-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Ntj6pO7PTIAQrBJ5CnASABfSCalHOynC1TKMxHh+Dn6/lvVmgsbNlJBKWrs7jeBO Z0Bf3G/e72T8TOA8G4IryA== 0000914317-99-000244.txt : 19990428 0000914317-99-000244.hdr.sgml : 19990428 ACCESSION NUMBER: 0000914317-99-000244 CONFORMED SUBMISSION TYPE: 10-K/A PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19981231 FILED AS OF DATE: 19990427 FILER: COMPANY DATA: COMPANY CONFORMED NAME: RONSON CORP CENTRAL INDEX KEY: 0000084919 STANDARD INDUSTRIAL CLASSIFICATION: MISCELLANEOUS CHEMICAL PRODUCTS [2890] IRS NUMBER: 220743290 STATE OF INCORPORATION: NJ FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-K/A SEC ACT: SEC FILE NUMBER: 001-01031 FILM NUMBER: 99601402 BUSINESS ADDRESS: STREET 1: CORPORATE PARK III CAMPUS DR STREET 2: PO BOX 6707 CITY: SOMERSET STATE: NJ ZIP: 08875-6707 BUSINESS PHONE: 7324698300 FORMER COMPANY: FORMER CONFORMED NAME: ART METAL WORKS INC DATE OF NAME CHANGE: 19680429 10-K/A 1 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K/A (Mark One) [X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 1998 OR [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from __________ to __________. Commission File No. 1-1031 RONSON CORPORATION - -------------------------------------------------------------------------------- (Exact name of registrant as specified in its charter) NEW JERSEY 22-0743290 - ------------------------ --------------------------------- (State of incorporation) (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: (732) 469-8300 -------------- Securities registered pursuant to Section 12(g) of the Act: Name of each exchange Title of each class on which registered - ------------------- ------------------- Common Stock par value Nasdaq SmallCap Market $1.00 per share 12% Cumulative Convertible Over-the-Counter Bulletin Board Preferred Stock No par value Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the 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/A or any amendment to this Form 10-K/A. [ X ] The aggregate market value of voting stock held by non-affiliates of the registrant was $5,771,670 as of March 10, 1999. As of March 10, 1999, there were 3,197,142 shares of the registrant's common stock outstanding. SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Company has duly caused this amendment to the report to be signed on its behalf by the undersigned, thereunto duly authorized. RONSON CORPORATION Dated: April 22, 1999 By: /s/Louis V. Aronson II ------------------------------------ Louis V. Aronson II, President & Chief Executive Officer and Director Dated: April 22, 1999 By: /s/Daryl K. Holcomb ----------------------------------- Daryl K. Holcomb, Vice President & Chief Financial Officer, Controller and Treasurer FORM 10-K -- ITEM 14 (a) (2) and (d) RONSON CORPORATION AND ITS WHOLLY OWNED SUBSIDIARIES LIST OF FINANCIAL STATEMENT SCHEDULES The amendment includes the following schedules required for Form 10-K for the Ronson Corporation (the "Company") and its wholly owned subsidiaries for the fiscal year ended December 31, 1998. Schedule I Condensed Financial Information of Company Schedule II Valuation and Qualifying Accounts INDEPENDENT AUDITORS' REPORT ---------------------------- The Board of Directors Ronson Corporation: Under date of March 12, 1999, we reported on the consolidated balance sheets of Ronson Corporation and subsidiaries as of December 31, 1998 and 1997, and the related consolidated statements of operations, changes in stockholders' equity and cash flows for each of the years in the three year period ended December 31, 1998 as contained in the annual report on Form 10-K for the year 1998. In connection with our audits of the aforementioned consolidated financial statements, we also audited the related financial statement schedules as listed in the accompanying index. These financial statement schedules are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statement schedules based on our audits. In our opinion, the related financial statement schedules, when considered in relation to the basic consolidated financial statements taken as a whole, present fairly, in all material respects, the information set forth therein. /s/ DEMETRIUS & COMPANY, L.L.C. - ------------------------------- DEMETRIUS & COMPANY, L.L.C. Wayne, New Jersey March 12, 1999 SCHEDULE I - CONDENSED FINANCIAL INFORMATION OF REGISTRANT RONSON CORPORATION
CONDENSED BALANCE SHEETS (dollars in thousands) DECEMBER 31, ASSETS 1998 1997 ------ ---- ---- CURRENT ASSETS: Cash $ -- $ 4 Other current assets 187 109 -------- -------- Total Current Assets 187 113 Property, plant, and equipment 232 220 Less accumulated depreciation and amortization 196 180 -------- -------- 36 40 Other assets 2,856 2,833 -------- -------- TOTAL ASSETS $ 3,079 $ 2,986 ======== ======== LIABILITIES AND STOCKHOLDERS' EQUITY ------------------------------------ CURRENT LIABILITIES: Accounts payable $ 190 $ 167 Other current liabilities 530 530 -------- -------- Total Current Liabilities 720 697 Pension obligation -- 60 Other long-term liabilities 214 365 Commitments and Contingencies STOCKHOLDERS' EQUITY: Preferred stock -- -- Common stock 3,260 3,226 Additional paid-in capital 29,007 28,991 Accumulated deficit (27,442) (27,153) Accumulated other comprehensive deficit (1,086) (1,606) -------- -------- 3,739 3,458 Less cost of treasury shares: 1998, 62,365 and 1997, 62,332 common shares 1,594 1,594 -------- -------- 2,145 1,864 -------- -------- TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 3,079 $ 2,986 ======== ========
See notes to condensed financial statements. SCHEDULE I - CONDENSED FINANCIAL INFORMATION OF REGISTRANT RONSON CORPORATION CONDENSED STATEMENTS OF OPERATIONS (dollars in thousands)
Year Ended December 31, 1998 1997 1996 ---- ---- ---- Management administration (from wholly owned subsidiaries eliminated in consolidation) $ 1,940 $ 1,720 $ 1,734 ------- ------- ------- Costs and expenses: General and administrative expenses 1,633 1,436 1,292 Interest expense (includes inter- company interest expense of $100, $113 and $120 in 1998, 1997 and 1996, respectively, eliminated in consolidation) 149 155 157 Non-operating expense - net 202 99 136 ------- ------- ------- 1,984 1,690 1,585 ------- ------- ------- EARNINGS (LOSS) BEFORE INCOME TAXES AND EQUITY IN NET EARNINGS (LOSS) OF SUBSIDIARIES (44) 30 149 Income tax benefits (provision) (90) (67) 20 Equity in net earnings (loss) of subsidiaries (includes loss from discontinued operations of $949 and $1,190 in 1998 and 1996, respectively) (155) 820 (1,024) ------- ------- ------- NET EARNINGS (LOSS) $ (289) $ 783 $ (855) ======= ======= =======
See notes to condensed financial statements. SCHEDULE I - CONDENSED FINANCIAL INFORMATION OF REGISTRANT RONSON CORPORATION CONDENSED STATEMENTS OF CASH FLOWS (dollars in thousands)
Year Ended December 31, 1998 1997 1996 ---- ---- ---- Cash Flows from Operating Activities: Net earnings (loss) $ (289) $ 783 $ (855) Adjustments to reconcile net earnings (loss) to net cash provided by (used in) operating activities: Equity in net (earnings) loss of subsidiaries 138 (820) 1,024 Depreciation and amortization 16 16 14 Deferred income tax (benefits) expense 28 22 (48) Increase (decrease) in cash from changes in: Other current assets (27) (4) (35) Accounts payable and other current liabilities 110 124 (26) Increase (decrease) in net advances from subsidiaries (171) (81) (31) Net change in pension-related accounts 175 (71) (31) Other (22) 32 (39) ------- ------- ------- Net cash provided by (used in) operating activities (42) 1 (27) ------- ------- ------- Cash Flows from Investing Activities: Net cash used in investing activities, capital expenditures (12) (2) (42) ------- ------- ------- Cash Flows from Financing Activities: Exercise of stock options 17 -- 80 Issuance of common stock 50 -- -- Payments of leases -- -- (6) Other (17) -- -- ------- ------- ------- Net cash provided by financing activities 50 -- 74 ------- ------- ------- Net increase (decrease) in cash (4) (1) 5 Cash at beginning of year 4 5 -- ------- ------- ------- Cash at end of year $ -- $ 4 $ 5 ======= ======= =======
See notes to condensed financial statements. SCHEDULE I - CONDENSED FINANCIAL INFORMATION OF REGISTRANT RONSON CORPORATION NOTES TO CONDENSED FINANCIAL STATEMENTS NOTE A: Condensed Financial Statements. The accompanying financial statements should be read in conjunction with the consolidated financial statements of the Registrant, Ronson Corporation (the "Company") and its subsidiaries included in the Company's Annual Report on Form 10-K for the year ended December 31, 1998. The Company's wholly owned subsidiaries in the condensed financial statements are accounted for by the equity method of accounting. The Company has authorized 5,000,000 shares of preferred stock with no par value. Outstanding shares of 12% Cumulative Convertible Preferred Stock were 36,518 at December 31, 1998 and 1997. (Refer to Note I below.) The Company has authorized 11,848,106 shares of common stock with a par value of $1.00, of which 3,197,142 and 3,163,275 were outstanding at December 31, 1998 and 1997, respectively. NOTE B: Debt. In 1995 Ronson Consumer Products Corporation ("RCPC") entered into an agreement with Summit Bank ("Summit") for a Revolving Loan and a Term Loan. In March 1997 RCPC and Summit extended RCPC's Revolving Loan to June 30, 2000. The Revolving Loan provides a line of credit up to $2,500,000 to RCPC. The Company guaranteed the debts of RCPC to Summit under the Revolving Loan and Term Loan. At December 31, 1998, the amount due by RCPC to Summit under the Revolving Loan was $1,315,000. The Term Loan was paid in full in April 1998. In July 1997 RCPC and Summit amended the Revolving Loan agreement to provide $400,000 in additional loan availability. The outstanding amount under the agreement for the additional loan availability of $125,000 as of December 31, 1998, is included in the balance of the Revolving Loan in the paragraph above. In 1995 Ronson Corporation of Canada, Ltd. ("Ronson-Canada") entered into an agreement with Canadian Imperial Bank of Commerce ("CIBC") for a line of credit of C$250,000. In 1998 Ronson-Canada and CIBC extended Ronson-Canada's Revolving Loan to 1999. At December 31, 1998, the total amount due by Ronson-Canada to CIBC under the line of credit was $105,000 (C$160,000). The line of credit is guaranteed by the Company. In August 1997 Ronson Aviation, Inc. ("Ronson Aviation") entered into an agreement with Summit for a Revolving Loan and a Term Loan (in the original amount of $285,000). The Revolving Loan provides a line of credit up to $400,000 to Ronson Aviation and is payable on demand under an agreement which expires June 30, 2000. In October 1998 the Term Loan was amended, extending its maturity to June 30, 2000. The Company and RCPC guaranteed the debts of Ronson Aviation to Summit under the Revolving Loan and Term Loan. At December 31, 1998, the amount due by Ronson Aviation to Summit under the Revolving Loan and Term Loan was $214,000. In 1995 the Company and RCPC entered into a Mortgage Loan agreement with Summit in the amount of $1,300,000. The loan, with a balance of $1,219,000 at December 31, 1998, is secured by a first mortgage on the land, buildings and improvements of RCPC and is payable in sixty monthly installments of $11,589, including interest, and a final installment on December 1, 2000, of $1,155,000. The loan bears interest at a fixed rate of 8.75%. The Company has guaranteed the loans of Ronson Aviation from Summit for Ronson Aviation's purchase of specific aircraft. The total outstanding amount of these Company-guaranteed loans to Ronson Aviation at December 31, 1998, was $2,350,000. NOTE C: Other Assets.
December 31, (in thousands) 1998 1997 ---- ---- Investment in subsidiaries $2,313 $2,526 Prepaid pension assets 300 -- Intangible pension assets 106 133 Other 137 174 ------ ------ $2,856 $2,833 ====== ======
Investment in subsidiaries was eliminated in consolidation. The fair value of the Company's pension plan assets exceeded the projected benefit obligation at December 31, 1998. The Company is amortizing the intangible pension assets in accordance with the provisions of Statement of Financial Accounting Standards ("SFAS") #87, "Employers' Accounting for Pensions". NOTE D: Other Long-Term Liabilities.
December 31, (in thousands) 1998 1997 ---- ---- Net advances from subsidiaries $ 194 $ 365 Other 20 -- ----- ----- $ 214 $ 365 ===== =====
The net advances from subsidiaries of $194,000 and $365,000 at December 31, 1998 and 1997, respectively, were eliminated in consolidation. NOTE E: Unrecognized Net Loss on Pension Plans. SFAS #87 requires that if the additional minimum liability recorded exceeds unrecognized prior service cost and the unrecognized net obligation at transition, that difference, an unrecognized net loss, is to be reported as a separate component of Stockholders' Equity. This unrecognized net loss is being amortized over future periods as a component of pension expense. NOTE F: Commitments and Contingencies. In September 1998 the Company received a "de minimis" settlement offer ("Settlement Offer") from the United States Environmental Protection Agency ("USEPA") related to waste disposed of prior to 1980 at a landfill in Monterey Park, California, which the USEPA had 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. As a result, in August 1995 the Company received a General Notice Letter from the 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 at the Site. In 1981 the Company sold the Duarte, California, hydraulic subsidiary, Ronson Hydraulic Units Corporation ("RHUCOR-CA"), to the Boeing Corporation. The USEPA has notified a subsequent owner of the facility that the USEPA considers that entity to also be liable for the costs the USEPA determines to be due as a result of RHUCOR-CA's waste having been sent to the Site. The USEPA may also consider financial factors in determining the final amount due. In the fourth quarter of 1998, the Company offered to settle the matter for six equal payments totalling $90,000, to be paid semiannually over three years. Although the Settlement Offer includes various options at costs of from $307,000 to $376,000 and the Company has offered to settle the matter for $90,000, the Company's final contribution, if any, is not yet determinable. As of December 31, 1998, the Company has accrued the amount of its offer and related expenses. The Company is involved in various lawsuits and claims. While the amounts claimed may be substantial, the ultimate liability cannot now be determined because of the considerable uncertainties that exist. Therefore, it is possible that results of operations or liquidity in a particular period could be materially affected by certain contingencies. However, based on facts currently available including the insurance coverage that the Company has in place, management believes that the outcome of these lawsuits and claims will not have a material adverse effect on the Company's financial position. The Company has an employment contract with an officer. The contract expires on December 31, 2002. Base salaries in the years 1999, 2000, 2001 and 2002 are $529,408, $566,466, $606,119 and $648,547, respectively, and the contract provides for additional compensation and benefits, including a death benefit equal to two years' salary. NOTE G: Income Taxes. The Company and its domestic subsidiaries have elected to allocate consolidated federal income taxes on the separate return method. Under this method of allocation, income tax expenses (benefits) are allocated to the Company and each subsidiary based on its taxable income (loss) and net operating loss carryforward. In accordance with SFAS #109, "Accounting for Income Taxes" the Company is to record a deferred income tax asset for net operating loss and credit carryforwards when the ultimate realization is more likely than not. In 1998, 1997 and 1996, the Company and its subsidiaries recorded the benefits (expenses) of net deferred income tax assets of $727,000, $225,000 and $390,000, respectively, of which $(28,000), $(22,000) and $48,000, respectively, were allocated to the Company. NOTE H: Statement 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 Condensed Statements of Cash Flows. NOTE I: Preferred Stock. On November 15, 1996, the Company issued an offer to owners of its 12% Cumulative Convertible Preferred Stock to exchange their shares of preferred stock for shares of common stock at the rate of 1.7 shares of common stock for each share of preferred. The Company's Exchange Offer expired on September 30, 1997. After the expiration of the offer, the Company had accepted 800,844 shares of preferred stock for exchange and had issued 1,361,435 shares of common stock under the Company's Exchange Offer. Dividends in arrears at December 31, 1998, totalled $1.3125 per share of preferred stock (twenty-five quarters at $0.0525 per share per quarter), or approximately $48,000 in the aggregate. RONSON CORPORATION AND ITS WHOLLY OWNED SUBSIDIARIES SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS (dollars in thousands)
- ------------------------------------------------------------------------------------------------------------------------------------ Column A Column B Column C Column D Column E - ------------------------------------------------------------------------------------------------------------------------------------ Additions -------------------------------- Balance at Charged to Charged to Balance Beginning Costs and Other at End Description of Period Expenses Accounts Deductions of Period ----------- ---------- ---------- ----------- ---------- --------- Allowance for doubtful accounts: Year Ended 12/31/98 $ 76 $ 52 $ -- $38 (1) $ 90 Year Ended 12/31/97 64 34 -- 22 (1) 76 Year Ended 12/31/96 86 46 -- 68 (1) 64 Valuation allowance for deferred income tax assets: Year Ended 12/31/98 $3,059 $ -- $ -- $1,659 (2) $1,400 Year Ended 12/31/97 4,035 -- -- 976 (2) 3,059 Year Ended 12/31/96 3,902 -- 523 390 (2) 4,035
(1) Allowance for doubtful accounts - primarily uncollectible accounts written off. (2) Valuation allowance for deferred income tax assets - due to utilization of credits and carryforwards, to changes in the deferred income tax assets and to recognition of net deferred income tax assets. -----END PRIVACY-ENHANCED MESSAGE-----