48,000 for the options during each of the years ended December
31, 2004, 2003 and 2002, which were charged to Additional Paid-in Capital.
During the year ended December 31, 2004, the Company and Ronson Consumer
Products were provided printing services by Michael Graphics, Inc., a New Jersey
corporation, amounting to $82,488. A greater than 10% shareholder of Michael
Graphics, Inc. is the son-in-law of the Company's president.
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 - PRINCIPAL ACCOUNTANT FEES AND SERVICES
--------------------------------------
The fees billed for services provided to the Company by Demetrius &
Company, L.L.C., for the year ended December 31, 2004 and 2003, were as follows:
2004 2003
---- ----
Audit fees $80,400 $82,600
Audit-related fees -- --
Tax fees, principally related to
tax return preparation 14,000 15,900
All other fees -- 575
The Audit Committee of the Board of Directors pre-approves substantially
all of the services of the Company's auditing firm. These pre-approved services
are approved by the Audit Committee based upon "not to exceed" proposals in
advance of the Company's Annual Meeting of Stockholders. In the year ended
December 31, 2003, fees from services provided which had not been pre-approved,
but were subsequently reviewed and approved, were $1,000 (none in 2004).
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.
37
(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 December 3, 2003,
the Company, RCPC and Fleet extended the mortgage loan. The amendments to the
mortgage loan were attached to the Company's Form 8-K filed January 6, 2004, as
Exhibits 10(a)-10(d).
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,
2004, filed with this report pursuant to Item 8, which is incorporated herein by
reference.
The Company has been 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. On November 24, 2003, the Company and Mr. Aronson entered
into a new three-year employment agreement which became effective upon the
December 31, 2004 expiration of the existing agreement. The new agreement
provides for a term expiring on December 31, 2007. The
38
new agreement was attached to the Company's Form 8-K filed January 6, 2004, as
Exhibit 10(e).
(20) Other documents or statements to security holders.
The Ronson Corporation Notice of Meeting of Stockholders held on December
9, 2004, and Proxy Statement was filed on November 5, 2004, 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
Foreign
-------
Ronson Corporation of Canada Ltd. Canada
The Company also holds 100% of the voting power of five 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).
31.1(a) and (b) Rule 13a-14(a)/15d-14(a) Certifications pursuant to
Section 302 of the Sarbanes-Oxley Act of 2002.
32.1 Section 1350 Certification pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002 (furnished but not filed for purposes of the
Securities Exchange Act of 1934).
(99) Additional exhibits.
(a) None.
(b) Reports on Form 8-K filed.
On October 27, 2004, the Company filed a report on Form 8-K
with the Securities and Exchange Commission providing information in response to
Items 2.02 and 5.02 of such report. No financial statements or pro forma
financial information were included in the report.
On November 29, 2004, the Company filed a report on Form 8-K
with the Securities and Exchange Commission providing information in response to
Item 8.01 of such report. No financial statements or pro forma financial
information were included in the report.
On December 22, 2004, the Company filed a report on Form 8-K
with the Securities and Exchange Commission providing information in response to
Item 8.01 of such report. No financial statements or pro forma financial
information were included in the report.
39
On January 18, 2005, the Company filed a report on Form 8-K
with the Securities and Exchange Commission providing information in response to
Item 8.01 of such report. No financial statements or pro forma financial
information were included in the report.
On January 21, 2005, the Company filed a report on Form 8-K
with the Securities and Exchange Commission providing information in response to
Item 8.01 of such report. No financial statements or pro forma financial
information were included in the report.
On February 16, 2005, the Company filed a report on Form 8-K
with the Securities and Exchange Commission providing information in response to
Item 8.01 of such report. No financial statements or pro forma financial
information were included in the report.
On March 7, 2005, the Company filed a report on Form 8-K with
the Securities and Exchange Commission providing information in response to Item
2.02 of such report. No financial statements or pro forma financial information
were included in the report.
40
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 30, 2005 By: /s/ Louis V. Aronson II
------------------------------------
Louis V. Aronson II, President &
Chief Executive Officer and Director
Dated: March 30, 2005 By: /s/ Daryl K. Holcomb
------------------------------------
Daryl K. Holcomb, Vice President &
Chief Financial Officer, Controller
and Treasurer
Dated: March 30, 2005 By: /s/ Justin P. Walder
------------------------------------
Justin P. Walder, Secretary and
Director
Dated: March 30, 2005 By: /s/ Robert A. Aronson
------------------------------------
Robert A. Aronson, Director
Dated: March 30, 2005 By: /s/ Barbara L. Collins
------------------------------------
Barbara L. Collins, Director
Dated: March 30, 2005 By: /s/ Paul H. Einhorn
------------------------------------
Paul H. Einhorn, Director
Dated: March 30, 2005 By: /s/ Erwin M. Ganz
------------------------------------
Erwin M. Ganz, Director
Dated: March 30, 2005 By: /s/ I. Leo Motiuk
------------------------------------
I. Leo Motiuk, Director
Dated: March 30, 2005 By: /s/ Gerard J. Quinnan
------------------------------------
Gerard J. Quinnan, Director
Dated: March 30, 2005 By: /s/ Saul H. Weisman
------------------------------------
Saul H. Weisman, Director
41
ANNUAL REPORT ON FORM 10-K
ITEM 8
FINANCIAL STATEMENTS
YEAR ENDED DECEMBER 31, 2004
RONSON CORPORATION
SOMERSET, NEW JERSEY
42
RONSON CORPORATION FIVE-YEAR SELECTED FINANCIAL DATA
- ----------------------------------------------------
Dollars in thousands (except per share data)
2004 2003 2002 2001 2000
---- ---- ---- ---- ----
Net sales $ 28,483 $ 26,740 $ 23,601 $ 28,705 $ 27,759
Earnings from continuing
operations $ 193 $ 703 $ 42 $ 531 $ 434
Total assets $ 13,942 $ 12,603 $ 12,888 $ 12,627 $ 15,192
Long-term obligations $ 2,898 $ 3,317 $ 4,321 $ 4,460 $ 4,681
Per common share (1,2):
Earnings from continuing
operations:
Basic $ 0.04 $ 0.16 $ 0.01 $ 0.12 $ 0.10
Diluted $ 0.04 $ 0.16 $ 0.01 $ 0.12 $ 0.10
Cash dividends declared $ 0.03 $ -- $ -- $ -- $ --
(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 and 2000, 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 February 15, 2005, payable on April 15, 2005. Previously, 5% stock
dividends on the Company's outstanding common stock were issued on April
15, 2004, 2003, and 2002.
(3) A cash dividend of $0.01 per share was paid on June 18, September 17 and
December 17, 2004 to stockholders of record on June 1, September 1 and
December 1, 2004, respectively.
43
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, 2004 and 2003
Consolidated Statements of Earnings - Years Ended
December 31, 2004, 2003 and 2002
Consolidated Statements of Changes in Stockholders' Equity -
Years Ended December 31, 2004, 2003 and 2002
Consolidated Statements of Cash Flows - Years Ended
December 31, 2004, 2003 and 2002
Notes to Consolidated Financial Statements
44
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Board of Directors and
Stockholders of Ronson Corporation
We have audited the accompanying consolidated balance sheets of Ronson
Corporation and subsidiaries as of December 31, 2004 and 2003, 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, 2004.
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 the standards of the Public Company
Accounting Oversight Board (United States). Those standards require that we plan
and perform the audit 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 consolidated financial statements referred to above present
fairly, in all material respects, the financial position of Ronson Corporation
and subsidiaries as of December 31, 2004 and 2003, and the results of their
operations and their cash flows for each of the years in the three-year period
ended December 31, 2004 in conformity with accounting principles generally
accepted in the United States of America.
DEMETRIUS & COMPANY, L.L.C.
Wayne, New Jersey
March 8, 2005
45
RONSON CORPORATION AND ITS WHOLLY OWNED SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
---------------------------
Dollars in thousands
ASSETS
------
December 31,
---------------------------
2004 2003
---- ----
CURRENT ASSETS:
Cash and cash equivalents .................................... $ 599 $ 664
Accounts receivable, less allowances for doubtful accounts
of : 2004, $84 and 2003, $76 .............................. 1,876 2,198
Inventories:
Finished goods ............................................ 1,625 1,495
Work in process ........................................... 88 25
Raw materials ............................................. 621 383
---------- ----------
2,334 1,903
Other current assets ......................................... 1,302 1,183
---------- ----------
TOTAL CURRENT ASSETS .................... 6,111 5,948
PROPERTY, PLANT AND EQUIPMENT:
Land ......................................................... 6 6
Buildings and improvements ................................... 5,333 4,782
Machinery and equipment ...................................... 8,707 7,232
Construction in progress ..................................... 261 53
---------- ----------
14,307 12,073
Less accumulated depreciation and amortization ............... 8,791 8,029
---------- ----------
5,516 4,044
OTHER ASSETS ................................................. 2,315 2,611
---------- ----------
$ 13,942 $ 12,603
========== ==========
See notes to consolidated financial statements.
46
RONSON CORPORATION AND ITS WHOLLY OWNED SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
---------------------------
Dollars in thousands (except share data)
LIABILITIES AND STOCKHOLDERS' EQUITY
------------------------------------
December 31,
-------------------------------
2004 2003
---- ----
CURRENT LIABILITIES:
Short-term debt ..................................................................... $ 1,439 $ 847
Current portion of long-term debt ................................................... 731 293
Current portion of lease obligations ................................................ 195 32
Accounts payable .................................................................... 1,786 1,632
Accrued expenses .................................................................... 3,020 3,007
----------- -----------
TOTAL CURRENT LIABILITIES ...................................... 7,171 5,811
LONG-TERM DEBT ...................................................................... 1,665 1,926
LONG-TERM LEASE OBLIGATIONS ......................................................... 826 20
PENSION OBLIGATIONS ................................................................. 138 1,132
OTHER LONG-TERM LIABILITIES ......................................................... 269 239
COMMITMENTS AND CONTINGENCIES ....................................................... -- --
STOCKHOLDERS' EQUITY:
Preferred stock, no par value, authorized 5,000,000 shares:
12% cumulative convertible, $0.01 stated value;
outstanding, 2004, none and 2003, 34,875 ......................................... -- --
Common stock, par value $1
2004 2003
---- ----
Authorized shares ........................... 11,848,106 11,848,106
Reserved shares ............................. 96,212 185,768
Issued (including treasury) ................. 4,399,226 4,333,811 4,399 4,334
Additional paid-in capital .......................................................... 29,652 29,723
Accumulated deficit ................................................................. (27,140) (27,189)
Accumulated other comprehensive loss ................................................ (1,441) (1,796)
----------- -----------
5,470 5,072
Less cost of treasury shares:
2004, 76,909 and 2003, 76,894 ................................................... 1,597 1,597
----------- -----------
TOTAL STOCKHOLDERS' EQUITY ..................................... 3,873 3,475
----------- -----------
$ 13,942 $ 12,603
=========== ===========
See notes to consolidated financial statements.
47
RONSON CORPORATION AND ITS WHOLLY OWNED SUBSIDIARIES
CONSOLIDATED STATEMENTS OF EARNINGS
- -----------------------------------
Dollars in thousands (except per share data)
Year Ended December 31,
-------------------------------------------------
2004 2003 2002
---- ---- ----
NET SALES ................................................................. $ 28,483 $ 26,740 $ 23,601
----------- ----------- -----------
Cost and expenses:
Cost of sales ......................................................... 18,884 16,451 14,874
Selling, shipping and advertising ..................................... 3,526 3,164 3,304
General and administrative ............................................ 4,379 5,006 4,153
Depreciation and amortization ......................................... 772 658 671
----------- ----------- -----------
27,561 25,279 23,002
----------- ----------- -----------
EARNINGS FROM CONTINUING OPERATIONS
BEFORE INTEREST AND OTHER ITEMS ....................................... 922 1,461 599
----------- ----------- -----------
Other expense:
Interest expense ...................................................... 367 308 354
Other-net ............................................................. 51 2 133
----------- ----------- -----------
418 310 487
----------- ----------- -----------
EARNINGS FROM CONTINUING OPERATIONS
BEFORE INCOME TAXES ................................................... 504 1,151 112
Income tax provisions ..................................................... 311 448 70
----------- ----------- -----------
EARNINGS FROM CONTINUING OPERATIONS ....................................... 193 703 42
Earnings from discontinued operations (net of tax
provision of $115) .................................................... -- -- 170
----------- ----------- -----------
NET EARNINGS .............................................................. $ 193 $ 703 $ 212
=========== =========== ===========
EARNINGS PER COMMON SHARE:
Basic:
Earnings from continuing operations ................................... $ 0.04 $ 0.16 $ 0.01
Earnings from discontinued operations ................................. -- -- 0.04
----------- ----------- -----------
Net earnings .......................................................... $ 0.04 $ 0.16 $ 0.05
=========== =========== ===========
Diluted:
Earnings from continuing operations ................................... $ 0.04 $ 0.16 $ 0.01
Earnings from discontinued operations ................................. -- -- 0.04
----------- ----------- -----------
Net earnings .......................................................... $ 0.04 $ 0.16 $ 0.05
=========== =========== ===========
See notes to consolidated financial statements.
48
RONSON CORPORATION AND ITS WHOLLY OWNED SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY
----------------------------------------------------------
For the Years Ended December 31, 2004, 2003 and 2002
Dollars in thousands
12%
Cumulative Accumulated Compre-
Convertible Additional Other Treasury hensive
Preferred Common Paid-in Accumulated Comprehensive Stock Income
Stock Stock Capital Deficit Loss (at cost) Total (Loss)
----------- ----- ---------- ----------- ------------- --------- ----- --------
Balance at December 31, 2001 ...... $ -- $ 4,275 $ 29,815 $(28,020) $ (1,602) $ (1,596) $ 2,872
-------- -------- -------- -------- -------- -------- -------
Net earnings - 2002 ............... 212 212 $ 212
-------
Dividends ......................... (77) (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 ...... 36 3 39
Stock option purchased ............ (48) (48)
Treasury shares ................... (1) (1)
-------- -------- -------- -------- -------- -------- -------
Balance at December 31, 2002 ...... -- 4,311 29,770 (27,885) (2,141) (1,597) 2,458
-------- -------- -------- -------- -------- -------- -------
Net earnings - 2003 ............... 703 703 $ 703
-------
Dividends ......................... (7) (7)
Translation adjustment, net of tax 58
Pensions, net of tax .............. 287
-------
Other comprehensive income ........ 345 345 345
-------
Comprehensive income .............. $ 1,048
=======
Shares issued for:
Stock options exercised ...... 23 1 24
Stock option purchased ............ (48) (48)
-------- -------- -------- -------- -------- -------- -------
Balance at December 31, 2003 ...... -- 4,334 29,723 (27,189) (1,796) (1,597) 3,475
-------- -------- -------- -------- -------- -------- -------
Net earnings - 2004 ............... 193 193 $ 193
-------
Dividends ......................... (125) (125)
Translation adjustment, net of tax 63
Other comprehensive loss on swap .. (10)
Pensions, net of tax .............. 302
-------
Other comprehensive income ........ 355 355 355
-------
Comprehensive income .............. $ 548
=======
Fair value of stock options
granted, net of tax .......... 3 3
Shares issued for:
Stock options exercised ...... 48 18 66
Preferred shares converted ... 17 (17) --
Preferred shares redeemed .... (27) (19) (46)
Stock option purchased ............ (48) (48)
-------- -------- -------- -------- -------- -------- -------
Balance at December 31, 2004 ...... $ -- $ 4,399 $ 29,652 $(27,140) $ (1,441) $ (1,597) $ 3,873
======== ======== ======== ======== ======== ======== =======
SHARE ACTIVITY
-----------------------------------
12%
Cumulative
Convertible
Preferred Common Treasury
Stock Stock Stock
----------- --------- ---------
Balance at December 31, 2001 ...... 34,875 4,274,916 76,894
Shares issued for:
Stock options exercised ..... 35,742
--------- --------- ---------
Balance at December 31, 2002 ...... 34,875 4,310,658 76,894
Shares issued for:
Stock options exercised ..... 23,153
--------- --------- ---------
Balance at December 31, 2003 ...... 34,875 4,333,811 76,894
Shares issued for:
Stock options exercised ...... 47,744
Preferred stock converted .... (14,553) 17,672 15
Preferred stock redeemed ..... (20,322)
--------- --------- ---------
Balance at December 31, 2004 ...... -- 4,399,226 76,909
========= ========= =========
See notes to consolidated financial statements.
49
RONSON CORPORATION AND ITS WHOLLY OWNED SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
-------------------------------------
Dollars in thousands
Year Ended December 31,
--------------------------------------------------
2004 2003 2002
---- ---- ----
Cash Flows from Operating Activities:
Earnings from continuing operations .......................... $ 193 $ 703 $ 42
Adjustments to reconcile earnings from
continuing operations to net cash provided
by operating activities:
Depreciation and amortization ............................ 772 658 671
Deferred income tax provisions ........................... 154 313 20
Increase (decrease) in cash from changes in:
Accounts receivable ................................... 293 (404) (31)
Inventories ........................................... (431) 434 (499)
Other current assets .................................. (148) 36 (17)
Accounts payable ...................................... 183 (37) 34
Accrued expenses ...................................... (193) 331 (235)
Other non-current assets and other long-term
liabilities ......................................... (23) (105) (33)
Net change in pension-related accounts ................... (264) (24) (103)
Loss (gain) on disposal of fixed assets .................. -- (63) 56
Effect of exchange rate changes .......................... 63 54 2
Discontinued operations .................................. (5) (42) 451
---------- ---------- ----------
Net cash provided by operating activities ............. 594 1,854 358
---------- ---------- ----------
Cash Flows from Investing Activities:
Capital expenditures ......................................... (687) (422) (908)
Proceeds from sale of property, plant & equipment ............ -- 76 --
---------- ---------- ----------
Net cash used in investing activities ................. (687) (346) (908)
---------- ---------- ----------
Cash Flows from Financing Activities:
Proceeds from long-term debt ................................. -- -- 8
Proceeds from short-term debt ................................ 3,219 495 1,764
Proceeds from issuance of common stock ....................... 65 24 39
Payments of long-term debt ................................... (324) (282) (510)
Payments of long-term lease obligations ...................... (86) (37) (33)
Payments of short-term debt .................................. (2,627) (1,302) (968)
Payments of dividends ........................................ (125) (7) (77)
Redemption of preferred stock ................................ (46) -- --
Cost of stock option agreement ............................... (48) (48) (48)
Other ........................................................ -- -- (1)
---------- ---------- ----------
Net cash provided by (used in)
financing activities .............................. 28 (1,157) 174
---------- ---------- ----------
Net increase (decrease) in cash and cash equivalents ......... (65) 351 (376)
Cash and cash equivalents at beginning of year ............... 664 313 689
---------- ---------- ----------
Cash and cash equivalents at end of year ..................... $ 599 $ 664 $ 313
========== ========== ==========
See notes to consolidated financial statements.
50
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, now discontinued. 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.
Self-insurance - The Company does not self-insure any significant
insurable risks. The Company accounts for potential losses due to the deductible
on its product liability insurance coverage for consumer products claims with an
accrual of potential losses based on open claims and prior years' loss
experience.
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 utilized by Ronson Aviation in its charter
operations and related capitalized costs of overhauls and refurbishments are
classified as property, plant and equipment. The term notes payable secured by
this 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
51
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
Company's mortgage loan and term loans with Fleet Capital Corporation ("Fleet")
are at variable interest rates and, therefore, their book values are considered
representative of their fair values. The book value of the Company's other
long-term debt is considered to approximate its fair value based on current
market rates and conditions (refer to Note 5).
Derivative Financial Instruments - The Company utilizes a derivative
instrument, an interest rate swap, to modify the Company's exposure to interest
rate risk. The Company accounts for this derivative instrument under the
Statement of Financial Accounting Standards No. 133, "Accounting for Derivative
Instruments and Hedging Activities" ("SFAS 133"). SFAS 133 requires that all
derivative instruments be recognized in the financial statements and measured at
fair value regardless of the purpose or intent for holding them. For derivatives
that are designated as a hedge and used to hedge an existing asset or liability,
both the derivative and hedged item are recognized at fair value with any
changes recognized immediately in the Statements of Consolidated Earnings. By
policy, the Company has not historically entered into derivative financial
instruments for trading purposes or for speculation.
The Company has entered into an interest rate swap agreement (see Note 5).
The interest rate swap agreement effectively modifies the Company's exposure to
interest risk by converting a portion of the Company's floating-rate long-term
debt to a fixed rate. Based on criteria defined in SFAS 133, the interest rate
swap is considered a cash flow hedge and is 100% effective. The interest rate
swap is marked to market in the balance sheet. The mark-to-market value of the
cash flow hedge is recorded in Other Long-term Liabilities and the offsetting
gains or losses in Accumulated Other Comprehensive Loss. If the contract is
terminated prior to maturity, the amount paid or received in settlement is
established by agreement at the time of termination, and usually represents the
net present value, at current rates of interest, of the remaining obligations to
exchange payments under the terms of the contract. Any gains or losses upon the
early termination of the interest rate swap contracts would be deferred and
recognized over the remaining life of the contract.
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.
Declaration of 5% Common Stock Dividend - The Company's Board of Directors
on February 15, 2005, declared a 5% stock dividend on the Company's outstanding
common stock. The 5% stock dividend is payable on April 15, 2005, to
stockholders of record April 1, 2005. The 5% stock dividend will increase the
outstanding common shares of the Company by about 206,000 to about 4,322,000
shares.
Revenue Recognition - Net Sales are recognized by Ronson Consumer Products
on the date of shipment of the product to customers, prior to which an
arrangement exists, the price is fixed, and it has been determined that
collectibility is reasonably assured.
Net Sales at Ronson Aviation are recognized on the date of delivery of the
product or service to customers. For aircraft, this occurs at the time the title
for the aircraft has been transferred and the sales proceeds received. For
aircraft fueling, repairs and other aircraft services, delivery occurs only
after an arrangement exists, the price is fixed, and collectibility is
reasonably assured.
Research and Development Costs - Costs of research and new product
development are charged to operations as incurred and amounted to approximately
$313,000, $339,000, and $348,000, for the years ended December 31, 2004, 2003,
and 2002, respectively.
Shipping and Handling Costs - The Company records shipping and handling
costs within Selling, Shipping and Advertising Expenses. Such costs amounted to
52
about $1,595,000, $1,176,000, and $1,152,000 for the years ended December 31,
2004, 2003, and 2002, respectively.
Advertising Expenses - Costs of advertising are expensed as incurred and
amounted to approximately $164,000, $131,000, and $161,000 for the years ended
December 31, 2004, 2003 and 2002, respectively.
Accrued Expenses - On December 31, 2004, Accrued Expenses included:
accrued vacation pay and other compensation, $744,000; and accrued pension
costs, $859,000. No other item amounted to greater than 5% of total current
liabilities. At December 31, 2004 and 2003, Accrued Expenses included accrued
expenses of discontinued operations of $318,000 and $324,000, respectively.
Other Current Assets - On December 31, 2004, Other Current Assets included
deferred income tax assets of $634,000 and prepaid insurance of $412,000. No
other item amounted to greater than 5% of total current assets.
Stock Options - In 2003 the Company adopted SFAS No. 148, "Accounting for
Stock-Based Compensation - 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. The Company has elected to
apply the prospective method as permitted by SFAS No. 148. Accordingly all
options granted on and after January 1, 2003 are charged against income at their
fair value. Those issued prior to adoption are accounted for on the intrinsic
method in accordance with Accounting Principles Board Opinion (APB) No. 25. See
Note 10 to the Consolidated Financial Statements.
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, 2004
Per Share
Earnings Shares Amount
-------- ------ ---------
(2) (2)
Earnings from continuing
operations ...................... $ 193
Less accrued dividends on
preferred stock ................. (2)
------
Continuing operations .................. 191 4,284 $ 0.04
Earnings from discontinued
operations ................... -- 4,284 --
------ ------
BASIC ........................... $ 191 4,284 $ 0.04
====== ===== ======
Effect of dilutive securities (1):
Stock options ................... 67
Cumulative convertible
preferred stock .............. $ 2 17
------ -----
Continuing operations .................. 193 4,368 $ 0.04
Earnings from discontinued
operations ................... -- 4,368 --
------ ------
DILUTED ......................... $ 193 4,368 $ 0.04
====== ===== ======
53
Year Ended December 31, 2003
Per Share
Earnings Shares Amount
-------- ------ ---------
(2) (2)
Earnings from continuing
operations ........................... $ 703
Less accrued dividends on
preferred stock ...................... (7)
-------
Continuing operations ................ 696 4,241 $ 0.16
Earnings from discontinued
operations ......................... -- 4,241 --
------- -------
BASIC ................................ $ 696 4,241 $ 0.16
======= ===== =======
Effect of dilutive securities (1):
Stock options ........................ 39
Cumulative convertible
preferred stock .................... $ 7 42
------- -----
Continuing operations ................ 703 4,322 $ 0.16
Earnings from discontinued
operations ......................... -- 4,322 --
------- -------
DILUTED .............................. $ 703 4,322 $ 0.16
======= ===== =======
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 4,211 $ 0.01
Earnings from discontinued
operations ......................... 170 4,211 0.04
------- -------
BASIC ................................ $ 205 4,211 $ 0.05
======= ===== =======
Effect of dilutive securities (1):
Stock options ........................ --
Cumulative convertible
preferred stock ..................... $ -- --
------- -----
Continuing operations ................ 35 4,211 $ 0.01
Earnings from discontinued
operations ......................... 170 4,211 0.04
------- -------
DILUTED .............................. $ 205 4,211 $ 0.05
======= ===== =======
(1) The assumed conversion of preferred shares to common shares and the stock
options were anti-dilutive for the year ended December 31, 2002 and,
therefore, were excluded from the calculation and reconciliation of
Diluted Earnings per Common Share for that year.
(2) Information as to the number of shares and per share amounts has been
retroactively adjusted to reflect the 5% stock dividend on common stock
declared February 15, 2005.
54
At December 31, 2004, the Company had outstanding 4,322,317 shares of
common stock, after the 5% stock dividend declared on February 15, 2005.
Reclassification - Certain reclassifications of prior years' amounts have
been made to conform with the current year's presentation.
Note 2. DISCONTINUED OPERATIONS:
The Earnings from Discontinued Operations for the year ended December 31,
2002, included the insurance recovery income and the discontinuance costs
recorded by the Company related to the discontinuation of Prometcor as follows
(in thousands):
Insurance recovery income accrued,
net.............................. $ 355
Discontinuance costs accrued....... 70
------
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 costs
and expenses related to the termination of Prometcor's business operations in
1990, less the gain from the 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 1990 and 2002.
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 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"). The liability
for these estimated costs and expenses as recorded in the financial statements
at December 31, 2004, was approximately $500,000 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.
Note 3. INCOME TAXES:
At December 31, 2004, the Company had, for federal income tax purposes,
net operating loss carryforwards of approximately $2,800,000, expiring as
follows: $1,410,000 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 $96,000.
55
The income tax expenses (benefits) consisted of the following (in
thousands):
Year Ended December 31,
2004 2003 2002
---- ---- ----
Current:
Federal ............................. $ (4) $ 20 $ (5)
State ............................... 152 110 47
Foreign ............................. 9 5 8
----- ----- -----
157 135 50
----- ----- -----
Deferred:
Federal ............................. 144 343 28
State ............................... 10 (30) (8)
----- ----- -----
154 313 20
----- ----- -----
311 448 70
Allocated to discontinued operations .. -- -- 115
----- ----- -----
Income tax expenses-net ............. $ 311 $ 448 $ 185
===== ===== =====
Current income taxes in the years ended December 31, 2004, 2003, and 2002,
were presented net of credits of $110,000, $420,000, and $29,000, respectively,
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,
2004 2003 2002
---- ---- ----
Tax expense amount computed using
statutory rate .......................... $ 171 $ 392 $ 38
State taxes, net of federal benefit ....... 110 53 26
Operations outside the US ................. (10) (28) 7
Discontinued operations and other ......... 40 31 114
----- ----- -----
Income tax expenses-net ................. $ 311 $ 448 $ 185
===== ===== =====
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):
56
December 31,
2004 2003
---- ----
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 ...................... $ 97 $ 85
Compensated absences, principally due to accrual for
financial reporting purposes ...................... 138 138
Compensation, principally due to accrual
for financial reporting purposes .................. 127 158
Accrual of projected environmental costs, principally
related to Prometcor's compliance with NJDEP
requirements ...................................... 201 202
Net operating loss carryforwards .................... 1,392 1,554
Alternative minimum tax credit carryforwards ........ 96 86
Unrecognized net loss on pension plan ............... 986 1,187
Other ............................................... 256 136
------ ------
Total gross deferred income tax assets ............ 3,293 3,546
Less valuation allowance .......................... 126 183
------ ------
Net deferred income tax assets .................... 3,167 3,363
------ ------
Deferred income tax liabilities:
Pension expense, due to contributions in excess of
net accruals ...................................... 650 524
Other ............................................... 32 33
------ ------
Total gross deferred income tax liabilities ....... 682 557
------ ------
Net deferred income taxes ......................... $2,485 $2,806
====== ======
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. The ultimate realization of the deferred income tax assets
will require aggregate taxable income of approximately $3,050,000 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 net deferred income tax assets were classified in the Consolidated
Balance Sheets as follows (in thousands):
December 31,
2004 2003
---- ----
Current:
Other current assets ................................. $ 435 $ 460
Current assets of discontinued operations ............ 199 202
------ ------
Total current ...................................... 634 662
------ ------
Long Term:
Other assets ......................................... 895 1,153
Other assets of discontinued operations .............. 956 991
------ ------
Total long term .................................... 1,851 2,144
------ ------
Total net deferred income tax assets ................... $2,485 $2,806
====== ======
57
Note 4. SHORT-TERM DEBT:
Composition (in thousands):
December 31,
2004 2003
---- ----
Revolving loans (a) ................................. $1,429 $ 378
Note payable, commercial finance company (b) ........ -- 469
Other ............................................... 10 --
------ ------
$1,439 $ 847
====== ======
(a) In 1995 RCPC entered into an agreement with Fleet for a Revolving
Loan. In June 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 agreement was further amended in January 2005 primarily to
reduce the interest rate. The Revolving Loan of $1,429,000 at December 31, 2004,
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. Effective January 15, 2005, the
Revolving Loan bears interest at the rate of 0.5% above Fleet's prime rate
(5.25% at December 31, 2004), or at the Company's option, a portion at 2.0%
above LIBOR (the London Interbank Offering Rate). 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. 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.
The loan bears interest at the rate of 1.25% over the CIBC prime rate (4.25% at
December 31, 2004). 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, 2004, 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, 2004, Ronson Consumer Products had
unused borrowings available at December 31, 2004, of about $165,000 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. In June 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 agreement was further
amended in January 2005 primarily to reduce the interest rate. 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 0.5% above Fleet's prime rate (5.25% at December 31, 2004), or at
the Company's option, a portion at 2.0% above LIBOR (the London Interbank
Offering Rate). 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, 2004, Ronson
Aviation utilized no borrowings under the Revolving Loan.
Based on no loan outstanding and the level of accounts receivable at
December 31, 2004, Ronson Aviation had unused borrowings available at December
31, 2004, of about $337,000 under the Fleet line of credit described above.
At December 31, 2004, Fleet provided RCPC and Ronson Aviation with a
waiver through March 31, 2005, of their non-compliance with a financial ratio
covenant in the lines of credit.
58
(b) At December 31, 2003, the note payable, commercial finance company,
was a note payable by Ronson Aviation in the amount of $469,000 due to Raytheon
Aircraft Credit Corp. ("Raytheon"). The note payable by Ronson Aviation was
collateralized by a specific aircraft and was repaid in 2004 from the proceeds
from the sale of the aircraft.
At December 31, 2004, the weighted average interest rate for the total
short-term debt was 6.7%.
The Company had outstanding letters of credit totaling $210,000 which were
issued by Fleet under the Company's lines of credit as follows: a $60,000
standby letter of credit related to Ronson Aviation aircraft on order from
Raytheon, and a standby letter of credit of $150,000 related to the RCPC lease
of additional warehouse space.
Note 5. LONG-TERM DEBT:
Composition (in thousands):
December 31,
2004 2003
---- ----
Mortgage loan payable, Fleet (a) ............. $1,336 $1,431
Notes payable, Fleet (b) ..................... 590 785
Note payable, lessor (c) ..................... 421 --
Term notes payable ............................ 49 3
------ ------
2,396 2,219
Less portion in current liabilities ........... 731 293
------ ------
Balance of long-term debt ..................... $1,665 $1,926
====== ======
(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. On December 1, 2003,
the Company, RCPC and Fleet amended the Mortgage Loan, extending the expiration
to December 1, 2008. The Mortgage Loan balance was $1,336,000 at December 31,
2004. The Mortgage Loan agreement is secured by a first mortgage on the land,
buildings and improvements of RCPC, and is payable in monthly installments of
$7,951, plus interest, with a final installment on December 1, 2008, of
approximately $962,000. The loan bears interest at the rate of 0.5% above
Fleet's prime rate.
(b) The Notes Payable, Fleet, consisted of two term loans payable by
Ronson Aviation to Fleet with balances at December 31, 2004, totaling
approximately $590,000. 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. 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.
(c) As part of the lease agreement for its new warehouse, effective March
1, 2004, RCPC entered into a term note payable to the lessor in the original
amount of $440,000. The note, with a balance of $421,000 on December 31, 2004,
bears interest at the rate of 8.25% and is payable in monthly installments of
$3,787 including interest through February 2013, with a final payment of
$150,000 on March 1, 2013. The note is secured by the leasehold improvements at
the warehouse and a letter of credit in the amount of $150,000.
At December 31, 2004, fixed assets with a net book value of $3,586,000 and
accounts receivable and inventories of $4,332,000 are pledged as collateral for
the debt detailed in Notes 4 and 5.
Net assets of consolidated subsidiaries, excluding intercompany accounts,
amounted to approximately $3,700,000 at December 31, 2004, 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, 2004.
59
Long-term debt matures as follows: 2005, $731,000; 2006, $143,000; 2007,
$131,000; 2008, $1,080,000; 2009, $34,000; and 2010-2013, $277,000.
In December 2003 the Company entered into an interest rate swap agreement
in order to manage interest rate exposure. Effectively, the Company converted
its Mortgage Loan payable of variable-rate debt to fixed-rate debt with an
effective interest rate of 7.45%. The interest rate swap is considered a cash
flow hedge and is 100% effective. As a result, the mark-to-market value of both
the fair value hedging instrument and the underlying debt obligation are
recorded as equal and offsetting gains or losses in other expense. At December
31, 2004, the interest rate swap had a fair value of $(16,000) recorded in other
Long-Term Liabilities with the corresponding adjustment to Accumulated Other
Comprehensive Loss. The fair value of the interest rate swap agreement, obtained
from the financial institution, is based on current rates of interest and is
computed as the net present value of the remaining exchange obligations under
the terms of the contract.
Note 6. LEASE OBLIGATIONS:
Lease expenses consisting principally of office and warehouse rentals,
totaled $602,000, $514,000 and $500,000 for the years ended December 31, 2004,
2003 and 2002, respectively.
At December 31, 2004, 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:
2005 ........................... $ 710 $ 451 $ 259
2006 ........................... 511 263 248
2007 ........................... 386 142 244
2008 ........................... 324 130 194
2009 ........................... 276 130 146
2010-2012 ..................... 548 428 120
------- ------- -------
Total obligations .............. $ 2,755 $ 1,544 1,211
======= =======
Less: Amount representing
interest ................. 190
-------
Present value of capitalized
lease obligations ............ $ 1,021
=======
Capitalized lease property included in the Consolidated Balance Sheets is
presented below (in thousands):
December 31,
2004 2003
---- ----
Machinery and equipment .............. $1,232 $ 172
Less accumulated amortization ........ 168 118
------ ------
$1,064 $ 54
====== ======
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.
60
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 included common stocks (72%), cash and money market
accounts (11%), a guaranteed annuity contract (7%), and 208,215 shares of common
stock of the Company (10%). The stock of the Company held by the Plan was valued
at $384,000 and $447,000 at December 31, 2004 and 2003, respectively.
The Company uses a measurement date of December 31 for its pension plans.
The benefit obligations below are equal to the accumulated benefit obligations.
The following table sets forth the plan's aggregate funded status and amounts
recognized in the Company's Consolidated Balance Sheets (in thousands):
Year Ended December 31,
2004 2003
---- ----
Change in Benefit Obligation:
Benefit obligation at beginning of year .... $ 4,980 $ 4,883
Service cost ............................... 26 22
Interest cost .............................. 274 269
Benefit increase ........................... -- 57
Actuarial loss ............................. 69 174
Benefits paid .............................. (525) (425)
------- -------
Benefit obligation at end of year .......... 4,824 4,980
------- -------
Change in Plan Assets:
Fair value of plan assets at beginning
of year .................................. 3,200 2,641
Actual return on plan assets ............... 469 491
Employer contributions ..................... 682 493
Benefits paid .............................. (525) (425)
------- -------
Fair value of plan assets at end of year ... 3,826 3,200
------- -------
Funded status .............................. (998) (1,780)
Unrecognized actuarial loss ................ 2,467 2,972
Unrecognized prior service cost ............ 69 83
------- -------
Net amount recognized ........................ $ 1,538 $ 1,275
======= =======
Amounts Recognized in the Consolidated
Balance Sheets Consist of:
Accrued benefit liability ................ $ (998) $(1,780)
Intangible asset ......................... 69 83
Accumulated other comprehensive loss,
excluding the income tax effect ........ 2,467 2,972
------- -------
Net amount recognized ........................ $ 1,538 $ 1,275
======= =======
The weighted-average assumptions used in the benefit obligations were as
follows:
Year Ended December 31,
2004 2003
---- ----
Discount rate................................. 5.5% 5.5%
61
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,
2004 2003 2002
---- ---- ----
Components of net periodic benefit cost:
Service cost ........................... $ 26 $ 22 $ 17
Interest cost .......................... 274 269 291
Expected return on plan assets ......... (160) (132) (185)
Amortization of prior service
cost ................................. 14 20 46
Recognized actuarial loss .............. 264 291 210
----- ----- -----
Net pension expense .................... $ 418 $ 470 $ 379
===== ===== =====
The weighted average assumptions used in computing the net period benefit
cost were as follows:
Year Ended December 31,
2004 2003 2002
---- ---- ----
Discount rate 5.5% 5.5% 6.0%
Expected long-term rate of return
on plan assets 5.0% 5.0% 5.5%
Contributions to the pension plan during 2005 are expected to be
approximately $860,000.
Investment objectives for the Company's U.S. plan assets are to:
(1) optimize the long-term return on plan assets at an acceptable level
of risk;
(2) maintain diversification across asset classes;
(3) maintain control of the risk level within each asset class; and
(4) focus on a long-term return objective.
The Plan engages investment managers to manage the Plan's investments in
equities, other than in the Company's stock. Investment guidelines are
established with each investment manager. Unless exceptions have been approved,
investment managers are prohibited from buying or selling commodities, futures
or option contracts, as well as from short selling of securities. The Company
does not expect to make further investments in the guaranteed annuity contract
or in the stock of the Company. To determine the expected long-term rate of
return assumption on plan assets, the Company uses a conservative estimate of
future returns.
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 $71,000, $59,000 and $68,000 for this
plan were recorded in 2004, 2003 and 2002, 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
62
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, an estimate of additional loss, or range of loss,
if any, that is reasonably possible, cannot be made. Thus, 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 Corporation Business Tax
audit for the years ended December 31, 1997 through December 31, 2000. The total
claimed by the State of New Jersey is approximately $144,000, related to
availability of net operating loss carryforwards from 1995. The Company appealed
the determination by the New Jersey Division of Taxation to the Tax Court of New
Jersey, which found in favor of the State. The Company has appealed the decision
to the Superior Court of New Jersey, Appellate Division. Management believes
that the Company will not be liable for the assessment. Because the Company
offered to settle the matter for the amount of the tax, $117,000, the Company
has accrued this amount of the tax and the expected cost of defense in the
matter.
The Company is involved in a shareholders derivative action, and the
Company incurred approximately $145,000 and $460,000 in net legal costs related
to the matter in 2004 and 2003, respectively. These costs were net of the
associated insurance reimbursement. The Company believes that its directors' and
officers' liability insurance coverage is adequate to meet the future direct
costs of the litigation; however, the Company is not able to estimate at this
time the extent to which it will incur additional legal or other expenses, which
may be substantial, in connection with this proceeding.
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, 2007. Base salaries in the years 2005, 2006, and
2007 are $616,119, $637,684 and $660,003, respectively, with the increases
subject to the Company reporting operating earnings in the year prior to each
increase. 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:
On February 12, 2004, the Company's Board of Directors approved the
redemption of the 34,875 shares of the Company's 12% Cumulative Convertible
Preferred Stock which remained outstanding. In accordance with the terms of the
preferred stock, the redemption price was $2.25 per share. The redemption was
completed in May 2004. Prior to its redemption, the preferred stock continued to
be convertible into common stock, at the rate of 1.157625 common shares per
preferred share, after adjustment for the 5% stock dividend payable April 15,
2004. Fractional shares of common stock issuable upon conversion were paid for
in cash at $2.71 per share, the closing market price of the Company's common
stock on April 15, 2004.
63
Each share of 12% Cumulative Convertible Preferred Stock had a stated
value of $0.01 per share and a liquidation preference of $1.75 per share plus
accrued dividends. The shares were non-voting and had a right to cumulative
dividends at the annual rate of $0.21 per share. The holders of the preferred
shares could, at any time, convert each preferred share into 1.157625 shares of
common stock after April 15, 2004 unless the preferred shares were previously
redeemed. The Company had the option to redeem all or part of the preferred
stock at $2.25 per share plus accrued dividends.
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 151,938 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 121,551 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.
Prior to 2003, the Company measured stock compensation cost using the
intrinsic value method of accounting prescribed by APB Opinion No. 25,
Accounting for Stock Issued to Employees, and related interpretations.
Accordingly, no compensation cost was recognized for stock option awards granted
in 2002. The following table illustrates the effect on net earnings and earnings
per share if the fair value based method had been applied to the awards made in
2002 consistent with the provisions of SFAS No. 123 (in thousands, except per
share data):
64
Year Ended December 31,
2004 2003 2002
---- ---- ----
Earnings from Continuing Operations, as
reported $ 193 $ 703 $ 42
Add: Stock-based employee compensation
expense included in reported net income,
net of related tax effects 3 -- --
Deduct: Total stock-based employee compen-
sation expense determined under fair value
based method for all awards, net of related
tax effects (3) -- (27)
------- ------- -------
Pro forma Earnings from Continuing Operations 193 703 15
Earnings from Discontinued Operations -- -- 170
------- ------- -------
Pro forma Net Earnings $ 193 $ 703 $ 185
======= ======= =======
Basic Net Earnings per share:
As reported $ .04 $ .16 $ .05
Pro forma .04 .16 .04
Diluted Net Earnings per share:
As reported $ .04 $ .16 $ .05
Pro forma .04 .16 .04
The fair value of each option grant is estimated on the date of grant
using the Black-Scholes option-pricing model average assumptions:
Year Ended December 31,
2004 2003 2002
---- ---- ----
Risk-free interest rate 3.15% 3.25% 2.5%
Dividend yield 0% 0% 0%
Volatility factor -
expected market price of Company's
common stock 0.47 0.8 0.5
Weighted average expected life
of options 5 years 5 years 5 years
A summary of the Company's stock option activity and related information
for the three years ended December 31, 2004, were as follows:
Number Weighted
of Average
Options Exercise Price
------- --------------
Outstanding at 12/31/01 103,017 $ 1.305
Granted 100,714 $ 1.010
Exercised (35,742) $ 1.057
--------
Outstanding at 12/31/02 167,989 $ 1.181
Granted --
Exercised (23,153) $ 1.076
Expired (1,458) $ 0.991
--------
65
Outstanding at 12/31/03 143,378 $ 1.195
Granted 11,576 $ 0.886
Exercised (47,744) $ (1.358)
Expired (10,998) $ (1.996)
--------
Outstanding at 12/31/04 96,212 $ 0.985
======== ========
Exercisable at 12/31/04 96,212 $ 0.985
======== ========
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 $ .44
========
Exceeds the market price on the grant date N/A
Exercise prices for options outstanding as of December 31, 2004, ranged
from $.98 to $.99 per share. The weighted average contractual life of those
options was 2.17 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,
2004 2003 2002
---- ---- ----
Cash Payments for:
Interest ......................... $ 324 $ 283 $ 291
Income taxes ..................... 225 54 12
Financing & Investing Activities
Not Affecting Cash:
Capital lease obligations incurred 1,055 -- 18
Leasehold improvements financed by
lessor 440 -- --
Equipment financed by seller 62 -- --
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, torches, a penetrant spray lubricant, and a spot remover,
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 fueling, 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.
66
Financial information by industry segment is summarized below (in thousands):
2004 2003 2002
---- ---- ----
Net sales:
Consumer Products .................................. $ 16,768 $ 16,773 $ 14,232
Aviation Services .................................. 11,715 9,967 9,369
----------- ----------- -----------
Consolidated .................................... $ 28,483 $ 26,740 $ 23,601
=========== =========== ===========
Earnings (loss) before interest, other
items, and intercompany charges:
Consumer Products .................................. $ 1,807 $ 2,610 $ 1,201
Aviation Services .................................. 1,253 1,454 1,370
----------- ----------- -----------
Total Reportable Segments .......................... 3,060 4,064 2,571
Corporate and others ............................... (1,993) (2,143) (1,972)
Other charges ...................................... (145) (460) --
----------- ----------- -----------
Consolidated .................................... $ 922 $ 1,461 $ 599
=========== =========== ===========
Interest expense:
Consumer Products .................................. $ 112 $ 85 $ 116
Aviation Services .................................. 100 67 80
----------- ----------- -----------
Total Reportable Segments .......................... 212 152 196
Corporate and others ............................... 155 156 158
----------- ----------- -----------
Consolidated .................................... $ 367 $ 308 $ 354
=========== =========== ===========
Depreciation and amortization:
Consumer Products .................................. $ 289 $ 252 $ 256
Aviation Services .................................. 449 398 405
----------- ----------- -----------
Total Reportable Segments .......................... 738 650 661
Corporate and others ............................... 34 8 10
----------- ----------- -----------
Consolidated .................................... $ 772 $ 658 $ 671
=========== =========== ===========
Earnings (loss) from continuing
operations before intercompany
charges and taxes:
Consumer Products .................................. $ 1,691 $ 2,521 $ 1,019
Aviation Services .................................. 1,158 1,374 1,305
----------- ----------- -----------
Total Reportable Segments .......................... 2,849 3,895 2,324
Corporate and others ............................... (2,200) (2,284) (2,212)
Other charges ...................................... (145) (460) --
----------- ----------- -----------
Consolidated .................................... $ 504 $ 1,151 $ 112
=========== =========== ===========
Segment assets:
Consumer Products .................................. $ 6,586 $ 4,569 $ 4,652
Aviation Services .................................. 4,689 5,281 5,133
----------- ----------- -----------
Total Reportable Segments .......................... 11,275 9,850 9,785
Corporate and others ............................... 1,511 1,551 1,691
Discontinued operations ............................ 1,156 1,202 1,412
----------- ----------- -----------
Consolidated .................................... $ 13,942 $ 12,603 $ 12,888
=========== =========== ===========
Segment expenditures for long-lived assets:
Consumer Products .................................. $ 1,883 $ 152 $ 323
Aviation Services .................................. 298 267 600
----------- ----------- -----------
Total Reportable Segments .......................... 2,181 419 923
Corporate and others ............................... 62 3 3
----------- ----------- -----------
Consolidated .................................... $ 2,243 $ 422 $ 926
=========== =========== ===========
67
Geographic information regarding the Company's net sales and long-lived
assets was as follows (in thousands):
Year Ended December 31,
2004 2003 2002
---- ---- ----
Net Sales (1):
United States..................... $ 26,752 $ 24,826 $ 21,809
Canada............................ 1,488 1,534 1,538
Other foreign countries........... 243 380 254
-------- -------- --------
$ 28,483 $ 26,740 $ 23,601
======== ======== ========
December 31,
2004 2003
---- ----
Long-Lived Assets:
United States............................ $ 5,505 $ 4,029
Canada................................... 11 15
-------- --------
$ 5,516 $ 4,044
======== ========
(1) Net sales are attributed to countries based on location of customer.
Information regarding the Company's net sales by product category was as
follows (in thousands):
Year Ended December 31,
2004 2003 2002
---- ---- ----
Packaged fuels, flints, lighters and
torches $ 16,685 $ 16,691 $ 14,163
Other consumer products 83 82 69
Aircraft 2,098 598 1,057
Charter services 768 447 767
Aviation fuels and other aviation
products and services 8,849 8,922 7,545
-------- -------- --------
$ 28,483 $ 26,740 $ 23,601
======== ======== ========
In the financial information by industry segment above, Corporate and
Others is primarily composed of general and administrative expenses of the
parent company. Expense categories included salaries and benefits costs;
professional fees; the pension expense of the former defined benefit plan, and
shareholder relations expenses, among others.
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, 2004, 2003 and 2002, Net Sales which
amounted to approximately $3,665,000, $4,276,000 and $3,675,000, respectively,
of Consolidated Net Sales were made by Ronson Consumer Products to one customer.
As of December 31, 2004 and 2003, accounts receivable from that customer
amounted to approximately 13% and 21%, 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, 2004
and 2003.
Note 13. ACCUMULATED OTHER COMPREHENSIVE LOSS:
Comprehensive income is included in the Statements of Consolidated
Stockholders' Equity. The components of Accumulated Other Comprehensive Loss as
shown on the Consolidated Balance Sheets were as follows:
68
Foreign Cash Accumulated
Currency Minimum Flow Other
Translation Pension Hedging Comprehensive
Adjustments Liability Adjustment Loss
----------- --------- ---------- -------------
Balance at December 31, 2001 $ 70 $ 1,532 $ -- $ 1,602
Current period change 1 897 -- 898
Income tax benefit (1) (358) -- (359)
------- ------- ------- -------
Balance at December 31, 2002 70 2,071 -- 2,141
Current period change (96) (477) -- (573)
Income tax expense 38 190 -- 228
------- ------- ------- -------
Balance at December 31, 2003 12 1,784 -- 1,796
Current period change (105) (504) 16 (595)
Income tax expense (benefit) 42 202 (6) 240
------- ------- ------- -------
Balance at December 31, 2004 $ (51) $ 1,482 $ 10 $ 1,441
======= ======= ======= =======
Note 14. CONCENTRATIONS:
During 2004 and at December 31, 2004, 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 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
torches 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 ending on April 7, 2000. The Company and Mr. Dinger entered into a
second consulting agreement effective upon the expiration date of the original
agreement. This agreement provided that Mr. Dinger continue to perform
consulting services for the Company through April 7, 2004 at a fee of $7,000 per
month. During 2004 the agreement was extended on a month-to-month basis through
July 7, 2004. A new consulting agreement was effective on July 8, 2004, which
provides that Mr. Dinger continue to perform consulting services at a fee of
$7,000 per month for the Company for a period of thirty-six months through July
7, 2007. Mr. Dinger was compensated $84,000 during each of the years ended
December 31, 2004, 2003 and 2002, under the agreements.
In October 1998 Mr. Dinger granted an option to the Company to purchase
the 186,166 shares of the Company's common stock then 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. In 2000 Mr. Dinger granted a new option
to the Company, to purchase the shares of the Company's common stock held by Mr.
Dinger. The option was for a period of 48 months, expiring April 7, 2004. The
exercise price of the option was $5.25 per share for the first two years and
$7.50 per share in the second two-year period. The cost of the option was $4,000
per month for the period of the option or until exercised. In March 2000 Mr.
Dinger purchased 276,528 shares of newly issued restricted common stock of the
Company at a price of $2.06 per share.
69
During 2004 the option agreement was extended on a month-to-month basis through
July 7, 2004. A new option agreement was effective on July 8, 2004. The new
option granted by Mr. Dinger is for a period of 36 months, expiring on July 7,
2007. The exercise price of the option is $6.50 per share for the 506,480 shares
now held by Mr. Dinger. The cost of the option is $4,000 per month for the
period of the option or until exercised. As part of each of the option
agreements, 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. The
Company expended $48,000 for the options during each of the years ended December
31, 2004, 2003 and 2002, which were charged to Additional Paid-in Capital. At
December 31, 2004, the fair value of the option was approximately $35,000, using
the Black-Scholes option pricing model. Key assumptions included: a risk-free
interest rate of 3.15%, a dividend yield of 2%, volatility of 47%, and the
option life of 2.5 years. The fair value of $35,000 compares to $112,000, the
present value of the 30 remaining payments under the contract, discounted at the
Company's incremental borrowing rate of 5.75%.
The Company incurred costs for consulting services under agreements with
two directors of the Company of $112,000, $128,000, and $128,000, in the years
ended December 31, 2004, 2003 and 2002, respectively. The Company incurred costs
of $2,000 in the year ended December 31, 2002, (none in 2004 and 2003) for legal
fees to a firm having a member who is also a director and an officer of the
Company.
70
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
Schedule II Valuation and Qualifying Accounts
71
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
-------------------------------------------------------
The Board of Directors
Ronson Corporation:
Under date of March 8, 2005, we reported on the consolidated balance sheets of
Ronson Corporation and subsidiaries as of December 31, 2004 and 2003, 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,
2004 as contained in the annual report on Form 10-K for the year 2004. In
connection with our audits of the aforementioned consolidated financial
statements, we also audited the related financial statement schedules as listed
in the accompanying index. These financial statement schedules are the
responsibility of the Company's management. Our responsibility is to express an
opinion on these financial statement schedules based on our audits.
In our opinion, the related financial statement schedules, when considered in
relation to the basic consolidated financial statements taken as a whole,
present fairly, in all material respects, the information set forth therein.
DEMETRIUS & COMPANY, L.L.C.
Wayne, New Jersey
March 8, 2005
72
SCHEDULE I - CONDENSED FINANCIAL INFORMATION OF REGISTRANT
RONSON CORPORATION
- --------------------------------------------------------------------------------
CONDENSED BALANCE SHEETS
(dollars in thousands)
ASSETS
------
December 31,
---------------------------------
2004 2003
---- ----
CURRENT ASSETS:
Cash ....................................................... $ 35 $ --
Other current assets ....................................... 360 298
------------ ------------
Total Current Assets ............................ 395 298
Property, plant, and equipment ............................. 216 154
Less accumulated depreciation and amortization ............. 161 143
------------ ------------
55 11
Other assets ............................................... 5,343 5,729
------------ ------------
TOTAL ASSETS ............................................... $ 5,793 $ 6,038
============ ============
LIABILITIES AND STOCKHOLDERS' EQUITY
------------------------------------
CURRENT LIABILITIES:
Current portion of lease obligations ....................... $ -- $ 5
Current portion of long-term debt .......................... 21 --
Accounts payable ........................................... 289 318
Other current liabilities .................................. 1,388 1,127
------------ ------------
Total Current Liabilities ....................... 1,698 1,450
Long-term debt ............................................. 28 --
Pension obligation ......................................... 194 1,113
COMMITMENTS AND CONTINGENCIES
STOCKHOLDERS' EQUITY:
Common stock ............................................... 4,399 4,334
Additional paid-in capital ................................. 29,652 29,723
Accumulated deficit ........................................ (27,140) (27,189)
Accumulated other comprehensive loss ....................... (1,441) (1,796)
------------ ------------
5,470 5,072
Less cost of treasury shares:
2004, 76,909 and 2003, 76,894 common shares ............ 1,597 1,597
------------ ------------
3,873 3,475
------------ ------------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY ................. $ 5,793 $ 6,038
============ ============
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.
73
SCHEDULE I - CONDENSED FINANCIAL INFORMATION OF REGISTRANT
RONSON CORPORATION
- --------------------------------------------------------------------------------
CONDENSED STATEMENTS OF EARNINGS
(dollars in thousands)
YEAR ENDED DECEMBER 31,
-----------------------------------------------
2004 2003 2002
---- ---- ----
Management administration (from wholly
owned subsidiaries eliminated
in consolidation) ...................................... $ 2,449 $ 2,909 $ 2,279
----------- ----------- -----------
Costs and expenses:
General and administrative expenses .................... 2,139 2,602 1,968
Interest expense (includes intercompany
interest expense of $100, $100 and $100
in 2004, 2003 and 2002, respectively,
eliminated in consolidation) ........................ 155 155 157
Non-operating expense - net ............................ 52 48 82
----------- ----------- -----------
2,346 2,805 2,207
----------- ----------- -----------
EARNINGS BEFORE INCOME TAXES AND
EQUITY IN NET EARNINGS
OF SUBSIDIARIES ........................................ 103 104 72
Income tax provisions (benefits) ........................... 144 48 (70)
Equity in net earnings of subsidiaries
(includes earnings from discontinued operations
of $ 170 in 2002) ..................................... 234 647 70
----------- ----------- -----------
NET EARNINGS ............................................... $ 193 $ 703 $ 212
=========== =========== ===========
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.
74
SCHEDULE I - CONDENSED FINANCIAL INFORMATION OF REGISTRANT
RONSON CORPORATION
- --------------------------------------------------------------------------------
CONDENSED STATEMENTS OF CASH FLOWS
(dollars in thousands)
YEAR ENDED DECEMBER 31,
-----------------------------------------------
2004 2003 2002
---- ---- ----
Cash Flows from Operating Activities:
Net earnings ............................................... $ 193 $ 703 $ 212
Adjustments to reconcile net earnings
to net cash provided by
operating activities:
Equity in net earnings (loss) of subsidiaries .......... 566 (647) (70)
Depreciation and amortization .......................... 34 8 10
Deferred income tax expenses ........................... 102 22 85
Increase (decrease) in cash from changes in
current assets and current liabilities .............. (43) 170 10
Decrease (increase) in net advances to
subsidiaries ........................................ (236) (158) 75
Net change in pension-related accounts ................. (307) (71) (126)
Other .................................................. (102) (17) (72)
----------- ----------- -----------
Net cash provided by
operating activities ........................... 207 10 124
----------- ----------- -----------
Cash Flows from Investing Activities:
Net cash used in investing activities,
capital expenditures ........................... -- (3) (3)
----------- ----------- -----------
Cash Flows from Financing Activities:
Proceeds from issuance of common stock ..................... 65 24 39
Payments of long-term lease obligations .................... (5) (5) (5)
Payments of long-term debt ................................. (13) -- --
Payments of dividends ...................................... (125) (7) (77)
Redemption of preferred stock .............................. (46) -- --
Cost of stock option agreement ............................. (48) (48) (48)
Other ...................................................... -- -- (1)
----------- ----------- -----------
Net cash used in
financing activities ........................... (172) (36) (92)
----------- ----------- -----------
Net increase (decrease) in cash ............................ 35 (29) 29
Cash at beginning of year .................................. -- 29 --
----------- ----------- -----------
Cash at end of year ........................................ $ 35 $ -- $ 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.
75
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, 2004.
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. All of the 34,875 outstanding shares of 12% Cumulative Convertible
Preferred Stock that were outstanding at December 31, 2003 were converted to
common shares or redeemed during 2004.
The Company has authorized 11,848,106 shares of common stock with a
par value of $1.00, of which 4,322,317 and 4,256,917 were outstanding at
December 31, 2004 and 2003, respectively, adjusted for a 5% stock dividend
declared February 15, 2005.
NOTE B: Other Assets.
December 31,
(in thousands)
2004 2003
---- ----
Investment in subsidiaries $3,858 $3,509
Deferred income tax assets, net 672 934
Net advances to subsidiaries 436 1,001
Other 377 285
------ ------
$5,343 $5,729
====== ======
Investment in subsidiaries was eliminated in consolidation. The net
advances to subsidiaries of $436,000 and $1,001,000 at December 31, 2004 and
2003, 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.
76
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 carryforwards.
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
2004, 2003 and 2002, the Company and its subsidiaries recorded the expenses
(benefits) of net deferred income tax assets of $154,000, $313,000, and $20,000,
respectively, of which $102,000, $22,000 and $85,000, 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.
77
SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS
(in thousands)
Additions
-----------------------
Balance at Charged to Charged to Balance
beginning of costs and other at end
Description period expenses accounts Deductions (1) of period
- ---------------------------------------------------------------------------------------------------------
Allowance for doubtful accounts
Year ended 12/31/04 $ 76 $ 54 $ -- $ 46 $ 84
Year ended 12/31/03 $ 56 $ 75 $ -- $ 55 $ 76
Year ended 12/31/02 $ 69 $ 29 $ -- $ 42 $ 56
(1) Uncollectible accounts written off, net of recoveries.
78