-----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, QWDjIoKGu3XMnMnsVtNn8VaDA494lsZ6maCE8JLcZKNJSHbqhblsVlf7d2VOWdXJ M3pqOxQMff4vdPSkPLYTsQ== 0000914317-99-000327.txt : 19990518 0000914317-99-000327.hdr.sgml : 19990518 ACCESSION NUMBER: 0000914317-99-000327 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19990331 FILED AS OF DATE: 19990517 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-Q SEC ACT: SEC FILE NUMBER: 001-01031 FILM NUMBER: 99626712 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-Q 1 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q QUARTERLY REPORT UNDER SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 For Quarter Ended March 31, 1999 -------------- Commission File Number 1-1031 ------ RONSON CORPORATION - -------------------------------------------------------------------------------- (Exact name of registrant as specified in its charter) New Jersey 22-0743290 - -------------------------------------------------------------------------------- (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) Corporate Park III-Campus Drive, P.O. Box 6707, Somerset, NJ 08875 - -------------------------------------------------------------------------------- (Address of principal executive offices) (Zip Code) (732) 469-8300 - -------------------------------------------------------------------------------- (Registrant's telephone number, including area code) Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15 (d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes X No ----- ----- As of March 31, 1999, there were 3,197,736 shares of the registrant's common stock outstanding. RONSON CORPORATION FORM 10-Q INDEX --------------- PART I - FINANCIAL INFORMATION: CONSOLIDATED BALANCE SHEETS: MARCH 31, 1999 AND DECEMBER 31, 1998 CONSOLIDATED STATEMENTS OF EARNINGS: QUARTER ENDED MARCH 31, 1999 AND 1998 CONSOLIDATED STATEMENTS OF CASH FLOWS: QUARTER ENDED MARCH 31, 1999 AND 1998 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS PART II - OTHER INFORMATION: ITEM 6 - EXHIBITS AND REPORTS ON FORM 8-K RONSON CORPORATION AND ITS WHOLLY OWNED SUBSIDIARIES CONSOLIDATED BALANCE SHEETS ---------------------------------------------------- (in thousands of dollars)
March 31, December 31, 1999 1998 ------------ ------------ ASSETS (unaudited) CURRENT ASSETS: Cash and cash equivalents $ 26 $ 146 Accounts receivable, net 1,605 1,777 Inventories: Finished goods 2,302 2,189 Work in process 58 66 Raw materials 515 429 -------- -------- 2,875 2,684 Other current assets 1,455 1,447 -------- -------- TOTAL CURRENT ASSETS 5,961 6,054 -------- -------- Property, plant and equipment, at cost: Land 19 19 Buildings and improvements 4,118 3,740 Machinery and equipment 7,496 7,456 Construction in progress 155 471 -------- -------- 11,788 11,686 Less accumulated depreciation and amortization 5,996 5,879 -------- -------- 5,792 5,807 Other assets 2,784 2,741 -------- -------- $ 14,537 $ 14,602 ======== ========
RONSON CORPORATION AND ITS WHOLLY OWNED SUBSIDIARIES CONSOLIDATED BALANCE SHEETS ---------------------------------------------------- (in thousands of dollars)
March 31, December 31, 1999 1998 ------------ ------------ (unaudited) LIABILITIES AND STOCKHOLDERS' EQUITY CURRENT LIABILITIES: Short-term debt $ 1,980 $ 2,209 Current portion of long-term debt and leases 490 489 Accounts payable 2,262 1,941 Accrued expenses 1,811 1,790 Current liabilities of discontinued operations 1,638 1,833 -------- -------- TOTAL CURRENT LIABILITIES 8,181 8,262 -------- -------- Long-term debt and leases 3,631 3,761 Other long-term liabilities 443 434 STOCKHOLDERS' EQUITY: Common stock 3,260 3,260 Additional paid-in capital 28,991 29,007 Accumulated deficit (27,306) (27,442) Accumulated other comprehensive deficit (1,069) (1,086) -------- -------- 3,876 3,739 Less cost of treasury shares 1,594 1,594 -------- -------- TOTAL STOCKHOLDERS' EQUITY 2,282 2,145 -------- -------- $ 14,537 $ 14,602 ======== ========
See notes to consolidated financial statements. RONSON CORPORATION AND ITS WHOLLY OWNED SUBSIDIARIES CONSOLIDATED STATEMENTS OF EARNINGS ------------------------------------------------------------ (in thousands of dollars, except per share data) (unaudited)
Quarter Ended March 31, ------------------- 1999 1998 ---- ---- NET SALES $ 5,609 $ 5,435 -------- -------- Cost and expenses: Cost of sales 3,231 3,194 Selling, shipping and advertising 929 870 General and administrative 953 903 Depreciation and amortization 137 139 -------- -------- 5,250 5,106 -------- -------- EARNINGS FROM OPERATIONS 359 329 -------- -------- Other expense: Interest expense 161 168 Other-net 22 10 -------- -------- 183 178 -------- -------- EARNINGS BEFORE INCOME TAXES 176 151 Income tax expense (benefits)-net 40 (32) -------- -------- NET EARNINGS $ 136 $ 183 ======== ======== NET EARNINGS PER COMMON SHARE: Basic $ 0.04 $ 0.06 ======== ======== Diluted $ 0.04 $ 0.06 ======== ========
See notes to consolidated financial statements. RONSON CORPORATION AND ITS WHOLLY OWNED SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS ---------------------------------------------------- (in thousands of dollars) (unaudited)
Quarter Ended March 31, ------------------ 1999 1998 ------- ------- Cash Flows from Operating Activities: Net earnings $ 136 $ 183 Adjustments to reconcile net earnings to net cash provided by operating activities: Depreciation and amortization 137 139 Deferred income tax expense (benefits) 26 (38) Increase in cash from changes in current assets and current liabilities 381 493 Discontinued operations (246) (78) Other (76) 33 ------- ------- Net cash provided by operating activities 358 732 ------- ------- Cash Flows from Investing Activities: Net cash used in investing activities, capital expenditures (120) (31) ------- ------- Cash Flows from Financing Activities: Proceeds from short-term debt -- 40 Proceeds from exercise of stock options -- 17 Payments of short-term debt (229) (592) Payments of long-term debt (103) (103) Payments of long-term lease obligations (26) (23) ------- ------- Net cash used in financing activities (358) (661) ------- ------- Net increase (decrease) in cash (120) 40 Cash at beginning of period 146 32 ------- ------- Cash at end of period $ 26 $ 72 ======= =======
See notes to consolidated financial statements. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS FOR THE QUARTER ENDED MARCH 31, 1999 (unaudited) Note 1: ACCOUNTING POLICIES Basis of Financial Statement Presentation - The information as of and for the three months ended March 31, 1999 and 1998, is unaudited. In the opinion of management, all adjustments necessary for a fair presentation of the results of such interim periods have been included. Discontinued Operations - In December 1989 Ronson Corporation (the "Company") adopted a plan to discontinue the operations in 1990 of one of its New Jersey facilities, Ronson Metals Corporation, subsequently renamed Prometcor, Inc. ("Prometcor"). As a result, the operations of Prometcor have been classified as discontinued operations in the accompanying Consolidated Statements of Earnings and other related operating statement data. This quarterly report should be read in conjunction with the Company's Annual Report on Form 10-K. Note 2: PER COMMON SHARE DATA The calculation and reconciliation of Basic and Diluted Earnings per Common Share were as follows (in thousands except per share data):
Quarter Ended March 31, ------------------------------------------------------ 1999 1998 -------------------------- -------------------------- Per Per Share Share Earnings Shares Amount Earnings Shares Amount -------- ------ ------ -------- ------ ------ Net earnings $ 136 $ 183 Less accrued dividends on preferred stock (2) (2) -------- -------- Basic 134 3,197 $ 0.04 181 3,166 $ 0.06 ====== ====== Effect of dilutive securities: Stock options 5 17 Cumulative convertible preferred stock 2 37 2 37 -------- ----- -------- ----- Diluted $ 136 3,239 $ 0.04 $ 183 3,220 $ 0.06 ======== ===== ====== ======== ===== ======
There were no securities that were excluded in the computation of Diluted Earnings Per Share because they were anti-dilutive in the periods presented. Note 3: SHORT-TERM DEBT In 1995 Ronson Consumer Products Corporation ("RCPC") entered into an agreement with Summit Bank ("Summit") for a Revolving Loan. On May 13, 1999, RCPC and Summit extended RCPC's Revolving Loan to June 30, 2002. The extended agreement also amended certain other terms of the Revolving Loan agreement. The Revolving Loan of $1,133,000 at March 31, 1999, provides a line of credit up to $2,500,000 to RCPC based on accounts receivable and inventory. In July 1997 RCPC and Summit amended the Revolving Loan agreement to provide $400,000 in additional loan availability. The $400,000 additional loan availability is being reduced in monthly amounts of $20,833 to June 1999. With the extension of the Revolving Loan and the Mortgage Loan agreement refinancing on May 13, 1999 (refer to Note 4 below), Summit will provide additional loan availability of approximately $200,000 to be amortized through June 30, 2000. The outstanding amount under the agreement for the additional available loan of $63,000 as of March 31, 1999, 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. The agreement was extended to 1999. The Revolving Loan balance of $99,000 (C$149,000) at March 31, 1999, of Ronson-Canada under the line of credit is secured by the accounts receivable and inventory of Ronson-Canada. The Revolving Loan currently bears interest at the rate of 1.25% above CIBC's prime rate. At March 31, 1999, Ronson Aviation, Inc. ("Ronson Aviation") had notes payable consisting of the following: 1) $670,000 due to Raytheon Aircraft Credit Corp.; and 2) $78,000 due to Greentree Financial Servicing Corporation. These notes are each collateralized by specific aircraft, and the notes are to be repaid from the proceeds from the sale of the aircraft. In August 1997 Ronson Aviation entered into an agreement with Summit for a Revolving Loan and a Term Loan (refer to Note 4 below regarding the Term Loan). The Revolving Loan, which had not yet been utilized at March 31, 1999, provides a line of credit up to $400,000 to Ronson Aviation based on the level of its accounts receivable. On May 13, 1999, the Revolving Loan was extended for two years to June 30, 2002. Note 4: LONG-TERM DEBT On May 13, 1999, RCPC and Summit entered into an agreement which refinanced the existing Mortgage Loan agreement on the RCPC property. The Mortgage Loan balance was $1,211,000 at March 31, 1999. The amended Mortgage Loan agreement provides for additional funds of approximately $550,000, is payable in sixty monthly installments of $17,218, including interest, and a final installment on May 1, 2004. The loan bears interest at a fixed rate of 8.39%. In August 1997 Ronson Aviation entered into a Term Loan agreement with Summit in the original amount of $285,000. The Term Loan is payable in monthly installments of $4,750 plus interest. On May 13, 1999, Ronson Aviation and Summit amended the Term Loan agreement to extend the payment terms for two years to June 30, 2002. The Term Loan balance was $195,000 at March 31, 1999. Ronson Aviation has six additional term loans payable to Summit with balances at March 31, 1999, totalling approximately $2,280,000. The loans are collateralized by specific aircraft. In September 1998 Ronson Aviation entered into a Promissory Term Note agreement with Texaco Refining and Marketing, Inc. in the original amount of $250,000. The Promissory Term Note, with a balance of $240,000 at March 31, 1999, is payable in 120 monthly installments of $2,775 including interest, through September 14, 2008. The Promissory Term Note bears interest at the rate of 6% per annum. The proceeds of the Promissory Term Note are being used to finance the construction of Ronson Aviation's new aircraft fueling facilities. The Promissory Term Note is secured by the leased premises of the fueling facilities complex and all related equipment, and also contains restrictive covenants. Note 5: 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 the subsequent owner also 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 USEPA's 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. The Company has accrued the amount of its offer and related expenses. In February 1999 Ronson Aviation completed the installation of a new 58,500 gallon fueling facility at a total cost of approximately $430,000, and ceased use of most of its former underground storage tanks. The underground storage tanks formerly used by Ronson Aviation will be closed in place or removed in 1999 as required by the NJDEP. The extent of any soil and groundwater contamination cannot be determined until testing has been undertaken. Ronson Aviation is in negotiations with the lessor, the County of Mercer ("Mercer"), as to the allocation of responsibility for the costs of meeting regulatory requirements as to the former tank system because the former tanks are owned by Mercer and most of the tanks pre-date the lease between Ronson Aviation and Mercer. Since the ultimate allocation of costs cannot be estimated at this time, the effect on the Company's financial position or results of future operations cannot be estimated at this time. Management does not believe that the effect will be material. In the third quarter of 1998, a mechanical failure at Ronson Aviation resulted in an overfill of a fuel tank and a release of about 700 gallons of jet fuel. The Company has taken appropriate action to address the release and to meet NJDEP requirements. Ronson Aviation has accrued projected future costs related to the release. Until all required remediation and sampling is completed, the total cost of the release cannot be determined. The Company's insurance carriers have been notified of the claim, and management believes that the Company will receive a reimbursement for the cost from insurance, but the Company has not recorded a receivable for that reimbursement. 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. Note 6: INDUSTRY SEGMENTS INFORMATION The Company has two reportable segments: consumer products and aviation services. The Company's reportable segments are strategic business units that offer different products and services. Financial information by industry segment is summarized below (in thousands):
Quarter Ended March 31, 1999 1998 ---- ---- Net sales: Consumer Products $ 3,978 $ 3,727 Aviation Services 1,631 1,708 ------- ------- Consolidated $ 5,609 $ 5,435 ======= ======= Earnings (loss) from operations: Consumer Products $ 662 $ 615 Aviation Services 74 103 ------- ------- Total reportable segments 736 718 Corporate and others (377) (389) ------- ------- Consolidated $ 359 $ 329 ======= ======= Earnings (loss) before intercompany charges and taxes: Consumer Products $ 616 $ 556 Aviation Services (3) 46 ------- ------- Total reportable segments 613 602 Corporate and others (437) (451) ------- ------- Consolidated $ 176 $ 151 ======= =======
Note 7: COMPREHENSIVE INCOME Comprehensive Income is the change in equity during a period from transactions and other events from nonowner sources. As required, the Company classifies items of other comprehensive income in financial statements and displays the accumulated balance of other comprehensive income (deficit) separately in the equity section of the Consolidated Balance Sheets. Changes in the components of Other Comprehensive Income (Loss) and in Accumulated Other Comprehensive Deficit for the first quarters ended March 31, 1999 and 1998, were as follows (in thousands):
Foreign Currency Minimum Pension Accumulated Translation Liability Other Comprehensive Adjustment Adjustment Deficit ---------------- --------------- ------------------- Balance at December 31, 1998 $ (96) $ (990) $ (1,086) Change during first quarter 1999 4 13 17 --------- --------- --------- Balance at March 31, 1999 $ (92) $ (977) $ (1,069) ========= ========= ========= Balance at December 31, 1997 $ (61) $ (1,545) $ (1,606) Change during first quarter 1998 5 40 45 --------- --------- --------- Balance at March 31, 1998 $ (56) $ (1,505) $ (1,561) ========= ========= =========
Note 8: 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):
Quarter Ended March 31, 1999 1998 ---- ---- Cash Payments for Interest $141 $169
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS RESULTS OF OPERATIONS First Quarter 1999 Compared to First Quarter 1998. The Company's Net Sales increased by 3% in the first quarter of 1999 to $5,609,000 from $5,435,000 in the first quarter of 1998. The Company's Earnings from Operations improved by 9% to $359,000 in the first quarter of 1999 from $329,000 in the first quarter of 1998. Earnings before Income Taxes increased by 17% in the first quarter of 1999 to $176,000 from $151,000 in the first quarter of 1998. Net Earnings in the first quarter of 1999 were $136,000 as compared to $183,000 in the first quarter of 1998. The 1999 Net Earnings were lower than the 1998 Net Earnings due to an increase in deferred income tax expense in the first quarter of 1999, while in 1998 there were deferred income tax benefits. Net Earnings in the first quarter of 1999 were net of deferred income tax expense of $26,000, while the Net Earnings in the first quarter of 1998 included deferred income tax benefits of $38,000, a combined increase in deferred income tax expense of $64,000. The Company's Consolidated Net Sales increased to $5,609,000 in the first quarter of 1999 from $5,435,000 in the first quarter of 1998. Net Sales of consumer products at Ronson Consumer Products Corporation, Woodbridge, New Jersey, and Ronson Corporation of Canada, Ltd., Mississauga, Ontario (together "Ronson Consumer Products"), increased by 7% in the first quarter of 1999 as compared to the first quarter of 1998 primarily due to increased shipments of lighters and accessory products. Net Sales at Ronson Aviation, Trenton, New Jersey, decreased by 5% in the first quarter of 1999 as compared to the first quarter of 1998, primarily because of lower aircraft sales in the first quarter of 1999. Consolidated Cost of Sales, as a percentage of Consolidated Net Sales, was 58% in the first quarter of 1999 as compared to 59% in the first quarter of 1998. The Cost of Sales percentage at Ronson Consumer Products was unchanged at 50% in the first quarters of both 1999 and 1998. The Cost of Sales percentage at Ronson Aviation decreased to 76% in the first quarter of 1999 as compared to 77% in the first quarter of 1998 primarily due to the change in the mix of products sold as the result of the lower 1999 aircraft sales. Consolidated Selling, Shipping and Advertising Expenses, as a percentage of Consolidated Net Sales, increased slightly to 17% in the first quarter of 1999 from 16% in the first quarter of 1998. Consolidated General and Administrative Expenses, as a percentage of Consolidated Net Sales, was unchanged at 17% in the first quarter of both 1999 and 1998. The 3% increase in Consolidated Net Sales and the lower Consolidated Cost of Sales percentage resulted in a 9% increase in Earnings from Operations and a 17% increase in Earnings before Income Taxes in the first quarter of 1999 as compared to the first quarter of 1998. FINANCIAL CONDITION The Company's Stockholders' Equity improved to $2,282,000 at March 31, 1999, from $2,145,000 at December 31, 1998. The improvement of $137,000 in 1999 Stockholders' Equity was primarily due to the Net Earnings in the first quarter of 1999. The Company had a deficiency in working capital of $2,220,000 at March 31, 1999, as compared to $2,208,000 at December 31, 1998. In May 1999 the Company and its principal lender, Summit, reached agreement to amend the Revolving Loans, Mortgage Loan and Term Loan with RCPC and Ronson Aviation. The amendments include a new Mortgage Loan with RCPC which provides additional funds of approximately $550,000 to RCPC and extends the expiration of the Mortgage Loan to May 1, 2004. The amendments also provide for extensions of the RCPC Revolving Loan, the Ronson Aviation Revolving Loan, and the Ronson Aviation Term Loan for two years to June 30, 2002. The RCPC Revolving Loan is amended to also provide approximately an additional $200,000 in available borrowing, to be amortized through June 30, 2000. A substantial majority of the total of $750,000 in additional funds will be utilized to meet the cash requirements of the Prometcor environmental clearance. During the first quarter and April 1999, Prometcor received clearance from the NRC and NJDEP to demolish the buildings on the Prometcor property which had not previously been released. The demolition was completed in April. Progress with the remaining tasks to complete Prometcor's environmental clearance continues. The full extent of the costs and time required for completion is not determinable until the remediation and confirmation testing of the properties have been completed and accepted by the NJDEP and NRC. The Company has continued to meet its obligations as they have matured and management believes that the Company will continue to meet its obligations through internally generated funds from future net earnings and depreciation, established external financing arrangements, potential additional sources of financing and existing cash balances. YEAR 2000 ISSUES The Company's information technology systems have been reviewed for Year 2000 ("Y2K") readiness, and actions have been taken to update all material systems. The information technology systems used at Ronson Aviation were recently acquired and have been certified Y2K compliant. The necessary upgrades to the information technology systems utilized by the Company and Ronson Consumer Products have been acquired. The implementation of these upgraded systems is substantially complete and is expected to be tested in the second and third quarters of 1999. The Company has also reviewed its non-information technology systems. The Company believes there are no material concerns. This assessment includes Ronson Aviation's aircraft and related equipment. The Company has assessed its material relationships with third parties. Based on information received from the Company's third parties, the Company believes that those third parties with which the Company has a material relationship will not be disrupted by any Y2K issues. The majority of the costs to address the Company's Y2K issues have been incurred and have not been material. Any costs remaining are not expected to be material. Because of the current status of the Company's preparations related to the Y2K issues, the Company does not believe there is a material risk of losses related to the Y2K issues. For those systems for which compliance has not yet been demonstrated, the Company is developing contingency plans even though none of those systems are material to the Company's operations. FORWARD-LOOKING STATEMENTS This Management's Discussion and Analysis of Results of Operations and Financial Condition and other sections of this report contain forward-looking statements that anticipate results based on management's plans that are subject to uncertainty. The use of the words "expects", "plans", "anticipates" and other similar words in conjunction with discussions of future operations or financial performance identifies these statements. Forward-looking statements are based on current expectations of future events. The Company cannot ensure that any forward-looking statement will be accurate, although the Company believes that it has been reasonable in its expectations and assumptions. Investors should realize that if underlying assumptions prove inaccurate or that unknown risks or uncertainties materialize, actual results could vary materially from our projections. The Company assumes no obligation to update any forward-looking statements as a result of future events or developments. Investors are cautioned not to place undue reliance on such statements that speak only as of the date made. Investors also should understand that it is not possible to predict or identify all such factors and should not consider this to be a complete statement of all potential risks and uncertainties. PART II - OTHER INFORMATION ITEM 6: EXHIBITS AND REPORTS ON FORM 8-K (a) Exhibits None. (b) Reports on Form 8-K None. SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. RONSON CORPORATION Date: May 13, 1999 /s/ Louis V. Aronson II ---------------------------------------- Louis V. Aronson II, President and Chief Executive Officer (Signing as Duly Authorized Officer of the Registrant) Date: May 13, 1999 /s/ Daryl K. Holcomb ---------------------------------------- Daryl K. Holcomb, Vice President and Chief Financial Officer, Controller and Treasurer (Signing as Chief Financial Officer of the Registrant) EX-27 2
5 3-MOS DEC-31-1999 MAR-31-1999 26 0 1,690 (85) 2,875 5,961 11,788 5,996 14,537 8,181 3,631 0 0 3,260 (978) 14,537 5,609 5,609 3,231 3,231 2,030 11 161 176 40 136 0 0 0 136 0.04 0.04
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