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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 (FEE REQUIRED)
For the fiscal year ended December 31, 1995
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 (NO FEE REQUIRED)
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) (IRS Employer Identification No.)
CAMPUS DRIVE, P.O. BOX 6707, SOMERSET, N.J. 08875
(Address of principal executive office) (Zip Code)
Registrant's telephone number, including area code: (908) 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
12% Cumulative Convertible Nasdaq SmallCap Market
Preferred Stock
No par value
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.
YES [ X ] NO [ ]
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K (229.505 of this chapter) 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 ]
The aggregate market value of voting stock held by non-affiliates of the
registrant was $4,504,000 as of March 15, 1996.
As of March 15, 1996, there were 1,786,387 shares of the registrant's common
stock outstanding.
TABLE OF CONTENTS
Part I
Item 1. Business.
2. Properties.
3. Legal Proceedings.
4. Submission of Matters to a Vote of
Security Holders.
Part II
Item 5. Market for the Company's Common Stock
and Related Stockholder Matters.
6. Selected Financial Data.
7. Management's Discussion and Analysis of
Financial Condition and Results of Operations.
8. Financial Statements and Supplementary Data.
9. Changes in and Disagreements with Accountants
on Accounting and Financial Disclosure.
Part III
Item 10. Directors and Executive Officers of the
Company.
11. Executive Compensation.
12. Security Ownership of Certain Beneficial
Owners and Management.
13. Certain Relationships and Related Transactions.
Part IV
Item 14. Exhibits, Financial Statement Schedules and
Reports on Form 8-K.
PART I
Item 1 - BUSINESS
(a) General development of business.
The Registrant, Ronson Corporation (the "Company"), is a
company incorporated in 1928 engaged principally in the following
businesses:
1. Consumer Products; and
2. Aviation-Fixed Wing/Helicopter Operations and Services.
Prior to October 2, 1995, the Company's common and preferred
shares were quoted by the National Association of Securities Dealers,
Inc. ("NASD") through its Electronic Bulletin Board. On October 2, 1995,
the Company's common shares were listed on the Nasdaq SmallCap Market
and on December 1, 1995, the Company's preferred shares were listed on
the Nasdaq SmallCap Market. The Company's common shares are quoted under
the symbol RONC and its preferred shares are quoted under the symbol
RONCP.
In December 1989, the Company adopted a plan to discontinue
the operations of Ronson Metals Corporation ("Ronson Metals"), Newark,
New Jersey, one of the Company's wholly owned subsidiaries. Ronson
Metals had sizable losses in several years prior to 1987 with reduced
losses continuing in 1987 through 1989. In 1990, operations ceased at
Ronson Metals, and Ronson Metals began complying with the New Jersey
Industrial Site Recovery Act ("ISRA"), formerly ECRA, and all other
applicable laws. As part of the plan to sell the properties of the
Ronson Metals discontinued operations, Ronson Metals has also been
involved in termination of its United States Nuclear Regulatory
Commission ("NRC") license. Compliance with ISRA and NRC requirements
has continued through 1995 and into 1996. (See Environmental Matters and
Management's Discussion and Analysis of Financial Condition and Results
of Operations below.)
In October 1993, the Company sold its hydraulic units
business in Charlotte, North Carolina, to Kaiser Aerospace and
Electronics Corporation ("Kaiser"). The sale of the assets and business
of Ronson Hydraulic Units Corporation ("Ronson Hydraulics"), Charlotte,
North Carolina, was for approximately $11,300,000, including the
assumption by Kaiser of certain liabilities. The sale resulted in a net
gain to the Company of $3,916,000. (Refer to Note 2 of the Notes to
Consolidated Financial Statements furnished pursuant to Item 8 below.)
The Company utilized a portion of the proceeds to repay its long-term
debt to its former principal lender, Foothill Capital Corporation, of
approximately $5,000,000 in total.
(b) Financial information about industry segments.
In lieu of the revenue and profit information required
pursuant to Item 101(b) of Regulation S-K as to the Company's lines of
business, the revenue and profit data with respect to the Company's
reportable industry segments is included in Note 13 of the Notes to
Consolidated Financial Statements furnished pursuant to Item 8 below,
which are incorporated herein by reference.
(c) Narrative description of business.
(1) Consumer Products
The Company's consumer products operations consist of
consumer packaged products and flame products.
Consumer packaged products, which are manufactured in
Woodbridge, New Jersey, and distributed in the United States by the
Company's wholly owned subsidiary, Ronson Consumer Products Corporation
("RCPC"), include Ronsonol lighter fluid, Multi-Fill butane fuel
injectors, flints, wicks for lighters, a multi-use penetrant spray
lubricant product under the tradename "Multi-Lube", a spot remover under
the product tradename "Kleenol", and a surface protectant under the
tradename "GlossTek". In addition, the Company's consumer packaged
products are marketed in Canada through Ronson Corporation of Canada,
Ltd. ("Ronson-Canada"), a wholly owned subsidiary of the Company. RCPC
and Ronson-Canada together comprise Ronson Consumer Products. The
Company also distributes its consumer products in Mexico.
The consumer packaged and flame 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 packaged products face
substantial competition from other nationally distributed products
(principally Zeus butane fuel; Zippo lighter fluid; WD-40, CRC 5-56 and
Liquid Wrench penetrant lubricant spray; K-2R and Carbona Spot Remover;
and Armor All, STP "Son-of-a-Gun", No Touch and Turtle Wax "Clear Guard"
surface protectants) and from numerous, similar 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 three lighter
products - the RONII refillable butane lighter, the Ronson "Typhoon"
liquid fuel windproof lighter, and the Ronson "Varaflame Ignitor", used
for lighting fireplaces, barbecues, camping stoves and candles. The
lighter products are marketed in the United States and Canada except
that the Typhoon Lighter is marketed only in the United States.
On January 1, 1995, Ronson Consumer Products introduced
a new lighter product, the RONII refillable butane lighter, in both the
United States and Canada. The RONII is a pocket lighter that meets the
new child resistant requirements issued by the Consumer Product Safety
Commission. The RONII is manufactured for the Company in Spain and is
sold through the Company's distribution channels. The RONII is priced
competitively but has strong competition from several other brands of
disposable lighters, including Scripto, Bic and Clipper.
The Typhoon lighter and Varaflame Ignitor are
manufactured in Korea in accordance with the design specifications of
the Company. The Company has the exclusive right to market these
products in the United States, Canada and Mexico, and does so through
its distribution channels. The Typhoon lighter faces strong competition
from Zippo lighters. The Typhoon is compatible with Ronson flints and
Ronsonol lighter fuel. The Varaflame Ignitor is refillable with Ronson
butane refills and is less expensive than most other refillable
ignitors. The Varaflame Ignitor encounters strong competition (i.e.
Scripto disposable "Aim N Flame").
(2) Aviation - Fixed Wing/Helicopter Operations and
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, flight training, 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 48,500 gallon fuel storage complex (refer to Item
2-Properties, (4) Trenton, N.J.) In its passenger and cargo services,
Ronson Aviation operates a total of 13 aircraft, including five
twin-engine airplanes in charter operations and eight single-engine
airplanes in the flight school and rental fleet. Ronson Aviation is an
FAA approved repair station for major and minor airframe and engine
repairs and an avionics repair station for repairs and installations.
Ronson Aviation is an authorized Beech Aircraft and Parts Sales and
Service Center; a Dealer for the Grob trainer aircraft manufactured in
Germany; a customer service facility for Bell Helicopter Textron; and is
an authorized service center for Allison, Pratt & Whitney and Garrett
engines. Ronson Aviation also has the franchise to market and service
the aircraft manufactured by American General Aircraft Corporation. The
franchise includes the aircraft sales rights and parts distribution
rights for New Jersey, Pennsylvania, Delaware, Maryland, Virginia, West
Virginia and southeastern New York state, including Long Island.
At December 31, 1995, Ronson Aviation had orders to
purchase three new aircraft from Beech Aircraft Corporation and one new
Grob aircraft, and all of which are for resale to be delivered to Ronson
Aviation in 1996. The total sales value of these orders is approximately
$1,395,000. These 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 ISRA, operators of
particular facilities classified as industrial establishments are
required to ensure that their property complies with environmental laws,
including implementation of remedial action, if necessary, before
selling or closing a facility. The Company's New Jersey facilities would
be subject to ISRA should a facility be closed or sold.
In December 1989, the Company adopted a plan to
discontinue the operations in 1990 of one of its New Jersey facilities,
Ronson Metals, and to comply with ISRA (formerly ECRA) and all other
applicable laws. In October 1994, Ronson Metals entered into a
Memorandum of Agreement with the New Jersey Department of Environmental
Protection ("NJDEP") as to its NJDEP related environmental compliance
activities respecting its Newark facility. Ronson Metals submitted in
November 1994 a Preliminary Assessment, Site Investigation and Remedial
Investigation Report ("PA/SI/RIR") to the NJDEP following extensive
testing. The NJDEP approved Ronson Metals' PA/SI/RIR in the first
quarter of 1995. Ronson Metals completed the actions required under the
PA/SI/RIR in the third quarter of 1995, and submitted its Remedial
Action WorkPlan/Remedial Action Report ("RAW/RAR") to the NJDEP. Based
upon testing completed to date, NJDEP's comments to date respecting the
PA/SI/RIR and RAW/RAR, and reports to the Company by its environmental
counsel and environmental consultants, the Company believes that
substantially all of the actions required to meet the requirements of
the NJDEP have been completed.
Ronson Metals has also submitted a Decommissioning
Plan to the United States Nuclear Regulatory Commission ("NRC") in order
to terminate the NRC license held by Ronson Metals. The NRC approved the
Decommissioning Plan in the fourth quarter of 1994. After completion by
Ronson Metals' radiological consultant of the actions specified in the
approved Decommissioning Plan, Ronson Metals submitted its Final Survey
Report in the third quarter of 1995. Upon receipt of comments on the
Final Survey Report from the NRC, Ronson Metals' radiological consultant
performed additional testing and submitted a report to the Company in
the fourth quarter of 1995. The report indicated low-level contamination
below a small section of the concrete floor in one of the buildings at
Ronson Metals. Although the extent is not yet determinable, additional
testing and potential remediation activities will be required in this
small area.
As a result of the potential additional time and costs
related to this low-level contamination, the Company recorded a charge
of $970,000 in the fourth quarter of 1995 ($860,000 net of a deferred
income tax benefit). Although the Company believes it has accrued for
all costs to be incurred, the full extent of the costs is not
determinable until all testing and remediation have been completed and
accepted by the NJDEP and NRC.
Two of the Company's subsidiaries are subject to the New
Jersey Underground Storage Tank Law, N.J.S.A. 58:10A-21 et seq. and the
regulations promulgated thereunder, N.J.A.C. 7:14B-1.1 et seq.,
requiring upgrades to existing underground storage tanks. The Company
has replaced its underground storage tanks at one of its New Jersey
facilities. The Company will be required to upgrade or close its
underground storage tanks at its other New Jersey facility prior to
December 31, 1998. The cost of the remaining activities is not yet
determinable.
On August 31, 1995, the Company received a General
Notice Letter from the United States Environmental Protection Agency
("USEPA"), notifying the Company that the USEPA considered the Company
one of about four thousand Potentially Responsible Parties ("PRP's") for
waste disposed of prior to 1980 at a landfill in Monterey Park,
California, which the USEPA designated as a Superfund site ("Site"). The
USEPA identified manifests dated from 1974 through 1979 which allegedly
indicate that waste originating at the location of the Company's former
Duarte, California, hydraulic subsidiary was delivered to the Site. The
Company sold the Duarte, California, hydraulic subsidiary to the Boeing
Corporation in 1981.
As a result of successfully challenging the USEPA's
original volumetric allocation, on September 29, 1995, the USEPA reduced
the volume of waste attributed to the Duarte facility, Ronson Hydraulic
Units Corporation ("RHUCOR-CA"), and determined the volume to be "de
minimis". In addition, counsel for this matter has informed the Company
that factual arguments are available that could further reduce the
amount of waste attributed to the hydraulic subsidiary, and that
arguments also exist that the subsequent owners of the facility should
be required to pay a significant portion, or possibly all, of the costs
the USEPA determines to be due as a result of RHUCOR-CA's waste having
been sent to the Site.
Although the Company's final contribution amount, if
any, is not yet determinable, in the General Notice Letter, the USEPA
offered to partially settle the matter if the Company paid $212,000,
which would have been full settlement of the Fifth Partial Consent
Decree. This offer, however, was made prior to the USEPA reduction of
the volume of waste allocated to RHUCOR-CA and prior to the USEPA
determination that the waste volume is "de minimis". Because the USEPA
has determined that the volume of waste generated by the facility and
sent to the Site is "de minimis", and because the USEPA has sent a
General Notice Letter to another PRP for the same waste, the Company
believes that the cost, if any, will not have a material effect on the
Company's financial position.
Other than the expenditures related to the upgrade or
closure of underground storage tanks, the Company does not believe that
compliance with environmental laws and regulations will have a material
effect upon the Company's future capital expenditures. The Company
believes that compliance with environmental laws and regulations will
not have a material effect upon the Company's earnings or competitive
position.
PATENTS AND TRADEMARKS
The Company maintains numerous patents and trademarks for
varying periods in the United States, Canada, Mexico and a limited
number of other countries. While both industry segments may benefit from
the Company's name as a registered trademark, the patents and trademarks
which are held principally benefit the consumer products segment of the
Company's business.
SEASONALITY AND METHODS OF COMPETITION
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 $135,000, $86,000 and $74,000 during the fiscal years
ended December 31, 1995, 1994 and 1993, 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, 1995, the Company and its subsidiaries
employed a total of 145 persons.
CUSTOMER DEPENDENCE
The Company does not believe that it is dependent on any one
customer.
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
-------- -------------------
1993 54% 46%
1994 51% 49%
1995 56% 44%
(d) Financial information about foreign and domestic operations and
export sales.
Since 1981, the Company has not been engaged in significant
operations in foreign countries, although after December 31, 1982 it
recommenced sales of certain consumer packaged and lighter products in
Canada. In June 1985, Ronson-Canada was incorporated. This subsidiary is
the principal distributor of the Company's packaged and lighter products
in Canada. The Company has sold many of its trademarks outside of the
USA, Canada and Mexico.
Item 2 - PROPERTIES
The following list sets forth the location and certain other
information concerning the Company's principal manufacturing and office
facilities. The Company's manufacturing 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 carried on. (See paragraphs (a) and (b) below.) 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.
(a) The facilities in Woodbridge, New Jersey, and Canada
comprise the consumer products segment. The Trenton, New Jersey,
facilities are used by the aviation services segment.
(b) All facilities are fully utilized by the Company, except
for the facility of Ronson Metals, Newark, New Jersey (see Item 1 (a)
above).
(1) Woodbridge, New Jersey
Facilities included in (a) and (b) below are owned subject
to first and second mortgages in favor of United Jersey Bank.
(a) One medium facility for manufacturing packaged 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) Newark, New Jersey
Two medium and one small facilities are owned and are
constructed of brick, steel, concrete block and concrete. Operations
of these facilities have terminated.
(3) Somerset, New Jersey
One small facility for executive and consumer products
offices. This facility is leased under a lease which expires in June
1996. The facility is constructed of metal, cinder block and cement.
(4) Trenton, New Jersey
Facilities included in (a) and (b) below are owned subject
to a mortgage in favor of the Bank of New York, National Community
Division ("BONY/NCD").
(a) One medium facility for fixed wing/helicopter
operations/service, sales and office space leased to others. This
building is owned and is constructed of steel and concrete. The land on
which this building is located is leased under a leasehold with six
five-year terms automatically renewed, with the last five-year term
expiring in November 2007. The lease may be extended for five additional
five-year terms through November 2032, provided that during the
five-year term ending November 2007, Ronson Aviation invests $1,500,000
in capital improvements.
(b) One medium facility - "T" hangars. These structures are
owned and are constructed of aluminum and concrete. The land upon which
these structures are located is leased under a leasehold on the same
terms as in 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 was
extended in January 1996 and now expires in March 2001. This facility is
constructed of brick and cinder block.
Item 3 - LEGAL PROCEEDINGS
The Company is involved in various lawsuits. Management believes
that the outcome of these lawsuits will not have a material adverse
effect on the Company's financial position.
See Item 1. "Business Environmental Matters" for discussion of a
pending environmental matter involving a Superfund site in California.
Item 4 - SUBMISSION OF MATTERS TO A VOTE OF SECURITY-HOLDERS
(a) At the Company's Annual Stockholders' Meeting on
November 21, 1995, (the "Meeting"), the matters set forth in the
Company's 1995 Notice of Meeting and Proxy Statement, which is
incorporated herein by reference, were submitted to the Company's
stockholders.
(b) Mr. Robert A. Aronson, Mr. Justin P. Walder and Mr.
Erwin M. Ganz were elected as directors for three-year terms.
(c) The appointment of Demetrius & Company, L.L.C.,
independent auditors, to audit the consolidated financial statements of
the Company for the year 1995 was ratified.
The number of affirmative votes, negative votes and
abstentions on each matter is set forth in the Report of Inspectors of
Election, which is hereby incorporated by reference and a copy of which
is attached hereto as Exhibit 99(a).
PART II
Item 5 - MARKET FOR THE COMPANY'S COMMON STOCK AND RELATED
STOCKHOLDER MATTERS
The principal market for trading in Ronson common stock is
the Nasdaq SmallCap Market. Prior to October 2, 1995, the principal
market for trading in Ronson common stock was the NASD Electronic
Bulletin Board. 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.
1995
-------------------------------------------------
Quarter 1st 2nd 3rd 4th
-------------------------------------------------
High Bid 1 5/16 2 3/8 4 3/4 4 7/8
Low Bid 1 3/4 1 1/4 2
1994
-------------------------------------------------
Quarter 1st 2nd 3rd 4th
-------------------------------------------------
High Bid 1 3/4 1 3/8 1 3/8
Low Bid 1/2 3/8 1/8 5/8
At March 15, 1996, there were 6,034 stockholders of record
of the Company's common stock. Information required by this Item on the
frequency and amount of dividends is contained in Item 6 and is
incorporated herein by reference.
Item 6 - SELECTED FINANCIAL DATA
The information required by this Item is filed with this
Report below and is incorporated herein by reference.
Item 7 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
RESULTS OF OPERATIONS
1995 Compared to 1994
The Company's Earnings from Continuing Operations
increased in 1995 to $1,500,000 from $1,074,000 in 1994, an increase of
$426,000. The Company's Net Earnings in 1995 were $640,000 compared to
$1,074,000 in 1994. As discussed more fully below, the Net Earnings in
1995 were net of a Loss from Discontinued Operations of Ronson Metals
Corporation ("Ronson Metals"), Newark, New Jersey, of $860,000 related
to additional costs and expenses projected to complete compliance with
environmental requirements and the sale of Ronson Metals' properties.
Consolidated Net Sales increased to $26,953,000 in
1995 compared to $25,583,000 in 1994, an increase of 5%. Net Sales of
consumer products increased at Ronson Consumer Products Corporation
("RCPC"), Woodbridge, New Jersey, and at Ronson Corporation of Canada,
Ltd. ("Ronson-Canada"), (together "Ronson Consumer Products"), by 15% in
1995 compared to 1994 primarily as the result of increased shipments of
its products. Net Sales at Ronson Aviation, Inc. ("Ronson Aviation"),
Trenton, New Jersey, decreased by 5% in 1995 compared to 1994 primarily
due to reduced sales of general aviation services in 1995.
The Company's Cost of Sales, as a percentage of Net
Sales, was unchanged at 68% in 1995 compared to 1994. The Cost of Sales
percentage at Ronson Consumer Products increased to 51% in 1995 from 49%
in 1994 primarily as the result of a change in the mix of products sold.
The Cost of Sales percentage at Ronson Aviation increased to 91% in 1995
from 88% in 1994 primarily due to the lower sales of general aviation
services.
Selling, Shipping and Advertising Expenses, as a
percentage of Net Sales, were unchanged in 1995 at 12% compared to 1994.
General and Administrative Expenses, as a percentage of Net Sales,
decreased to 12% in 1995 from 13% in 1994 primarily due to increased Net
Sales in 1995.
Interest Expense increased to $541,000 in 1995 from
$322,000 in 1994. The increase in Interest Expense in 1995 was primarily
due to the additional debt from the new line of credit agreement between
RCPC and United Jersey Bank ("UJB") in January 1995 and to increased
short-term debt financing related to increased average inventory of
aircraft at Ronson Aviation.
Other-Net in 1995 included a gain of approximately
$96,000 from insurance proceeds. This was more than offset by expenses
totalling approximately $197,000 related to settlement of a legal matter
and to costs related to a Superfund site matter, more fully described in
the Financial Condition section below, in which Ronson Hydraulic Units
Corporation ("RHUCOR-CA"), Duarte, California, has been identified as a
de minimis Potentially Responsible Party ("PRP"). Other-Net in 1994
included $212,000 in expenses related to the retirement of certain
employees.
Earnings (Loss) from Discontinued Operations included
the operating results of Ronson Hydraulics Units Corporation ("Ronson
Hydraulics"), Charlotte, North Carolina, in 1993, the net gain on the
sale of the assets and business of Ronson Hydraulics on October 6, 1993,
and the costs recorded by the Company in 1995 and 1993 related to the
discontinuance of Ronson Metals, as follows (in thousands):
Year Ended December 31,
1995 1994 1993
---- ---- ----
Operating results of Ronson
Hydraulics, net of income taxes,
through October 6, 1993 .................... $ -- $ -- $ 612
Net gain on the sale of Ronson
Hydraulics ................................. -- -- 3,916
Discontinuance costs accrued
related to Ronson Metals ................... (860) -- (625)
-------- ----- --------
Earnings (loss) from discontinued
operations ................................. $ (860) $ -- $ 3,903
======= ====== =======
In December 1989, the Company adopted a plan to
discontinue the operations in 1990 of one of its New Jersey facilities,
Ronson Metals, and to comply with the New Jersey Environmental
Industrial Site Recovery Act ("ISRA") (formerly ECRA) and all other
applicable laws. As part of the plan to sell the properties of the
Ronson Metals discontinued operations, Ronson Metals has also been
involved in the termination of its United States Nuclear Regulatory
Commission ("NRC") license. Prior to the fourth quarter 1995, the total
costs and expenses related to terminating the Ronson Metals operations,
less the expected gain from the eventual sale of Ronson Metals' assets,
were projected to be approximately $1,920,000. These costs and expenses
consisted of: termination of Ronson Metals' operations; maintenance of
the Ronson Metals' property; and completion of compliance with
environmental regulations by Ronson Metals. In the fourth quarters of
1993, 1992, 1991 and 1990; the amounts of $625,000, $200,000, $520,000
and $575,000, respectively, (which total $1,920,000) were charged
against the Company's Earnings from Discontinued Operations. These
charges between the beginning of 1990 and year end 1993 were due
primarily: to costs incurred; to previously projected costs related to
the New Jersey Department of Environmental Protection ("NJDEP"); to a
lesser extent at that time, to NRC related activities; and to the
extended period of time previously projected for NJDEP and NRC
clearance. The liability for these costs and expenses recorded in the
financial statements at December 31, 1994 was considered adequate by the
Company, based upon: the results of testing completed by year end 1994;
NJDEP and NRC comments through 1994; reports to the Company by its
environmental counsel and environmental consultants that the
environmental compliance would be completed in 1995; and the sale of the
Ronson Metals property would be completed prior to December 31, 1995.
As the result of further testing completed and
reported to the Company by its radiological consultant in the fourth
quarter of 1995, certain subsurface conditions became known. The testing
indicated low-level contamination below a small section of the concrete
floor in one of the buildings at Ronson Metals. Additional testing is
now required in this small area. This additional testing and potential
remediation will increase the costs and will increase the time projected
to receive clearance from the NJDEP and the NRC. Resulting from the
fourth quarter 1995 radiological consultant's report and from the
information received in the first quarter of 1996, the Company accrued a
charge in the fourth quarter of 1995 of $970,000 ($860,000 net of the
deferred income tax benefit) due to the potential additional time and
costs projected.
Although the Company believes it has accrued for all
future costs, the full extent of the costs and time required is not
determinable until additional testing and remediation, if any, has been
completed and accepted by the NJDEP and by the NRC.
1994 Compared to 1993
The Company's Earnings from Continuing Operations increased
in 1994 to a profit of $1,074,000 from a Loss from Continuing Operations
in 1993 of $821,000, an improvement of $1,895,000. The Company's Net
Earnings in 1994 were $1,074,000. After the October 6, 1993 sale of the
assets and business of Ronson Hydraulics, which resulted in a net gain
of $3,916,000, the Company's Net Earnings in 1993 were $3,082,000. The
amount of the sale of the assets and business of Ronson Hydraulics to
Kaiser Aerospace and Electronics Corporation ("Kaiser"), including the
assumption by the buyer of certain liabilities, was approximately
$11,300,000. As a result of the sale, the operations of Ronson
Hydraulics have been classified as discontinued in all periods
presented. The Earnings from Continuing Operations and Net Earnings in
1994 included a deferred income tax benefit of $354,000 as the result of
a reduction in the valuation allowance on deferred tax assets (refer to
Note 3 of the Notes to Consolidated Financial Statements).
Consolidated Net Sales increased to $25,583,000 in 1994
compared to $19,725,000 in 1993, an increase of 30%. Net Sales of
consumer products increased at Ronson Consumer Products by 23% in 1994
compared to 1993 primarily as the result of increased shipments of its
products. Net Sales at Ronson Aviation increased by 38% in 1994 compared
to 1993 primarily due to increased aircraft sales and to increased sales
of general aviation services in 1994.
The Company's Cost of Sales, as a percentage of Net Sales,
was reduced to 68% in 1994 from 69% in 1993. The Cost of Sales
percentage at Ronson Consumer Products was reduced to 49% in 1994 from
54% in 1993 primarily as a result of the increased Net Sales in 1994 and
further improvements in manufacturing operations. The Cost of Sales
percentage at Ronson Aviation increased to 88% in 1994 from 87% in 1993
primarily due to a change in the mix of products. The higher aircraft
sales in 1994, while profitable, carry a much higher Cost of Sales
percentage.
Selling, Shipping and Advertising Expenses, as a percentage
of Net Sales, were reduced in 1994 to 12% from 14% in 1993 primarily as
a result of the increased Net Sales in 1994.
General and Administrative Expenses, as a percentage of Net
Sales, decreased to 13% in 1994 from 15% in 1993 primarily due to
increased Net Sales in 1994.
Interest Expense was reduced to $322,000 in 1994 from
$574,000 in 1993. This was primarily the result of the Company's
repayment in October 1993 of its debt of approximately $5,000,000 to
Foothill Capital Corporation, the Company's former principal lender.
Also, Ronson Aviation's average short-term debt was lower in 1994 than
in 1993.
Other-Net in 1994 included $212,000 in expenses related to
the retirement of employees. In 1993, Other-Net included $148,000 in
costs related to a partnership, Air Ronson Associates, which was
terminated in 1993, and included a charge of $120,000 related to cost
reductions in staff and leased office space.
Earnings from Discontinued Operations included the
operating results of Ronson Hydraulics in 1993, the net gain on the sale
of the assets and business of Ronson Hydraulics on October 6, 1993, and
the costs accrued by the Company in 1993 related to the discontinuance
of Ronson Metals as presented in the table above.
INCOME TAXES
On January 1, 1993, the Company adopted SFAS #109,
"Accounting for Income Taxes". Adoption of SFAS #109 did not have a
material impact on the financial position or results of operations of
the Company in 1993. In 1995 and 1994, the Company recognized deferred
income tax benefits of $686,000 and $354,000, respectively, as the
result of reductions in the valuation allowance related to the Company's
deferred tax assets. The 1995 and 1994 current income taxes were
presented net of credits arising from the utilization of available tax
losses and loss carryforwards in accordance with SFAS #109. In 1995,
current income tax expenses were composed of state income taxes of
$79,000. In 1993, income tax expenses of $200,000 were related to the
gain on the sale of Ronson Hydraulics. The 1993 income taxes were
charged against the gain on the sale and were presented net of credits
arising from the utilization of available tax losses and loss
carryforwards in accordance with SFAS #109. At December 31, 1995, the
Company had net operating loss carryforwards for federal income tax
purposes of approximately $12,000,000, investment tax credit
carryforwards of approximately $104,000 and alternative minimum tax
credit carryforwards of $60,000. (Refer to Note 3 of the Notes to
Consolidated Financial Statements.)
IMPACT OF INFLATION
The Company recognizes that inflation can adversely
affect the operating performance of a company. Therefore, in formulating
operating and pricing policy, the Company carefully considers changing
price levels. The Company believes that it has been able to pass along
cost increases as they relate to the production of goods and services.
FINANCIAL CONDITION
The Company's Stockholders' Equity improved to
$2,034,000 at December 31, 1995 from $1,171,000 at December 31, 1994.
The improvement of $863,000 was primarily due to the Company's 1995 Net
Earnings of $640,000. The Company had net working capital at December
31, 1995, of $178,000 as compared to a deficiency in working capital of
$1,427,000 at December 31, 1994. The improvement in working capital in
1995 of $1,605,000 was due primarily to the mortgage loan obtained by
the Company and RCPC in December 1995 of $1,300,000 from UJB, the Net
Earnings in 1995 of $640,000 and the classification as long-term of
$348,000 of the $456,000 mortgage loan from the Bank of New York,
National Community Division, ("BONY/NCD") to Ronson Aviation.
The Company's inventories increased by $880,000 in the
year ended December 31, 1995 primarily due to increased aircraft
inventory at Ronson Aviation.
On January 11, 1995, RCPC entered into an agreement
with UJB for a Revolving Loan and a Term Loan. The Revolving Loan
provides a line of credit up to $2,000,000 to RCPC based on accounts
receivable and inventory. The balance available under the Revolving Loan
is determined by the level of receivables and inventory. The Term Loan
of approximately $175,000 is payable in equal installments of $6,250,
plus interest. The loans bear interest at the rate of 2% above UJB's
prime rate (8.5% at December 31, 1995). The Revolving Loan and Term Loan
are secured by the accounts receivable, inventory, machinery and
equipment of RCPC, a second mortgage on the land, buildings and
improvements of RCPC and the guarantee of the Company. The UJB agreement
also has restrictive covenants which, among other things, limit the
transfer of assets between the Company and its subsidiaries.
In accordance with the previously extended terms of
the current $456,000 Ronson Aviation mortgage with BONY/NCD, the
mortgage balance had been due to be paid on June 30, 1995. In May 1995,
the Company and BONY/NCD extended the due date of the mortgage to
January 31, 1997. In connection with this extension of the due date of
the mortgage, the monthly principal payment was increased to $9,000 from
$7,083.
On December 1, 1995, the Company and RCPC entered into
a mortgage loan agreement with UJB in the amount of $1,300,000. The loan
is secured by a first mortgage on the land, buildings and improvements
of RCPC, and is payable in sixty monthly installments of $11,689,
including interest, and a final installment on December 1, 2000 of
$1,152,000. The loan bears interest at a fixed rate of 8.75%.
In November 1995, Ronson-Canada entered into an
agreement with Canadian Imperial Bank of Commerce ("CIBC") for a line of
credit of C$250,000. The line of credit is secured by the accounts
receivable and inventory of Ronson-Canada and amounts available under
the line are based on the level of accounts receivable. The loan bears
interest at the rate of 2% over the CIBC prime rate (7.5% at December
31, 1995). The line of credit is guaranteed by the Company.
Based on the amount of the loans outstanding and the
levels of accounts receivable and inventory at December 31, 1995, Ronson
Consumer Products had unused borrowings available at December 31, 1995,
of about $380,000 under the UJB and CIBC lines of credit described
above.
During the year ended December 31, 1995, Ronson
Aviation obtained new lines of credit for the purchase of aircraft
inventory to replace and augment its prior line of credit with BONY/NCD.
Ronson Aviation obtained a line of credit from UJB in the amount of
$2,000,000 secured by specified aircraft at interest rates of 1.5% to 2%
over the UJB prime rate. Ronson Aviation also obtained a line of credit
from General Electric Capital Corporation for the purchase of turbine
aircraft in the amount of $2,000,000 at an interest rate of 1.5% over
the prime rate. In addition, Ronson Aviation obtained a line of credit
from Cessna Finance Corporation in the amount of $1,250,000 secured by
specified aircraft at interest rates of 1.75% over the prime rate.
During the year ended December 31, 1995, the Company
made large payments to its principal defined benefit pension plan, the
Ronson Corporation Retirement Plan ("Retirement Plan"), substantially
reducing the Accumulated Benefit Obligation in Excess of Plan Assets to
$225,000 at December 31, 1995, from $2,154,000 at December 31, 1994, a
reduction of 90%. A contribution of $850,000 was made in January 1995 to
the Retirement Plan by the Company from the proceeds of the RCPC line of
credit from UJB. A further contribution of approximately $1,124,000 was
made by the Company to the Retirement Plan on December 1, 1995 out of
the proceeds of the mortgage loan from UJB. As a result of these
payments and the favorable actuarial results of the Retirement Plan's
assets and liabilities, the required contribution to the Retirement Plan
for the current plan year is approximately $600,000, or about $320,000
(35%) lower than the contribution for the prior plan year. Of this
$600,000 contribution amount, $225,000 was included in the December 1,
1995 payment noted above, and a further $145,000 was paid to the
Retirement Plan in January 1996, leaving a remaining balance to be paid
prior to March 15, 1997 of about $230,000. This reduction in the current
year's required contribution is because asset appreciation in 1995 and
the current year's contribution will bring the Retirement Plan to
fully-funded status for purposes of the Employees' Retirement Income
Security Act ("ERISA"). Further required contributions, if any, to the
Retirement Plan will be limited to only those required as the result of
changes in actuarial assumptions or of actuarial results less favorable
than presently assumed.
On December 30, 1994, the Company agreed to a
settlement with the United States Department of Labor ("DOL") and on
February 3, 1995, the Company agreed to a settlement with an appellate
officer of the Internal Revenue Service ("IRS"), which was accepted on
behalf of the Commissioner of the IRS on March 7, 1995, related to the
1991 contribution by the Company of unencumbered land in Salisbury,
North Carolina, not used in operations, to the Retirement Plan. The
settlements with the DOL and IRS settled all matters arising from the
IRS examination of the information return, Form 5500, of the Retirement
Plan for the years ended June 30, 1991 and June 30, 1992. Under the
terms of the settlements with the IRS and DOL, the land previously
contributed will remain in the Retirement Plan. A consent judgment with
the DOL in the amount of $855,194 was entered against the Company, with
simple interest at the rate of 4.72% per year, compounded annually, on
December 30, 1994. Payment of the judgment amount is stayed, and no
collection action will be taken unless the Company fails to make
required payments to an escrow account, described below. Further, the
amount of the judgment will be satisfied in whole, or in part, by the
proceeds from the sale of the North Carolina land by the Retirement
Plan. At December 31, 1995, the appraised value of the land was
$675,000, compared to the amount of the judgment, including interest, of
approximately $896,000 at December 31, 1995, for a net contingent
liability of the Company of approximately $221,000.
Under the terms of the settlement described above, the
Company will make annual installment payments to an escrow account which
will total the amount of the judgment, including interest, by March 15,
2000, as follows:
March 15, 1996 Interest only
March 15, 1997 $ 40,000 plus interest
March 15, 1998 $263,000 plus interest
March 15, 1999 $280,000 plus interest
March 15, 2000 $272,194 plus interest
The Trustees of the Retirement Plan have reported to
the Company that it is the Retirement Plan's intention to sell the North
Carolina land prior to March 15, 2000. If the land is sold by the
Retirement Plan before March 15, 2000, to the extent that the proceeds
from the sale are less than the amount of the judgment, including
interest, the funds held in the escrow account will be transferred to
the Retirement Plan to meet such shortfall. The balance will be returned
to the Company. If the land has not been sold by the Retirement Plan by
March 15, 2000, the entire escrow account will be transferred to the
Retirement Plan, and if the Company so requests, the Retirement Plan
will transfer the land to the Company.
On August 31, 1995, the Company received a General
Notice Letter from the United States Environmental Protection Agency
("USEPA"), notifying the Company that the USEPA considered the Company
one of about four thousand Potentially Responsible Parties ("PRP's") for
waste disposed of prior to 1980 at a landfill in Monterey Park,
California, which the USEPA designated as a Superfund site ("Site"). The
USEPA identified manifests dated from 1974 through 1979 which allegedly
indicate that waste originating at the location of the Company's former
Duarte, California, hydraulic subsidiary was delivered to the Site. The
Company sold the Duarte, California, hydraulic subsidiary to the Boeing
Corporation in 1981.
As a result of successfully challenging the USEPA's
original volumetric allocation, on September 29, 1995, the USEPA reduced
the volume of waste attributed to the Duarte facility, Ronson Hydraulic
Units Corporation ("RHUCOR-CA"), and determined the volume to be "de
minimis". In addition, counsel for this matter has informed the Company
that factual arguments are available that could further reduce the
amount of waste attributed to the hydraulic subsidiary, and that
arguments also exist that the subsequent owners of the facility should
be required to pay a significant portion, or possibly all, of the costs
the USEPA determines to be due as a result of RHUCOR-CA's waste having
been sent to the Site.
Although the Company's final contribution amount, if
any, is not yet determinable, in the General Notice Letter, the USEPA
offered to partially settle the matter if the Company paid $212,000,
which would have been full settlement of the Fifth Partial Consent
Decree. This offer, however, was made prior to the USEPA reduction of
the volume of waste allocated to RHUCOR-CA and prior to the USEPA
determination that the waste volume is "de minimis". Because the USEPA
has determined that the volume of waste generated by the facility and
sent to the Site is "de minimis", and because the USEPA has sent a
General Notice Letter to another PRP for the same waste, the Company
believes that the cost, if any, will not have a material effect on the
Company's financial position.
At December 31, 1995, RCPC had a commitment to acquire
certain packaging equipment at a cost of approximately $350,000 under a
capital lease. At December 31, 1995, the Company had made deposits on
the packaging equipment totalling approximately $202,000 ($118,000 on a
short-term note with the lessor and $84,000 in cash) which will be
repaid to the Company upon delivery of the equipment expected in the
second quarter of 1996. Other than this amount, the Company did not have
significant capital commitments. The Company has operating leases, the
most significant of which relates to office space used by the Company
and Ronson Consumer Products. The Company's total commitments under
capital and operating leases are presented in Note 6 of the Notes to
Consolidated Financial Statements.
At December 31, 1995, net assets of consolidated
subsidiaries, excluding intercompany accounts, amounted to approximately
$2,700,000, of which approximately $2,650,000 is restricted by loan
covenants as to transfer to the parent. (Refer to Note 5 of the Notes to
Consolidated Financial Statements.)
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, unused available borrowing under its
existing lines of credit, established external financing arrangements,
potential additional sources of financing and existing cash balances.
RECENT ACCOUNTING PRONOUNCEMENT
In October 1995, the Financial Accounting Standards
Board ("FASB") issued SFAS #123, "Accounting for Stock-Based
Compensation". SFAS #123 is effective for fiscal years beginning after
December 15, 1995. Under SFAS #123, stock options are considered to be a
form of compensation. For the purposes of recognition of the value of
the stock options as compensation, the FASB allows the use of the
intrinsic value method under APB Opinion 25 or the fair value method
prescribed in SFAS #123. If the intrinsic value method is used, the
effect of use of the fair value method must be disclosed on a pro forma
basis. The Company will adopt SFAS #123 in 1996 as required. Because the
number of stock options granted by the Company is generally not
substantial, the Company believes that implementation of SFAS #123 will
not have a material impact on the financial position or the results of
operations of the Company.
Item 8 - FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
Financial statements required by this item are included in
Item 14.
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, 1995, 1994 and 1993.
PART III
Item 10 - DIRECTORS AND EXECUTIVE OFFICERS OF THE COMPANY
(a) Identification of directors.
The following table indicates certain information
about the Company's six (6) 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 73 1952 - 1996 President & Chief
Present Executive Officer; Chairman
of Executive Committee and
Finance Committee; Member of
Nominating Committee.
Robert A. Aronson 46 1993- 1998 Member of Audit Committee
Present and Finance Committee;
Senior Vice President/Chief
Financial Officer of Dreher,
Inc., Newark, NJ, the
principal business of which
is the manufacture and import
of leather products; son of
the President and Chief
Executive Officer of the
Company.
Barton P. Ferris, Jr. 55 1989- 1996 Member of Finance Committee;
Present Managing Director-Corporate
Finance, Commonwealth
Associates, New York, NY, the
principal business of which
is investment banking and
securities brokerage, October
1995 to present. Managing
Director-Investment Banking,
Lepercq, de Neuflize &
Co.,Incorporated, New York,
NY, the principal business of
which is investment banking
and money management, January
1990 to October 1995;
Director of Family Bargain
Corporation.
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)
- ----------------- --- -------- -------- -----------------------------
Erwin M. Ganz 66 1976 - 1998 Chairman of Audit
Present Committee; Member of
Executive Committee, Finance
Committee and Nominating
Committee; Executive Vice
President- Industrial
Operations, 1975-1993; Chief
Financial Officer, 1987-1993.
Justin P. Walder 60 1972 - 1998 Secretary; Assistant Cor-
Present poration Counsel; Member of
Executive Committee and
Nominating Committee;
Principal in Walder, Sondak &
Brogan, P.A., Attorneys at
Law, Roseland, NJ.
Saul H. Weisman 70 1978 - 1997 Member of Executive
Present Committee and Audit
Committee; President, Jarett
Industries, Inc., Cedar
Knolls, NJ, the principal
business of which is the sale
of hydraulic and pneumatic
equipment to industry.
No director also serves as a director of another company
registered under the Securities Exchange Act of 1934, except for Mr. Ferris, who
serves as a director of Family Bargain Corporation.
(b) Identification of executive officers.
The following table sets forth certain information concerning
the executive officers of the Company, each of whom is serving a one-year term
of office, except Mr. Louis V. Aronson II, who is a party to an employment
contract with the Company which expires on December 31, 1998.
Positions and Offices
Period Served with Company;
Name Age as Officer Family Relationships
---- --- ------------- ---------------------
Louis V. Aronson II 73 1953 - President & Chief Executive
Present Officer; Chairman of
Executive Committee and
Finance Committee; Director.
Daryl K. Holcomb 45 1988 - Controller and Treasurer;
Present
1993 - Chief Financial Officer; None.
Present
Justin P. Walder 60 1989 - Secretary;
Present
1972 - Assistant Corporation Counsel;
Present Director; None.
Messrs. L.V. Aronson and Holcomb have been employed by
the Company in executive and/or professional capacities for at least the
five-year period immediately preceding the date hereof. Mr. Justin P.
Walder has been Assistant Corporation Counsel and Director of the
Company and a principal in Walder, Sondak & Brogan, P.A., Attorneys at
Law, for at least the five-year period immediately preceding the date
hereof.
(c) Section 16(a) Reporting Comments
Under Securities and Exchange Commission ("SEC") rules,
the Company is required to review copies of beneficial ownership reports
filed with the Company which are required under Section 16(a) of the
Exchange Act by officers, directors and greater than 10% beneficial
owners. Based solely on the Company's review of forms filed with the
Company, the Company believes no information is required to be reported
under this item.
Item 11 - EXECUTIVE COMPENSATION
SUMMARY COMPENSATION TABLE
The Summary Compensation Table presents compensation
information for the years ended December 31, 1995, 1994 and 1993 for the
Chief Executive Officer and the other executive officer of the Company
whose base salary and bonus exceeded $100,000.
SUMMARY COMPENSATION TABLE
----------------------------
Long-Term
Compensa- All
Annual Compensation tion Other
Name and -------------------- --------- Compen-
Principal Salary Bonus Options/ sation
Position Year (1) SARS (#) (2)
--------- ---- -------------------- --------- -------
Louis V. Aronson II 1995 $403,882 $53,031 -- $ 9,264
President & Chief 1994 377,460 78,830 -- 9,174
Executive Officer 1993 365,144 31,833 -- 10,205
Daryl K. Holcomb 1995 100,625 13,322 5,500 2,424
Chief Financial 1994 95,625 20,583 -- 2,040
Officer, Controller 1993 95,000 7,716 7,000 2,040
& Treasurer
Footnotes
---------
(1) The compensation included in the bonus column is an incentive
payment resulting from the attainment by the Company's subsidiaries
of certain levels of net sales and profits before taxes.
(2) In 1995, All Other Compensation included matching credits by the
Company under its Employees' Savings Plan (Mr. L.V. Aronson, $3,000
and Mr. Holcomb, $2,424); and the cost of term life insurance
included in split-dollar life insurance policies (Mr. L.V. Aronson,
$6,264).
OPTION GRANTS IN LAST FISCAL YEAR
-----------------------------------
Individual Grants Potential
---------------------------------------------------- | Realizable
Percent | Value at Assumed
of Total | Annual Rates of
Options | Stock Price
Granted to | Appreciation for
Options Employees Exercise | Option Term (1)
Granted in Fiscal Price Expiration |------------------
Name (#) Year (per sh) Date | 5% 10%
---- ------- ---------- -------- ---------- | ------ ------
Daryl K. |
Holcomb 5,500 100% $1.625 May 22, 2000 | $2,469 $5,456
(1) Amounts for the named executive shown in these columns have been
derived by multiplying the exercise price by the annual
appreciation rate shown (compounded for the term of the options),
multiplying the result by the number of shares covered by the
options, and subtracting the aggregate exercise price of the
options. The dollar amounts set forth under this heading are the
result of calculations at the 5% and 10% rates set by the SEC and
therefore are not intended to forecast possible future
appreciation, if any, of the stock price of the Company.
AGGREGATED OPTION EXERCISES AND YEAR-END OPTION VALUES
The following table summarizes, for each of the named
executive officers, the number of stock options unexercised at December
31, 1995. All options held by the named executives were exercisable at
December 31, 1995. "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
Shares Number of In-the-Money
Acquired Unexercised Options Options at
on Value (1) at FY-End (2) FY-End (3)
Name Exercise Realized Exercisable Exercisable
---- -------- --------- ------------------- -----------
Louis V. Aronson II 20,000 $34,750 20,000 (4) $11,250
Daryl K. Holcomb -- -- 20,000 48,663
Footnotes
---------
(1) The value realized equals the market value of the common stock
acquired on the date of exercise minus the exercise price.
(2) The options held by the named executive officers at December 31,
1995 are exercisable at any time and expire at various times from
May 16, 1996, through May 22, 2000.
(3) The value of the unexercised options was determined by comparing
the average of the bid and asked prices of the Company's common
stock at December 31, 1995, to the option prices. All options held
by the named executive officers were in-the-money at December 31,
1995.
(4) The options held by Mr. L.V. Aronson were exercised in March
1996.
LONG-TERM INCENTIVE PLANS
None.
PENSION PLAN
No named executive is a participant in a defined benefit
pension plan of the Company.
COMPENSATION OF DIRECTORS
Effective January 1, 1996, directors who are not
officers of the Company receive an annual fee of $7,500 and, in
addition, are compensated at the rate of $600 for each meeting of the
Company's Board of Directors actually attended and $350 for each meeting
of a Committee of the Company's Board of Directors actually attended.
Officers receive no compensation for their services on the Board or on
any Committee.
EMPLOYMENT CONTRACTS AND TERMINATION OF EMPLOYMENT AND
CHANGE-IN-CONTROL ARRANGEMENTS
Mr. L.V. Aronson II is a party to an employment contract
with the Company dated September 21, 1978, which, as amended on July 24,
1980, July 1, 1982, October 11, 1985, July 7, 1988, May 10, 1989, August
22, 1991 and May 22, 1995, provides for a term expiring December 31,
1998. The employment contract provides for the payment of a base salary
which is to be increased 7% as of January 1 of each year. It also
provides that the Company shall reimburse Mr. L.V. Aronson for expenses,
provide him with an automobile, and pay a death benefit equal to two
years' salary. 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, a 7% salary increase due January 1, 1991
under the terms of the contract was waived. During 1992 also, 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. Under the employment contract,
Mr. L.V. Aronson's full compensation will continue in the event of Mr.
L.V. Aronson's disability for the duration of the agreement or one full
year, whichever is later. The employment contract also provides that if,
following a Change in Control (as defined in the employment contract),
Mr. L.V. Aronson's employment with the Company terminated under
prescribed circumstances as set forth in the employment contract, the
Company will pay Mr. L.V. Aronson a lump sum equal to the base salary
(including the required increases in base salary) for the remaining term
of the employment contract.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER
PARTICIPATION
The Board of the Company, as a whole, provides overall
guidance of the Company's executive compensation program. All members of
the Board participate in the review and approval of each of the
components of the Company's executive compensation program described
below, except that no director who is also a Company employee
participates in the review and approval of his compensation. Directors
of the Company who are also current employees of the Company are Messrs.
L.V. Aronson and Walder. Directors of the Company who are also former
employees of the Company are Messrs. R.A. Aronson, whose employment with
the Company ceased in 1987, and Ganz, who retired from the Company in
1993. Mr. Ganz has a consulting agreement with the Company for the
period ending December 31, 1997 which is cancellable at any time by
either party with 60 days notice and which compensated Mr. Ganz for his
services at the rate of $55,000 in the year ended December 31, 1995, and
provides compensation of $57,500 per year for the years ending December
31, 1996 and 1997, plus participation in the Company's health and life
insurance plans.
(a) Transactions with management and others.
During the year ended December 31, 1995, the Company and
Ronson Consumer Products were provided printing services by Michael
Graphics, Inc., a New Jersey corporation, amounting to $99,313. A
greater than 10% shareholder of Michael Graphics, Inc. is the son-in-law
of the Company's President, who also serves as a director.
During the year ended December 31, 1995, RCPC, Ronson
Aviation and Ronson Metals retained the firm of Walder, Sondak & Brogan,
P.A., Attorneys at Law, to perform legal services amounting to $69,662.
Justin P. Walder, a principal in that firm, is a director and officer of
the Company.
(b) Certain business relationships.
None.
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 (1) Class
---------------- -------- ------------- ----------
Louis V. Aronson II Common 406,935 (2) 20.8% (1)
Campus Drive
P.O. Box 6707
Somerset, New Jersey 08875
Ronson Corporation Retirement
Plan Common 165,260 8.9% (2)
Campus Drive
P.O. Box 6707
Somerset, New Jersey 08875
Patrick Kintz Common 222,766 12.5% (3)
8323 Misty Vale
Houston, Texas 77075
(1) Includes 166,979 shares of unissued common stock issuable to Mr.
L.V. Aronson upon conversion of 166,979 shares of 12% Cumulative
Convertible Preferred Stock owned by Mr. L.V. Aronson.
(2) Includes 91,487 shares of unissued common stock issuable to the
Retirement Plan upon conversion of 91,487 shares of 12% Cumulative
Convertible Preferred 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, E.M. Ganz and I.M. Gedinsky.
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 572,195 shares, or 28.0% of the class. If the
shares held by the Retirement Plan were included in Mr. Ganz's
beneficial ownership, Mr. Ganz's beneficial ownership would be
182,063 shares, or 9.7% of the class. If the shares held by the
Retirement Plan were included in Mr. Gedinsky's beneficial
ownership, Mr. Gedinsky's beneficial ownership would be 165,260
shares or 8.8% of the class. The Retirement Plan's holdings were
reported in 1988 on Schedule 13G.
(3) Includes 195,066 common shares owned directly, 24,600 common shares
owned as tenant in common with his spouse and 3,100 common shares
owned by his spouse. This information was provided to the Company
by Mr. Kintz.
(b) Security Ownership of Management
The following table shows the number of shares of common
stock beneficially owned by each director and by all directors and
officers as a group and the percentage of the total shares of common
stock outstanding 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 406,935 (3) 20.8%
Robert A. Aronson 1,599 (1)
Barton P. Ferris, Jr. 36,349 2.0%
Erwin M. Ganz 16,803 (3) (1)
Justin P. Walder 24,981 1.4%
Saul H. Weisman 7,923 (1)
All Directors and
Officers as a group
(eight (8) individuals
including those named above) 515,990 25.4%
(1) Shares owned beneficially are less than 1% of total shares
outstanding.
(2) Shares listed as owned beneficially include 219,070 shares of 12%
Cumulative Convertible Preferred Stock and 25,700 shares subject to
option under the Ronson Corporation 1983 and 1987 Incentive
Stock Option Plans as follows:
12% Cumulative
Convertible Preferred Common Shares
Shares Under Option
--------------------- --------------
Louis V. Aronson II 166,979 --
Robert A. Aronson 566 --
Barton P. Ferris, Jr. 25,411 --
Erwin M. Ganz 7,843 --
Justin P. Walder 13,603 4,500
Saul H. Weisman 4,568 --
All Directors and Officers
as a group (eight (8)
individuals including
those named above) 219,070 25,700
(3) Does not include 73,773 shares of issued common stock owned by the
Retirement Plan and 91,487 shares of unissued common stock issuable
to the Retirement Plan upon conversion of 91,487 shares of 12%
Cumulative Convertible Preferred Stock. The shares held by the
Retirement Plan are voted by the Plan's trustees, Messrs. L.V.
Aronson, E.M. Ganz and I.M. Gedinsky. 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 572,195
shares, or 28.0% of the class. If the shares held by the Retirement
Plan were included in Mr. Ganz's beneficial ownership, Mr. Ganz's
beneficial ownership would be 182,063 shares, or 9.7% 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.
Item 13 - CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Refer to Compensation Committee Interlocks and Insider
Participation in Item 11 above for information in response to (a) and
(b) of this Item.
(c) Indebtedness of management.
None.
(d) Transactions with promoters.
Not applicable.
PART IV
Item 14 - EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON
FORM 8-K
(a) (1) and (2) - The response to this portion of Item 14 is submitted
as a separate section of this Report.
(3) Listing of exhibits, as applicable.
(3) Articles of incorporation and by-laws are
incorporated herein by reference.
(4) Instruments defining the rights of security
holders, including indentures.
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 United Jersey Bank for a Revolving Loan and a Term Loan
(refer to Notes 4 and 5 of the Notes to Consolidated Financial
Statements). The agreements were attached to the Company's 1994 Form
10-K as Exhibits 10(a)-10(f).
On December 1, 1995 the Company and RCPC entered
into a mortgage loan agreement with UJB (refer to Note 5 of the Notes to
Consolidated Financial Statements). The agreements are attached hereto
as Exhibits 10.1 and 10.2 as follows:
.1 Mortgage Note dated December 1, 1995, in
the amount of $1,300,000 between Ronson Consumer Products Corporation,
Ronson Corporation and United Jersey Bank.
.2 Mortgage and Security Agreement dated
December 1, 1995, between Ronson Consumer Products Corporation and
United Jersey Bank.
Ronson Aviation has an outstanding mortgage loan
agreement with the Bank of New York, National Community Division, which
was filed as Exhibits 2 and 3 to the Company's Form 10-Q for the quarter
ended June 30, 1995.
For further information on 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, 1995, filed with this Report
pursuant to Item 8, which is incorporated herein by reference.
The Company is a party to an employment contract
with Mr. Louis V. Aronson II dated December 21, 1978, as amended July
24, 1980, July 1, 1982, October 11, 1985, July 7, 1988, May 10, 1989,
August 22, 1991 and May 22, 1995. 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.
.3 The Summary of the Management Incentive
Plan of the Company and its subsidiaries is attached as Exhibit 10.3.
(11) Statement re computation of per share earnings
is attached hereto as Exhibit 11.
(20) The Ronson Corporation Notice of Meeting of
Stockholders held on November 21, 1995, and Proxy Statement was filed on
October 18, 1995, 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
Ronson Metals Corporation New Jersey
Foreign
-------
Ronson Corporation of Canada, Ltd. Canada
The Company also holds 100% of the voting power
of three 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) Consents of experts and counsel attached hereto
as Exhibit 23 (a) and (b).
(99) Additional exhibits.
(a) Report of Inspectors of Election for the
Ronson Corporation Annual Meeting of Stockholders on November 21, 1995.
(b) Reports on Form 8-K filed in the fourth quarter of 1995.
None.
(c) Exhibits - The response to this portion of Item 14 is submitted as a
separate section of this Report. (See Item (a) (3).)
(d) Financial Statement Schedules - The response to this portion of Item
14 is submitted as a separate section of this Report.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the
Securities Exchange Act of 1934, the Company has duly caused this Report to
be signed on its behalf by the undersigned, thereunto duly authorized.
RONSON CORPORATION
Dated: March 28, 1996 By: /s/Louis V. Aronson II
----------------------------------------
Louis V. Aronson II, President and
Chief Executive Officer and Director
Dated: March 28, 1996 By: /s/Daryl K. Holcomb
----------------------------------------
Daryl K. Holcomb, Chief Financial
Officer, Controller and Treasurer
Dated: March 28, 1996 By: /s/Justin P. Walder
----------------------------------------
Justin P. Walder, Secretary and
Director
Dated: March 28, 1996 By: /s/Robert A. Aronson
----------------------------------------
Robert A. Aronson, Director
Dated: March 28, 1996 By: /s/Barton P. Ferris, Jr.
----------------------------------------
Barton P. Ferris, Jr., Director
Dated: March 28, 1996 By: /s/Erwin M. Ganz
----------------------------------------
Erwin M. Ganz, Director
Dated: March 28, 1996 By: /s/Saul H. Weisman
----------------------------------------
Saul H. Weisman, Director
ANNUAL REPORT ON FORM 10-K
ITEM 8, ITEM 14 (a) (1) and (2), and (d)
FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
LIST OF FINANCIAL STATEMENTS AND FINANCIAL STATEMENT SCHEDULES
YEAR ENDED DECEMBER 31, 1995
RONSON CORPORATION
SOMERSET, NEW JERSEY
RONSON CORPORATION FIVE-YEAR SELECTED FINANCIAL DATA
- ----------------------------------------------------
Dollars (other than per share amounts) in thousands
1995 1994 1993 1992 1991
-------- -------- -------- -------- --------
Net sales (1) ............... $ 26,953 $ 25,583 $ 19,725 $ 22,727 $ 20,355
Earnings (loss) from
continuing operations (1) .. 1,500 1,074 (821) (1,073) (746)
Total assets ................. 13,403 11,887 9,896 16,874 16,250
Long-term obligations ........ 2,195 1,121 1,760 5,355 5,814
Per common share (3):
Earnings (loss) from
continuing operations (2):
Assuming no dilution ..... 0.77 0.52 (0.59) (0.75) (0.57)
Assuming full dilution ... 0.58 0.42 (0.59) (0.75) (0.57)
(1) Net sales and loss from continuing operations for 1991 through 1992 have
been reclassified to conform with the presentation of continuing and
discontinued operations.
(2) "No dilution" assumes no conversion of preferred shares to common and "full
dilution" assumes full conversion of all preferred shares to common. The
assumed conversion of preferred shares to common was anti-dilutive for the
years ended December 31, 1991 through 1993, and therefore, was excluded from
the computation of loss per common share, assuming full dilution, for
purposes of this presentation.
(3) No dividends on common stock were declared or paid during the five years
ended December 31, 1995.
FORM 10-K -- ITEM 14 (a) (1) and (2)
RONSON CORPORATION AND ITS WHOLLY OWNED SUBSIDIARIES
LIST OF FINANCIAL STATEMENTS AND FINANCIAL STATEMENT SCHEDULES
The following consolidated financial statements of Ronson Corporation and its
wholly owned subsidiaries are included in Item 8:
Consolidated Balance Sheets - December 31, 1995 and 1994
Consolidated Statements of Earnings - Years Ended
December 31, 1995, 1994 and 1993
Consolidated Statements of Cash Flows - Years Ended December 31, 1995,
1994 and 1993
Notes to Consolidated Financial Statements
The following consolidated financial statement schedules of Ronson
Corporation and its wholly owned subsidiaries to be included in Item 14(d)
will be filed by the Company by amendment before April 30, 1996.
Schedule I Condensed Financial Information
of Company
Schedule II Valuation and Qualifying Accounts
INDEPENDENT AUDITORS' REPORT
----------------------------
The Board of Directors and Stockholders
Ronson Corporation
We have audited the accompanying consolidated balance sheets of Ronson
Corporation and subsidiaries as of December 31, 1995 and 1994, and the
related consolidated statements of earnings and cash flows for the years then
ended. 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 generally accepted auditing
standards. Those standards require that we plan and perform the audits to
obtain reasonable assurance about whether the financial statements are free
of material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial statements.
An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the consolidated financial position of Ronson
Corporation and subsidiaries as of December 31, 1995 and 1994, and the
consolidated results of their operations and their cash flows for the years
then ended in conformity with generally accepted accounting principles.
DEMETRIUS & COMPANY, L.L.C.
Wayne, New Jersey
March 5, 1996
Independent Auditors' Report
----------------------------
The Board of Directors and Stockholders
Ronson Corporation:
We have audited the accompanying consolidated statements of earnings, and
cash flows of Ronson Corporation and subsidiaries for the year ended December
31, 1993. These consolidated financial statements are the responsibility of
the Company's management. Our responsibility is to express an opinion on
these consolidated financial statements based on our audit.
We conducted our audit in accordance with generally accepted auditing
standards. 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 audit provides a
reasonable basis for our opinion.
In our opinion, the consolidated financial statements referred to above
present fairly, in all material respects, the results of operations and cash
flows of Ronson Corporation and subsidiaries for the year ended December 31,
1993 in conformity with generally accepted accounting principles.
The accompanying consolidated financial statements have been prepared
assuming that Ronson Corporation and subsidiaries will continue as a going
concern. The Company incurred losses from continuing operations in each of
the years in the three-year period ended December 31, 1993, and the Company
had a working capital deficiency at such date. The matters discussed above
raise substantial doubt about the Company's ability to continue as a going
concern. The consolidated financial statements do not include any adjustments
that might result from the outcome of these uncertainties.
KPMG Peat Marwick LLP
Short Hills, New Jersey
April 14, 1994
RONSON CORPORATION AND ITS WHOLLY OWNED SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
- ---------------------------
Dollars in thousands
ASSETS
------ December 31,
----------------------
1995 1994
------- -------
CURRENT ASSETS:
Cash ..................................................... $ 64 $ 186
Accounts receivable, less allowances for doubtful accounts
of: 1995, $86; 1994, $95 ............................... 1,940 1,697
Inventories:
Finished goods ......................................... 5,501 4,650
Work in process ........................................ 177 76
Raw materials .......................................... 700 772
------- -------
6,378 5,498
Other current assets ..................................... 783 690
Current assets of discontinued operations ................ 187 97
------- -------
TOTAL CURRENT ASSETS ............................... 9,352 8,168
PROPERTY, PLANT AND EQUIPMENT:
Land ..................................................... 19 19
Buildings and improvements ............................... 3,477 3,360
Machinery and equipment .................................. 2,995 2,902
Construction in progress ................................. 45 5
------- -------
6,536 6,286
Less accumulated depreciation and amortization ........... 4,370 4,049
------- -------
2,166 2,237
INTANGIBLE PENSION ASSETS ................................ 419 463
OTHER ASSETS ............................................. 764 588
OTHER ASSETS OF DISCONTINUED OPERATIONS .................. 702 431
------- -------
$13,403 $11,887
======= =======
See notes to consolidated financial statements.
RONSON CORPORATION AND ITS WHOLLY OWNED SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
- ---------------------------
Dollars in thousands (except share data)
LIABILITIES AND STOCKHOLDERS' EQUITY
------------------------------------ December 31,
-------------------------
1995 1994
-------- --------
CURRENT LIABILITIES:
Short-term debt ............................................ $ 4,472 $ 2,750
Current portion of long-term debt .......................... 211 553
Current portion of lease obligations ....................... 40 58
Current portion of pension obligations ..................... 280 1,913
Accounts payable ........................................... 1,428 1,693
Accrued expenses ........................................... 1,750 2,044
Current liabilities of discontinued operations ............. 993 584
-------- --------
TOTAL CURRENT LIABILITIES ............................. 9,174 9,595
LONG-TERM DEBT ............................................. 1,728 --
LONG-TERM LEASE OBLIGATIONS ................................ 37 79
PENSION OBLIGATIONS ........................................ 287 559
OTHER LONG-TERM LIABILITIES ................................ 78 382
LONG-TERM LIABILITIES OF DISCONTINUED OPERATIONS ........... 65 101
COMMITMENTS AND CONTINGENCIES
STOCKHOLDERS' EQUITY
Preferred stock, no par value, authorized 5,000,000 shares:
12% cumulative convertible, $.01 stated value, outstanding
1995, 847,308 and 1994, 873,267 .......................... 8 9
Common stock par value $1
1995 1994
---- ----
Authorized shares............... 11,848,106 11,848,106
Reserved shares................. 917,374 979,499
Issued (including treasury)..... 1,820,893 1,767,934 1,821 1,768
Additional paid-in capital ................................. 30,308 30,329
Accumulated deficit ........................................ (27,081) (27,721)
Unrecognized net loss on pension plans ..................... (1,403) (1,595)
Cumulative foreign currency translation adjustment ......... (26) (26)
-------- --------
3,627 2,764
Less cost of treasury shares:
1995, 62,087 and 1994, 62,035 common shares ................ 1,593 1,593
-------- --------
TOTAL STOCKHOLDERS' EQUITY ............................... 2,034 1,171
-------- --------
$ 13,403 $ 11,887
======== ========
See notes to consolidated financial statements.
RONSON CORPORATION AND ITS WHOLLY OWNED SUBSIDIARIES
CONSOLIDATED STATEMENTS OF EARNINGS
- -----------------------------------
Dollars in thousands (except per share data)
Year Ended December 31,
-----------------------------------------
1995 1994 1993
-------- -------- --------
NET SALES .................................... $ 26,953 $ 25,583 $ 19,725
-------- -------- --------
Cost and expenses:
Cost of sales .............................. 18,416 17,424 13,605
Selling, shipping and advertising .......... 3,340 3,166 2,690
General and administrative ................. 3,141 3,272 2,919
Depreciation and amortization .............. 344 337 321
-------- -------- --------
25,241 24,199 19,535
-------- -------- --------
EARNINGS FROM CONTINUING OPERATIONS BEFORE
INTEREST AND OTHER ITEMS ................... 1,712 1,384 190
-------- -------- --------
Other expense:
Interest expense ........................... 541 322 574
Other-net .................................. 168 342 437
-------- -------- --------
709 664 1,011
-------- -------- --------
EARNINGS (LOSS) FROM CONTINUING OPERATIONS
BEFORE INCOME TAXES ........................ 1,003 720 (821)
Income tax benefits-net ...................... 497 354 --
-------- -------- --------
EARNINGS (LOSS) FROM CONTINUING OPERATIONS ... 1,500 1,074 (821)
-------- -------- --------
Discontinued operations:
Loss from discontinued operations (net of
applicable deferred income tax benefit of
$110 in 1995) ............................ (860) -- (13)
Gain on sale of Ronson Hydraulics (net of
applicable income taxes of $200 in 1993) . -- -- 3,916
-------- -------- --------
Earnings (loss) from discontinued operations . (860) -- 3,903
-------- -------- --------
NET EARNINGS ................................. $ 640 $ 1,074 $ 3,082
======== ======== ========
RONSON CORPORATION AND ITS WHOLLY OWNED SUBSIDIARIES
CONSOLIDATED STATEMENTS OF EARNINGS
- -----------------------------------
Dollars in thousands (except per share data)
Year Ended December 31,
-----------------------------------------
1995 1994 1993
-------- -------- --------
EARNINGS (LOSS) PER COMMON SHARE:
Assuming no dilution:
Earnings (loss) from continuing operations . $ 0.77 $ 0.52 $ (0.59)
Earnings (loss) from discontinued operations (0.50) -- 2.30
-------- -------- --------
Net earnings ............................... $ 0.27 $ 0.52 $ 1.71
======== ======== ========
Assuming full dilution:
Earnings (loss) from continuing operations . $ 0.58 $ 0.42 $ (0.32)
Earnings (loss) from discontinued operations (0.33) -- 1.52
-------- -------- --------
Net earnings ............................... $ 0.25 $ 0.42 $ 1.20
======== ======== ========
See notes to consolidated financial statements.
RONSON CORPORATION AND ITS WHOLLY OWNED SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
- -------------------------------------
DOLLARS IN THOUSANDS
Year Ended December 31,
-----------------------
1995 1994 1993
---- ---- ----
Cash Flows from Operating Activities:
Net earnings ............................................... $ 640 $ 1,074 $ 3,082
Adjustments to reconcile net earnings to net cash
provided by (used in) operating activities:
Depreciation and amortization ......................... 344 337 579
Deferred income tax benefits .......................... (686) (354) --
Net gain on sale of assets and business of
Ronson Hydraulics ................................. -- -- (3,916)
Increase (decrease) in cash from changes in:
Accounts receivable ............................... (243) (417) 400
Inventories ....................................... (880) (1,297) 617
Other current assets .............................. (19) (246) 280
Accounts Payable .................................. (287) 252 (182)
Accrued expenses .................................. 141 181 458
Net change in pension-related accounts ................ (1,669) 292 (1,347)
Other ................................................. (148) (65) 224
------ ------ ------
Net cash provided by (used in) operating activities (2,807) (243) 195
------ ------ ------
Cash Flows from Investing Activities:
Net proceeds from sale of assets and business
of Ronson Hydraulics .................................. -- -- 7,690
Capital expenditures ....................................... (277) (314) (459)
------ ------ ------
Net cash provided by (used in) investing activities (277) (314) 7,231
------ ------ ------
Cash Flows from Financing Activities:
Proceeds from long-term debt ............................... 1,533 -- --
Proceeds from short-term debt .............................. 8,848 1,528 2,008
Proceeds from exercise of stock options .................... 31 4 --
Payments of dividends on preferred stock ................... -- (92) (184)
Payments of long-term debt ................................. (147) (85) (5,710)
Payments of long-term lease obligations .................... (60) (55) (229)
Payments of short-term debt ................................ (7,243) (1,164) (2,809)
------ ------ ------
Net cash provided by (used in) financing activities 2,962 136 (6,924)
------ ------ ------
Net increase (decrease) in cash ............................ (122) (421) 502
Cash at beginning of year .................................. 186 607 105
------ ------ ------
Cash at end of year ........................................ $ 64 $ 186 $ 607
====== ====== ======
See notes to consolidated financial statements.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Note 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:
Principles of Consolidation - The consolidated financial statements
include the accounts of Ronson Corporation (the "Company") and its
subsidiaries, all of which are wholly owned. Its principal subsidiaries are
Ronson Consumer Products Corporation ("RCPC"), Woodbridge, New Jersey; Ronson
Corporation of Canada, Ltd. ("Ronson-Canada"), Mississauga, Ontario, Canada
(together "Ronson Consumer Products"); Ronson Aviation, Inc. ("Ronson
Aviation"), Trenton, New Jersey; and Ronson Metals Corporation ("Ronson
Metals"), Newark, New Jersey. All significant intercompany accounts and
transactions have been eliminated in consolidation.
Estimates - The preparation of financial statements in conformity with
generally accepted accounting principles requires management to make
estimates and assumptions that affect the reported amounts of assets and
liabilities and disclosure of contingent 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.
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.
Inventories - Inventories, other than aircraft, are valued at the lower
of average cost or market. Net aircraft inventory is carried at the lower of
depreciated cost or market. Finished goods inventory includes $3,810,000 and
$3,270,000 of net aircraft inventory at December 31, 1995 and 1994,
respectively.
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 a separate component of Stockholders' Equity.
Transaction gains and losses are not significant in the periods presented.
Fair Value of Financial Instruments - In 1995, the Company adopted SFAS
#107 "Disclosures about Fair Value of Financial Instruments" which requires
all entities to disclose the fair value of financial instruments for which it
is practicable to estimate fair value.
The Company's financial instruments include cash, accounts receivable,
accounts payable, accrued expenses and other current liabilities and
long-term debt. The book value of cash, accounts receivable, accounts payable
and accrued expenses and other current liabilities are representative of
their fair values due to the short-term maturity of these instruments. The
book value of the Company's long-term debt is considered to approximate its
fair value, based on current market rates and conditions.
Research and Development Costs - Costs of research and new product
development are charged to operations as incurred and amounted to
approximately $135,000, $86,000 and $74,000 in continuing operations for the
years ended December 31, 1995, 1994 and 1993, respectively.
Income Taxes - Effective January 1, 1993, the Company adopted SFAS #109,
"Accounting for Income Taxes". The adoption of SFAS #109 did not have a
material impact on the financial position or results of operations of the
Company in 1993. In 1995 and 1994, the Company recorded net deferred tax
assets of $686,000 and $354,000, respectively.
Per Common Share Data - Earnings (loss) per common share, assuming no
dilution, was computed by dividing earnings (loss) less cumulative preferred
dividends by the weighted average number of common shares outstanding.
Earnings (loss) per common share, assuming full dilution, was computed
by dividing earnings (loss) by the weighted average number of common shares
outstanding plus the assumed conversion of the preferred shares into common
shares.
The weighted average number of shares used for these computations was as
follows:
1995 1994 1993
---- ---- ----
Average number of common shares:
Assuming no dilution 1,719,867 1,700,075 1,696,276
Assuming full dilution 2,589,787 2,576,932 2,576,200
Stock options are not included in earnings (loss) per share computations
since their dilutive effect would not be material. (Refer to Note 11.)
Recent Accounting Pronouncement - In October 1995, the Financial
Accounting Standards Board ("FASB") issued SFAS #123, "Accounting for
Stock-Based Compensation". SFAS #123 is effective for fiscal years beginning
after December 15, 1995. Under SFAS #123, stock options are considered to be
a form of compensation. For the purposes of recognition of the value of the
stock options as compensation, the FASB allows the use of the intrinsic value
method under APB Opinion 25 or the fair value method prescribed in SFAS #123.
If the intrinsic value method is used, the effect of use of the fair value
method must be disclosed on a pro forma basis. The Company will adopt SFAS
#123 in 1996 as required. Because the number of stock options granted by the
Company is generally not substantial, the Company believes that
implementation of SFAS #123 will not have a material impact on the financial
position or the results of operations of the Company.
Note 2. DISCONTINUED OPERATIONS:
On October 6, 1993, the Company sold the assets and business of Ronson
Hydraulics. The amount of the sale, including the assumption by the buyer of
certain liabilities, was approximately $11,300,000. The Company received
approximately $8,930,000 in cash from the sale and the Company recognized a
net gain on the sale of $3,916,000 in the fourth quarter of 1993. The
Company's outstanding debt of approximately $5,000,000 to its former
principal lender, Foothill Capital Corporation, was repaid in full at the
time of the sale. The earnings from the operations of Ronson Hydraulics, net
of applicable income taxes, which have been classified as discontinued
operations, were $612,000 for the year ended December 31, 1993.
In December 1989, the Company adopted a plan to discontinue the
operations in 1990 of one of its New Jersey facilities, Ronson Metals, and to
comply with the New Jersey Environmental Industrial Site Recovery Act
("ISRA") (formerly ECRA) and all other applicable laws. As part of the plan
to sell the properties of the Ronson Metals discontinued operations, Ronson
Metals has also been involved in the termination of its United States Nuclear
Regulatory Commission ("NRC") license. Prior to the fourth quarter 1995, the
total costs and expenses related to terminating the Ronson Metals operation,
less the expected gain from the eventual sale of Ronson Metals' assets, were
projected to be approximately $1,920,000. These costs and expenses consisted
of: termination of Ronson Metals' operations; maintenance of the Ronson
Metals' property; and completion of compliance with environmental regulations
by Ronson Metals. In the fourth quarters of 1993, 1992, 1991 and 1990; the
amounts of $625,000, $200,000, $520,000 and $575,000, respectively, (which
total $1,920,000) were charged against the Company's Earnings from
Discontinued Operations. These charges between the beginning of 1990 and year
end 1993 were due primarily: to costs incurred; to previously projected costs
related to the New Jersey Department of Environmental Protection ("NJDEP");
to a lesser extent at that time, to NRC related activities; and to the
extended period of time previously projected for NJDEP and NRC clearance. The
liability for these costs and expenses, recorded in the financial statements
at December 31, 1994, was considered adequate by the Company, based upon: the
results of testing completed by year end 1994; NJDEP and NRC comments through
1994; reports to the Company by its environmental counsel and environmental
consultants that the environmental compliance would be completed in 1995; and
the sale of the Ronson Metals property would be completed prior to December
31, 1995.
As the result of further testing completed and reported to the Company
by its radiological consultant in the fourth quarter of 1995, certain
subsurface conditions became known. The testing indicated low-level
contamination below a small section of the concrete floor in one of the
buildings at Ronson Metals. Additional testing is now required in this small
area. This additional testing and potential remediation will increase the
costs and will increase the time projected to receive clearance from the
NJDEP and the NRC. Resulting from the fourth quarter 1995 radiological
consultant's report and from the information received in the first quarter of
1996, the Company accrued a charge in the fourth quarter of 1995 of $970,000
($860,000 net of the deferred income tax benefit of $110,000) due to the
potential additional time and costs projected.
Although the Company believes it has accrued for all future costs, the
full extent of the costs and time required is not determinable until
additional testing and remediation, if any, has been completed and accepted
by the NJDEP and by the NRC.
Ronson Hydraulics and Ronson Metals are being accounted for as
discontinued operations, and, accordingly, their operating results are
reported in this manner in all years presented in the accompanying
consolidated statements of earnings and other related operating statement
data. The net sales of the discontinued segments were as follows (in
thousands):
Year Ended December 31,
1995 1994 1993
---- ---- ----
Ronson Hydraulics .......$ -- $ -- $ 8,275 (1)
Ronson Metals ........... -- -- --
------- -------- --------
$ -- $ -- $ 8,275
======= ======== ========
(1) Through October 6, 1993.
The assets and liabilities of Ronson Hydraulics and Ronson Metals are
reflected in the Consolidated Balance Sheets under assets and liabilities of
discontinued operations. At December 31, 1995, Other Assets of Discontinued
Operations consisted primarily of land and buildings and net deferred tax
assets of Ronson Metals. The Current Liabilities of Discontinued Operations
and Long-Term Liabilities of Discontinued Operations at December 31, 1995,
consisted of: $670,000 of accrued costs related to the environmental
compliance of Ronson Metals; accrued costs related to discontinuance of
Ronson Metals; and the accrued costs associated with the sale of Ronson
Hydraulics.
Note 3. INCOME TAXES:
At December 3l, 1995, the Company had, for federal income tax purposes,
net operating loss carryforwards of approximately $12,000,000, expiring as
follows: $l00,000 in 1996; $l,500,000 in l997; $4,000,000 in 1998; $2,800,000
in 1999; $800,000 in 2000 to 2001; and $2,800,000 in 2005 to 2010.
In addition, the Company had approximately $104,000 of available
investment tax credit carryforwards expiring as follows: $21,000 in 1996;
$20,000 in 1997; $20,000 in 1998; $32,000 in 1999 and $11,000 in 2000. In
accordance with provisions enacted in the Tax Reform Act of l986, the
investment tax credit carryforwards available for future periods have been
reduced by 35%. The Company also had available alternative minimum tax credit
carryforwards of approximately $60,000.
The income tax benefits (expenses) consisted of the following (in
thousands):
Year Ended December 31,
1995 1994 1993
----- ----- -----
Current:
Federal. . . . . . . . . . . . . . . . . $ -- $ -- $ (50)
State. . . . . . . . . . . . . . . . . . (79) -- (150)
----- ----- -----
(79) -- (200)
----- ----- -----
Deferred:
Federal. . . . . . . . . . . . . . . . . 557 314 --
State. . . . . . . . . . . . . . . . . . 129 40 --
----- ----- -----
686 354 --
----- ----- -----
607 354 (200)
Allocated to discontinued operations . . . 110 -- (200)
----- ----- -----
Income tax benefits-net. . . . . . . . . $ 497 $ 354 $ --
===== ===== =====
In accordance with SFAS #109, the provisions for federal income taxes in
1994 and 1993 of $7,000 and $823,000, respectively, were offset by available
net operating loss carryforwards, except for alternative minimum tax in 1993.
The reconciliation of estimated income taxes attributed to continuing
operations at the United States statutory tax rate to reported income tax
benefit (expense) is as follows (in thousands):
Year Ended December 31,
1995 1994 1993
----- ----- -----
Tax benefit (expense) amount computed
using statutory rate $(341) $(245) $ 279
State taxes, net of federal benefit (52) -- --
Operations outside the US 100 16 (29)
Compensation accruals 51 (90) (111)
Pension contributions more than
net accruals 276 190 458
Losses for which no current benefit
was provided (103) -- --
Effects of discontinued operations -- 140 (593)
Utilization of net operating loss
carryforwards -- 16 --
Recognition of deferred tax assets:
Federal 447 314 --
State 129 40 --
Other (10) (27) (4)
----- ----- -----
Income tax benefits-net $ 497 $ 354 $ --
===== ===== =====
The tax effects of temporary differences that give rise to significant
portions of the deferred tax assets and deferred tax liabilities are
presented below (in thousands):
December 31,
1995 1994
------ ------
Deferred 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 ..................................... $ 183 $ 160
Compensated absences, principally due to accrual for
financial reporting purposes ......................................... 100 99
Compensation, principally due to accrual
for financial reporting purposes ..................................... 200 301
Accrual of discontinued operations costs, principally
related to compliance with NJDEP and NRC requirements ................ 285 114
Net operating loss carryforwards ....................................... 4,469 4,394
Investment tax credit carryforwards .................................... 104 135
Other .................................................................. 135 144
------ ------
Total gross deferred tax assets ...................................... 5,476 5,347
Less valuation allowance ............................................. 3,902 4,783
------ ------
Net deferred tax assets .............................................. 1,574 564
------ ------
Deferred tax liabilities:
Pension expense, due to contributions in excess of
net accruals ......................................................... 529 201
Other .................................................................. 5 9
------ ------
Total gross deferred tax liabilities ................................. 534 210
------ ------
Net deferred taxes ................................................... $1,040 $ 354
====== ======
A valuation allowance is provided when it is more likely than not that
some portion or all of the deferred tax assets will not be realized. A
valuation allowance has been established based on the likelihood that a
portion of the deferred tax assets will not be realized. Realization is
dependent on generating sufficient taxable income prior to expiration of the
loss carryforwards. Although realization is not assured, management believes
it is more likely than not that $1,574,000 of the deferred tax asset will be
realized. The amount of the deferred tax asset considered realizable,
however, could be reduced in the near term if estimates of future taxable
income during the carryforward period are reduced. The valuation allowance
was reduced from $4,783,000 at December 31, 1994, to $3,902,000 at December
31, 1995, and from $5,648,000 at December 31, 1993 to $4,783,000 at December
31, 1994.
Of the net deferred tax assets, approximately $233,000 were classified
as current and $807,000 were classified as long-term.
Note 4. SHORT-TERM DEBT:
Composition (in thousands): December 31,
1995 1994
---- ----
Revolving loans (a). . . . . . . . . . . . . . . $ 1,164 $ --
Notes payable, banks (b) . . . . . . . . . . . . 1,987 1,235
Notes payable, commercial finance companies (c). 1,203 1,183
Note payable, equipment lessor (d) . . . . . . . 118 --
Other. . . . . . . . . . . . . . . . . . . . . . -- 332
------- -------
Total Short-Term Debt. . . . . . . . . . . . . . $ 4,472 $ 2,750
======= =======
(a) On January 11, 1995, RCPC entered into an agreement with United
Jersey Bank ("UJB") for a Revolving Loan and a Term Loan (refer to Note 5(b)
below regarding the Term Loan). The Revolving Loan of $1,164,000 at December
31, 1995 provides a line of credit of up to $2,000,000 to RCPC based on
accounts receivable and inventory. The balance available under the Revolving
Loan is determined by the level of receivables and inventory. The Revolving
Loan bears interest at the rate of 2% above UJB's prime rate (8.5% at
December 31, 1995). The Revolving Loan is payable on demand under an
agreement which expires January 6, 1997. The Revolving Loan and Term Loan are
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. At December 31, 1995, RCPC also had outstanding
Letters of Credit of $50,000. The UJB agreement also has restrictive
covenants which, among other things, limit the transfer of assets between the
Company and its subsidiaries.
In November 1995, Ronson-Canada entered into an agreement with Canadian
Imperial Bank of Commerce ("CIBC") for a line of credit of C$250,000. No
funds had been borrowed by Ronson-Canada under the line of credit at December
31, 1995. The line of credit 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 2% over the CIBC prime rate (7.5% at December 31, 1995). The line of
credit, payable on demand, is to be reviewed by CIBC on April 30, 1996, and
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.
Based on the amount of the loans outstanding and the levels of accounts
receivable and inventory at December 31, 1995, Ronson Consumer Products had
unused borrowings available at December 31, 1995, of about $380,000 under the
UJB 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 in (a).)
(b) At December 31, 1995, notes payable, banks, consisted of notes
payable of $1,987,000 by Ronson Aviation to UJB under a line of credit in the
amount of $2,000,000. The notes bear interest at 1.5% over the prime rate and
are secured by specific aircraft of Ronson Aviation with a book value of
$2,374,000 and a guarantee of the Company. The line of credit agreement has
restrictive covenants which, among other things, limit transfer of assets
from Ronson Aviation to the Company.
The notes payable, banks, at December 31, 1994, were due by Ronson
Aviation to the Bank of New York, National Community Division
("BONY/NCD"). These notes were paid in 1995.
(c) At December 31, 1995, the notes payable, commercial finance
companies, consisted of notes payable by Ronson Aviation as follows: 1)
$578,000 due to Beech Acceptance Corporation, Inc.; 2) $532,000 due to Cessna
Finance Corporation ("Cessna") under a line of credit in the amount of
$1,250,000; and 3) $93,000 due to Green Tree Financial Servicing Corporation
("Green Tree"). In addition, in 1995, Ronson Aviation obtained a line of
credit from General Electric Capital Corporation ("GE Capital") in the amount
of $2,000,000. Notes payable to these commercial finance companies by Ronson
Aviation are each collateralized by specific aircraft, and the notes are
repaid from the proceeds from the sale of the aircraft. The notes bear
interest at rates of 1.5% to 2% over the prime rate except that the Green
Tree notes bear interest at the rate of 11%. The notes are secured by
aircraft inventory of Ronson Aviation with a net book value of $1,350,000 at
December 31, 1995, and the notes and lines of credit due to Cessna and GE
Capital are guaranteed by the Company.
(d) The note payable, equipment lessor, represents a deposit on
equipment to be acquired under a capital lease in the second quarter of 1996.
At December 31, 1995, the weighted average interest rate for the total
short-term debt was 10.19%.
Note 5. LONG-TERM DEBT:
Composition (in thousands): December 31,
1995 1994
------- -------
Mortgage loan payable, UJB (a). . . . . . . . . $ 1,300 $ --
Term note payable, UJB (b). . . . . . . . . . . 175 --
Mortgage loan payable, BONY/NCD (c) . . . . . . 456 553
Other . . . . . . . . . . . . . . . . . . . . . 8 --
------- -------
1,939 553
Less portion in current liabilities . . . . . . 211 553
------- -------
Balance of long-term debt . . . . . . . . . . . $ 1,728 $ --
======= =======
(a) On December 1, 1995, the Company and RCPC entered into a Mortgage
Loan agreement with UJB in the amount of $1,300,000. The loan is secured by a
first mortgage on the land, buildings and improvements of RCPC and is payable
in sixty monthly installments of $11,689, including interest, and a final
installment on December 1, 2000 of $1,152,000. The loan bears interest at a
fixed rate of 8.75%.
(b) In January 1995, RCPC entered into a Term Loan agreement with UJB in
the original amount of $225,000. The Term Loan with a balance of $175,000 at
December 31, 1995, is payable in monthly installments of $6,250 plus interest
through April 1998, and the Term Loan bears interest at the rate of 2% over
the prime rate. (Refer to Note 4(a) above.)
(c) The Mortgage Loan with a balance of $456,000 at December 31, 1995,
is payable by Ronson Aviation to BONY/NCD and is collateralized by leasehold
improvements, certain fixed assets, inventory, and accounts and notes
receivable of Ronson Aviation. Under the BONY/NCD mortgage, monthly payments
of $9,000 plus interest are due through January 1997 and a final payment of
approximately $339,000 is due in January 1997. The Mortgage Loan bears
interest at a variable rate of 2 1/2% above prime. The BONY/NCD mortgage
agreement contains certain covenants and restrictions on Ronson Aviation
only, including liquidity ratios and restrictions on the payment of
dividends, management fees, certain interest and subordinated debt to the
Company.
At December 31, 1995, fixed assets with a net book value of $2,112,000
and accounts receivable and inventories of $4,713,000 are pledged as
collateral for the debt detailed in Notes 4(a) and 5(a), (b) and (c) above.
Net assets of consolidated subsidiaries, excluding intercompany
accounts, amounted to approximately $2,700,000 at December 31, 1995, of which
approximately $2,650,000 was restricted as to transfer to the Company and its
other subsidiaries due to various covenants of their debt agreements at
December 31, 1995.
Long-term debt matures during the next five years as follows: 1996,
$211,000; 1997, $454,000; 1998, $55,000; 1999, $32,000; and 2000, $1,187,000.
Note 6. LEASE OBLIGATIONS:
Lease expenses in continuing operations, consisting principally of
equipment rentals, totalled $468,000, $508,000 and $653,000 for the years
ended December 31, 1995, 1994 and 1993, respectively. Sublease income
amounted to $142,000, $240,000 and $307,000 for the same periods,
respectively.
At December 31, 1995, 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
------ ------ ------
Years ending December 31:
1996 . . . . . . . . . $ 199 $ 150 $ 49
1997 . . . . . . . . . 99 63 36
1998 . . . . . . . . . 41 41 --
1999 . . . . . . . . . 33 33 --
2000 . . . . . . . . . 33 33 --
2001 . . . . . . . . . 8 8 --
------ ------ ------
Total Obligations. . . . . $ 413 $ 328 85
====== ======
Less: Amount representing
interest . . . . . 8
------
Present value of capitalized
lease obligations. . . . $ 77
======
Capitalized lease property included in the Consolidated Balance Sheets
is presented below (in thousands):
December 31,
1995 1994
----- -----
Machinery and equipment . . . . . . $ 234 $ 278
Less accumulated amortization . . . . 89 77
----- -----
$ 145 $ 201
===== =====
Note 7. RETIREMENT PLANS:
The Company and its subsidiaries have several trusteed retirement plans
covering substantially all employees. The Company's funding policy is to make
minimum annual contributions as required by applicable regulations. Plans
covering union members generally provide 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
l, l985 in conjunction with the amendments to the salaried pension plan.
The following table sets forth the plans' aggregate funded status and
amounts recognized in the Company's Consolidated Balance Sheets (in
thousands):
December 31,
1995 1994
------- -------
Accumulated benefit obligation, including vested
benefits of: 1995, $4,672; 1994, $4,519 ............ $ 4,679 $ 4,521
Less plan assets at fair value ....................... 4,112 2,050
------- -------
Accumulated benefit obligation in excess of
plan assets ........................................ (567) (2,471)
Unrecognized net obligation at 1/1/85 being
recognized over 15 to 18 years ..................... 231 267
Unrecognized prior service cost ...................... 188 213
Unrecognized net loss from past experience
different from that assumed and effects of
changes in assumptions ............................. 1,403 1,578
------- -------
Prepaid pension (liability) net recognized in
the Consolidated Balance Sheets .................... $ 1,255 $ (413)
======= =======
Plan assets primarily include U.S. Treasury Securities, real property,
73,773 shares of common and 91,487 shares of preferred stock of the Company,
money market funds and funds held in insurance company group accounts.
Accounts corresponding to the additional minimum liability were recorded
in the Consolidated Balance Sheets as follows (in thousands):
December 31,
1995 1994
------- -------
Intangible Pension Assets . . . . . . . $ 419 $ 463
Unrecognized Net Loss on Pension Plans. . . 1,403 1,595
------- -------
$ 1,822 $ 2,058
======= =======
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 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,
1995 1994 1993
------- ------- -------
Service cost. . . . . . $ 17 $ 15 $ 28
Interest cost . . . . . 350 357 392
Actual return on plan assets (467) 53 (103)
Net amortization and deferral 467 (72) 79
------- ------- -------
Net pension expense . . . $ 367 $ 353 $ 396
======= ======= =======
The weighted average discount rates used in determining the actuarial
present value of the accumulated benefit obligation were 7.25%, 7.75% and
7.5% in 1995, 1994 and 1993, respectively. The estimated long-term rates of
return on assets were 7.3%, 7.5% and 7.5% in 1995, 1994 and 1993,
respectively.
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 $65,000, $64,000 and $79,000 for
this plan were recorded in 1995, 1994 and 1993, respectively.
Note 8. COMMITMENTS AND CONTINGENCIES:
On December 30, 1994, the Company agreed to a settlement with the United
States Department of Labor ("DOL") and on February 3, 1995, the Company
agreed to a settlement with an appellate office of the Internal Revenue
Service ("IRS"), which was accepted on behalf of the Commissioner of the IRS
on March 7, 1995, related to the 1991 contribution by the Company of
unencumbered land in Salisbury, North Carolina, not used in operations, to
the Ronson Corporation Retirement Plan ("Retirement Plan"). The settlements
with the DOL and IRS settled all matters arising from the IRS examination of
the information return, Form 5500, of the Retirement Plan for the years ended
June 30, 1991 and June 30, 1992. Under the terms of the settlements with the
IRS and DOL, the North Carolina land previously contributed will remain in
the Retirement Plan. A consent judgment with the DOL in the amount of
$855,194 was entered against the Company, with simple interest at the rate of
4.72% per year, compounded annually, on December 30, 1994. Payment of the
judgment amount is stayed, and no collection action will be taken unless the
Company fails to make required payments to an escrow account, described
below. Further, the amount of the judgment will be satisfied in whole, or in
part, by the proceeds from the sale of the North Carolina land by the
Retirement Plan. At December 31, 1995, the appraised value of the land was
about $675,000, compared to the amount of the judgment, including interest,
of approximately $896,000 at December 31, 1995, for a net contingent
liability of the Company of approximately $221,000.
Under the terms of the settlement described above, the Company will make
annual installment payments to an escrow account which will total the amount
of the judgment, including interest, by March 15, 2000, as follows:
March 15, 1996 Interest only
March 15, 1997 $ 40,000 plus interest
March 15, 1998 $263,000 plus interest
March 15, 1999 $280,000 plus interest
March 15, 2000 $272,194 plus interest
The Trustees of the Retirement Plan have reported to the Company that it
is the Retirement Plan's intention to sell the North Carolina land prior to
March 15, 2000. If the land is sold by the Retirement Plan before March 15,
2000, to the extent that the proceeds from the sale are less than the amount
of the judgment, including interest, the funds held in the escrow account
will be transferred to the Retirement Plan to meet such shortfall. The
balance will be returned to the Company. If the North Carolina land has not
been sold by the Retirement Plan by March 15, 2000, the entire escrow account
will be transferred to the Retirement Plan, and if the Company so requests,
the Retirement Plan will transfer the North Carolina land to the Company.
On August 31, 1995, the Company received a General Notice Letter from
the United States Environmental Protection Agency ("USEPA"), notifying the
Company that the USEPA considered the Company one of about four thousand
Potentially Responsible Parties ("PRP's") for waste disposed of prior to 1980
at a landfill in Monterey Park, California, which the USEPA designated as a
Superfund site ("Site"). The USEPA identified manifests dated from 1974
through 1979 which allegedly indicate that waste originating at the location
of the Company's former Duarte, California, hydraulic subsidiary was
delivered to the Site. The Company sold the Duarte, California, hydraulic
subsidiary to the Boeing Corporation in 1981.
As a result of successfully challenging the USEPA's original volumetric
allocation, on September 29, 1995, the USEPA reduced the volume of waste
attributed to the Duarte facility, Ronson Hydraulic Units Corporation
("RHUCOR-CA"), and determined the volume to be "de minimis". In addition,
counsel for this matter has informed the Company that factual arguments are
available that could further reduce the amount of waste attributed to the
hydraulic subsidiary, and that arguments also exist that the subsequent
owners of the facility should be required to pay a significant portion, or
possibly all, of the costs the USEPA determines to be due as a result of
RHUCOR-CA's waste having been sent to the Site.
Although the Company's final contribution amount, if any, is not yet
determinable, in the General Notice Letter, the USEPA offered to partially
settle the matter if the Company paid $212,000, which would have been full
settlement of the Fifth Partial Consent Decree. This offer, however, was made
prior to the USEPA reduction of the volume of waste allocated to RHUCOR-CA
and prior to the USEPA determination that the waste volume is "de minimis".
Because the USEPA has determined that the volume of waste generated by the
facility and sent to the Site is "de minimis", and because the USEPA has sent
a General Notice Letter to another PRP for the same waste, the Company
believes that the cost, if any, will not have a material effect on the
Company's financial position.
The Company is involved in various lawsuits. Management believes that
the outcome of these lawsuits will not have a material adverse effect on the
Company's financial position.
The Company has an employment contract with an officer. The contract
expires on December 3l, 1998. Base salaries in the years 1996, 1997 and 1998
are $432,154, $462,405 and $494,773, respectively, and the contract provides
for additional compensation and benefits.
Largely as the result of increased cost of product liability insurance,
the Company has secured substantially smaller amounts of liability insurance
than it had purchased prior to 1987. While the Company has never settled or
been liable for claims for amounts in excess of the reduced level of coverage
now available, the present level of insurance represents a potential exposure
for the Company.
Note 9. STOCKHOLDERS' EQUITY:
A summary of activity within Stockholders' Equity is as
follows (in thousands):
Year Ended December 31,
1995 1994 1993
-------- -------- --------
Preferred stock issued
Balance at beginning of year ........ $ 9 $ 9 $ 9
Conversion of preferred stock
to common stock ................... (1) -- --
-------- -------- --------
Balance at end of year .............. 8 9 9
-------- -------- --------
Common stock issued
Balance at beginning of year ........ 1,768 1,761 1,757
Exercise of stock options ........... 27 3 --
Conversion of preferred stock
to common stock ................... 26 4 4
-------- -------- --------
Balance at end of year .............. 1,821 1,768 1,761
-------- -------- --------
Additional paid-in capital
Balance at beginning of year ........ 30,329 30,332 30,336
Exercise of stock options ........... 4 1 --
Conversion of preferred stock
to common stock ................... (25) (4) (4)
-------- -------- --------
Balance at end of year .............. 30,308 30,329 30,332
-------- -------- --------
Accumulated deficit
Balance at beginning of year ........ (27,721) (28,749) (31,601)
Net earnings ........................ 640 1,074 3,082
Dividends on preferred stock ........ -- (46) (230)
-------- -------- --------
Balance at end of year .............. (27,081) (27,721) (28,749)
-------- -------- --------
Unrecognized net loss on pension plans
Balance at beginning of year ........ (1,595) (1,525) (1,346)
Expensed during the year ............ 153 124 101
Unrecognized net gain (loss)
during the year ................... 39 (194) (280)
-------- -------- --------
Balance at end of year .............. (1,403) (1,595) (1,525)
-------- -------- --------
Cumulative foreign currency
translation ......................... (26) (26) --
-------- -------- --------
Treasury stock (at cost) ................ (1,593) (1,593) (1,593)
-------- -------- --------
TOTAL STOCKHOLDERS' EQUITY .............. $ 2,034 $ 1,171 $ 235
======== ======== ========
Note 10. PREFERRED STOCK:
Each share of 12% Cumulative Convertible Preferred Stock has a
stated value of $.01 per share and a liquidation preference of $1.75 per
share ($1,483,000 at December 31, 1995, in the aggregate) plus accrued
dividends. The shares are non-voting and have a right to cumulative
dividends at the annual rate of $.21 per share. The holders of the preferred
shares may, at any time, convert each preferred share into one share of
common stock unless the preferred shares were previously redeemed. During
1995, 1994 and 1993, 25,959, 4,145 and 4,038 preferred shares, respectively,
were converted into common shares. The Company has the option to redeem all
or part of the preferred stock at $2.25 per share plus accrued dividends.
Dividends in arrears at December 31, 1995 totalled $.6825 per
share of preferred stock (thirteen quarters at $.0525 per share per
quarter), or approximately $578,000 in the aggregate.
Note 11. STOCK OPTIONS:
In August 1987, the stockholders adopted the Company's 1987
Incentive Stock Option Plan. In November 1983, the stockholders adopted the
Company's 1983 Incentive Stock Option Plan. Each plan provides for the grant
of options, to purchase up to 66,666 shares of the Company's common stock,
to officers and other key employees of the Company and its subsidiaries
(including directors if they are also officers or key employees of the
Company or one of its subsidiaries) at not less than l00% of the fair market
value on the date on which options are granted. Options are exercisable at
any time within five years from the date of grant, at which time such
options expire.
Options outstanding and exercisable under the 1987 and 1983
Incentive Stock Option Plans are detailed below:
Changes In Shares
Under Option
---------------------------
Year Ended December 31,
1995 1994 1993
------- ------- -------
Outstanding at beginning of
year . . . . . . . . . 106,232 132,199 111,299
Granted under 1983 plan . . . -- -- 20,900
Granted under 1987 plan . . . 5,500 10,000 --
Exercised . . . . . . . . (27,000) (3,000) --
Cancelled and/or expired . . . (14,666) (32,967) --
------- ------- -------
Outstanding at end of year . . 70,066 106,232 132,199
======= ======= =======
Exercise price per share:
Average . . . . . . . . $ 1.82 $ 1.58 $ 1.65
======= ======= =======
Range . . . . . . . . $ 1.20 $ 1.13 $ 1.13
to to to
$ 3.19 $ 3.19 $ 3.19
======= ======= =======
Note 12. STATEMENTS OF CASH FLOWS:
Certificates of deposit that have a maturity of 90 days or more
are not 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,
1995 1994 1993
---- ---- ----
Cash Payments for:
Interest ...................................... $478 $289 $821
Income taxes .................................. 1 94 --
Financing & Investing Activities
Not Affecting Cash:
Capital lease obligations incurred ............ -- -- 132
Note payable as deposit on equipment
to be leased ................................ 118 -- --
Note 13. INDUSTRY SEGMENTS INFORMATION:
Financial information by industry segment is summarized below
(in thousands):
Year Ended December 31,
1995 1994 1993
-------- -------- --------
Net sales:
Consumer Products ..................... $ 15,065 $ 13,129 $ 10,677
Aviation .............................. 11,888 12,454 9,048
-------- -------- --------
Consolidated .................. $ 26,953 $ 25,583 $ 19,725
======== ======== ========
Earnings before general corporate
expenses and other:
Consumer Products ..................... $ 2,807 $ 2,219 $ 1,154
Aviation .............................. 246 523 264
-------- -------- --------
Consolidated .................. 3,053 2,742 1,418
General corporate
expenses .............................. (1,341) (1,358) (1,228)
Interest expense .............................. (541) (322) (574)
Other expense-net ............................. (168) (342) (437)
-------- -------- --------
Earnings (loss) from
continuing operations
before income taxes ................... $ 1,003 $ 720 $ (821)
======== ======== ========
Depreciation and amortization expense
identified to segments:
Consumer Products ..................... $ 201 $ 187 $ 164
Aviation .............................. 131 129 134
-------- -------- --------
332 316 298
Corporate ............................. 12 21 23
Discontinued Operations ............... -- -- 258
-------- -------- --------
Consolidated .................. $ 344 $ 337 $ 579
======== ======== ========
Assets identified
to segments:
Consumer Products ..................... $ 5,681 $ 5,070 $ 3,448
Aviation .............................. 6,331 5,525 5,097
-------- -------- --------
12,012 10,595 8,545
Corporate ............................. 502 764 1,040
Discontinued Operations ............... 889 528 311
-------- -------- --------
Consolidated .................. $ 13,403 $ 11,887 $ 9,896
======== ======== ========
Year Ended December 31,
1995 1994 1993
-------- -------- --------
Capital additions, including capitalized leases
identified to segments:
Consumer Products ..................... $ 229 $ 272 $ 323
Aviation .............................. 45 26 75
-------- -------- --------
274 298 398
Corporate ............................. 3 16 3
Discontinued Operations ............... -- -- 190
-------- -------- --------
Consolidated .................. $ 277 $ 314 $ 591
======== ======== ========
The above segments are comprised as follows:
Consumer Products - consists of packaged fuels, flints,
refillable lighters and ignitors, a penetrant spray lubricant, a spot
remover, and a surface protectant, which are distributed through
distributors, food brokers, automotive and hardware representatives and
chain stores. Consumer Products is a principal supplier of packaged
flints and lighter fuels in the United States and Canada.
Aviation - represents the chartering, servicing and
sales of fixed wing aircraft and servicing of helicopters. Aircraft are
sold through a Company salesperson. 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.
Discontinued Operations - represents the operations of
the Company's aerospace and metals segments. The segments are being
accounted for as discontinued operations, and accordingly, their
operating results are reported in this manner in all years presented.
(Refer to Note 2 above.)
The Company performs ongoing credit evaluations of its
customers' financial condition and generally requires no collateral from
its customers.
No customer represented more than 10% of consolidated
net sales for the years ended December 31, 1995, 1994 and 1993.
Note 14. CONCENTRATIONS:
At December 31, 1995, the Company and its subsidiaries had
cash in two banks in excess of insured limits in a combined amount of
approximately $242,000.
Ronson Consumer Products currently purchases lighter
products from manufacturers in Spain and Korea. Since there are a number
of sources of similar lighter products, management believes that other
suppliers could provide lighters on comparable terms. A change of
suppliers, however, might cause a delay in delivery of the Company's
lighter products and, possibly, a short-term loss in sales which could
have a short-term adverse effect on operating results.