-----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, NiIBhf2liIyaVZ8/BhHryHt/Llx5Bn2aP7GROpIr/Ff+yFAo2mcb3tTO12X0pzwd KspDDP6gzzxkV28/PKUfeQ== 0000914317-04-003124.txt : 20040816 0000914317-04-003124.hdr.sgml : 20040816 20040816150923 ACCESSION NUMBER: 0000914317-04-003124 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 4 CONFORMED PERIOD OF REPORT: 20040630 FILED AS OF DATE: 20040816 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: 1934 Act SEC FILE NUMBER: 001-01031 FILM NUMBER: 04978212 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 form10q-62314_ronson.txt UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549-1004 FORM 10-Q QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2004 ------------- 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) (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 |_| Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act). Yes |_| No |X| As of June 30, 2004, there were 4,079,704 shares of the registrant's common stock outstanding. RONSON CORPORATION FORM 10-Q INDEX PAGE PART I - FINANCIAL INFORMATION: ITEM 1 - FINANCIAL STATEMENTS: CONSOLIDATED BALANCE SHEETS: JUNE 30, 2004 AND DECEMBER 31, 2003 3 CONSOLIDATED STATEMENTS OF OPERATIONS: QUARTER ENDED JUNE 30, 2004 and 2003 4 SIX MONTHS ENDED JUNE 30, 2004 AND 2003 5 CONSOLIDATED STATEMENTS OF CASH FLOWS: SIX MONTHS ENDED JUNE 30, 2004 AND 2003 6 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 7 ITEM 2 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS 14 ITEM 3 - QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK 17 ITEM 4 - CONTROLS AND PROCEDURES 17 PART II - OTHER INFORMATION: 18 ITEM 1 - LEGAL PROCEEDINGS 20 ITEM 6 - EXHIBITS AND REPORTS ON FORM 8-K 21 SIGNATURES 2 PART I - FINANCIAL INFORMATION ITEM 1 - FINANCIAL STATEMENTS -------------------- RONSON CORPORATION AND ITS WHOLLY OWNED SUBSIDIARIES CONSOLIDATED BALANCE SHEETS --------------------------- (in thousands of dollars) June 30, December 31, 2004 2003 -------- ------------ (unaudited) ASSETS CURRENT ASSETS: Cash and cash equivalents $ 526 $ 664 Accounts receivable, net 1,993 2,198 Inventories: Finished goods 3,001 1,495 Work in process 27 25 Raw materials 553 383 -------- -------- 3,581 1,903 Other current assets 1,146 1,183 -------- -------- TOTAL CURRENT ASSETS 7,246 5,948 -------- -------- Property, plant and equipment, at cost: Land 6 6 Buildings and improvements 5,322 4,782 Machinery and equipment 7,605 7,232 Construction in progress 59 53 -------- -------- 12,992 12,073 Less accumulated depreciation and amortization 8,369 8,029 -------- -------- 4,623 4,044 Other assets 2,674 2,611 -------- -------- $ 14,543 $ 12,603 ======== ======== LIABILITIES AND STOCKHOLDERS' EQUITY CURRENT LIABILITIES: Short-term debt $ 2,320 $ 847 Current portion of long-term debt and leases 888 325 Accounts payable 1,910 1,632 Accrued expenses 2,643 2,683 Current liabilities of discontinued operations 319 324 -------- -------- TOTAL CURRENT LIABILITIES 8,080 5,811 -------- -------- Long-term debt and leases 1,838 1,946 Other long-term liabilities 940 1,371 STOCKHOLDERS' EQUITY: Common stock 4,153 4,127 Additional paid-in capital 29,453 29,509 Accumulated deficit (26,629) (26,768) Accumulated other comprehensive loss (1,695) (1,796) -------- -------- 5,282 5,072 Less cost of treasury shares 1,597 1,597 -------- -------- TOTAL STOCKHOLDERS' EQUITY 3,685 3,475 -------- -------- $ 14,543 $ 12,603 ======== ======== See notes to consolidated financial statements. 3 RONSON CORPORATION AND ITS WHOLLY OWNED SUBSIDIARIES CONSOLIDATED STATEMENTS OF OPERATIONS ------------------------------------- (in thousands of dollars, except per share data)(unaudited) Quarter Ended June 30, -------------------- 2004 2003 ------- ------ NET SALES $ 6,376 $7,514 ------- ------ Cost and expenses: Cost of sales 4,114 4,669 Selling, shipping and advertising 866 760 General and administrative 1,037 1,146 Depreciation and amortization 194 154 Other charges 50 210 ------- ------ 6,261 6,939 ------- ------ EARNINGS FROM OPERATIONS 115 575 ------- ------ Other expense: Interest expense 81 79 Other-net 14 16 ------- ------ 95 95 ------- ------ EARNINGS BEFORE INCOME TAXES 20 480 Income tax provision 94 183 ------- ------ NET EARNINGS (LOSS) $ (74) $ 297 ======= ====== EARNINGS (LOSS) PER COMMON SHARE: Basic $ (0.02) $ 0.07 ======= ====== Diluted $ (0.02) $ 0.07 ======= ====== See notes to consolidated financial statements. 4 RONSON CORPORATION AND ITS WHOLLY OWNED SUBSIDIARIES CONSOLIDATED STATEMENTS OF OPERATIONS ------------------------------------- (in thousands of dollars, except per share data) (unaudited) Six Months Ended June 30, -------------------- 2004 2003 ------- ------- NET SALES $13,425 $13,352 ------- ------- Cost and expenses: Cost of sales 8,443 8,462 Selling, shipping and advertising 1,697 1,549 General and administrative 2,146 2,253 Depreciation and amortization 363 318 Other charges 100 230 ------- ------- 12,749 12,812 ------- ------- EARNINGS FROM OPERATIONS 676 540 ------- ------- Other expense: Interest expense 153 166 Other-net 25 28 ------- ------- 178 194 ------- ------- EARNINGS BEFORE INCOME TAXES 498 346 Income tax provision 297 121 ------- ------- NET EARNINGS $ 201 $ 225 ======= ======= EARNINGS PER COMMON SHARE: Basic $ 0.05 $ 0.05 ======= ======= Diluted $ 0.05 $ 0.05 ======= ======= See notes to consolidated financial statements. 5 RONSON CORPORATION AND ITS WHOLLY OWNED SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS ------------------------------------- (in thousands of dollars) (unaudited)
Six Months Ended June 30, --------------------- 2004 2003 ------- ------- Cash Flows from Operating Activities: Net earnings $ 201 $ 225 Adjustments to reconcile net earnings to net cash provided by operating activities: Depreciation and amortization 363 318 Deferred income tax expense 170 33 Increase (decrease) in cash from change in inventories (1,678) 874 Increase in cash from changes in current assets and current liabilities 308 247 Net change in pension-related accounts (144) (15) Other (257) (9) ------- ------- Net cash provided by (used in) operating activities (1,037) 1,673 ------- ------- Cash Flows from Investing Activities: Net cash used in investing activities, capital expenditures (790) (212) ------- ------- Cash Flows from Financing Activities: Proceeds from short-term debt 1,572 -- Proceeds from long-term debt 501 -- Proceeds from issuance of common stock 20 -- Payments of preferred stock dividends (43) (4) Redemption of preferred stock (46) -- Payments of short-term debt (99) (928) Payments of long-term debt (159) (141) Payments of long-term lease obligations (33) (16) Other (24) (24) ------- ------- Net cash provided by (used in) financing activities 1,689 (1,113) ------- ------- Net increase (decrease) in cash and cash equivalents (138) 348 Cash and cash equivalents at beginning of period 664 312 ------- ------- Cash and cash equivalents at end of period $ 526 $ 660 ======= =======
See notes to consolidated financial statements. 6 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS FOR THE QUARTER ENDED JUNE 30, 2004 (UNAUDITED) Note 1: ACCOUNTING POLICIES Basis of Financial Statement Presentation - The information as of and for the three and six month periods ended June 30, 2004 and 2003, is unaudited. In the opinion of management, all adjustments (consisting only of normal recurring adjustments) necessary for a fair presentation of the results of such interim periods have been included. 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 June 30, --------------------------------------------------------------- 2004 2003 ----------------------------- ------------------------------ Per Per Share Share Loss Shares Amount Earnings Shares(2) Amount -------- ------ ------ -------- --------- ------ Net earnings (loss)............ $ (74) $ 297 Less accrued dividends on preferred stock.............. -- (2) -------- -------- BASIC $ (74) 4,063 $(0.02) $ 295 4,033 $ 0.07 ======== ===== ====== ======== ===== ====== Effect of dilutive securities (1): Stock options................ -- -- Cumulative convertible preferred stock............. $ -- -- $ 2 40 -------- ----- -------- ----- DILUTED $ (74) 4,063 $(0.02) $ 297 4,073 $ 0.07 ======== ===== ====== ======== ===== ======
7
Six Months Ended June 30, --------------------------------------------------------------- 2004 2003 ----------------------------- ------------------------------ Per Per Share Share Earnings Shares Amount Earnings Shares(2) Amount -------- ------ ------ -------- --------- ------ Earnings from continuing Operations................... $ 201 $ 225 Less accrued dividends on preferred stock.............. (2) (4) -------- -------- BASIC $ 199 4,059 $ 0.05 $ 221 4,033 $ 0.05 ======== ===== ====== ======== ===== ====== Effect of dilutive securities (1): Stock options................ 70 -- Cumulative convertible preferred stock............. $ 2 33 $ -- -- -------- ----- -------- ----- DILUTED $ 201 4,162 $ 0.05 $ 221 4,033 $ 0.05 ======== ===== ====== ======== ===== ======
(1) The assumed conversion of preferred shares to common shares and the stock options were anti-dilutive for the quarter ended June 30, 2004, and for the six months ended June 30, 2003, and, therefore, were excluded from the computation and reconciliation of Diluted Earnings per Common Share for those periods. (2) Information as to the number of shares and per share amounts has been retroactively adjusted to reflect the 5% stock dividend on common stock declared February 12, 2004. Note 3: SHORT-TERM DEBT In 1995 Ronson Consumer Products Corporation ("RCPC") entered into an agreement with Fleet Capital Corporation ("Fleet") for a Revolving Loan, now expiring on June 30, 2005. The Revolving Loan of $1,034,000 at June 30, 2004, provides a line of credit up to $2,500,000 to RCPC based on accounts receivable and inventory. 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. Ronson-Canada's line of credit is secured by its accounts receivable and inventory. At June 30, 2004, Ronson-Canada utilized no borrowings under the Revolving Loan. In 1997 Ronson Aviation, Inc. ("Ronson Aviation") entered into an agreement with Fleet for a Revolving Loan. The Revolving Loan provides a line of credit up to $500,000 to Ronson Aviation based on the level of its accounts receivable. At June 30, 2004, Ronson Aviation utilized no borrowings under the Revolving Loan. At June 30, 2004, Ronson Aviation had notes payable of $1,286,000 due to Raytheon Aircraft Credit Corp. The notes are collateralized by specific aircraft 8 included in finished goods inventories and are to be repaid from the proceeds from the sale of the aircraft. Note 4: LONG-TERM DEBT On December 1, 2003, the Company, RCPC and Fleet amended the Company's Mortgage Loan, extending the expiration to December 1, 2008. The Mortgage Loan balance was $1,383,000 at June 30, 2004. The Mortgage Loan agreement is payable in monthly installments of $7,951, plus interest, with a final installment on December 1, 2008, of approximately $962,000. The loan bears interest at the rate of 0.5% above Fleet's prime rate. The Company and Fleet have entered into an interest rate swap contract which effectively fixes the interest rate on the Mortgage Loan at 7.45%. Ronson Aviation has two term loans payable to Fleet with balances at June 30, 2004, totaling approximately $687,000. The loans are collateralized by specific aircraft and expire on June 30, 2005. In March 2004 a lease agreement became effective for a warehouse facility utilized by RCPC for finished goods storage and product shipments. In connection with the lease, the landlord provided improvements totaling $440,000. The landlord provided RCPC with a long-term loan for the improvements, bearing interest at 8.25%, payable at $4,800 per month, including interest, with a final payment of $150,000 due at the end of the initial nine-year term, and secured by a letter of credit in the amount of $150,000. At June 30, 2004, the total balance payable on this lease agreement was $431,000. Note 5: CONTINGENCIES In 1999 Ronson Aviation completed the installation of a new fueling facility and ceased use of most of its former underground storage tanks. The primary underground fuel storage tanks formerly used by Ronson Aviation were removed in 1999 as required by the New Jersey Department of Environmental Protection ("NJDEP"). Related contaminated soil was removed and remediated. In 2000 initial groundwater tests were completed. Ronson Aviation's environmental consultants have advised the Company that preliminary results of that testing indicate that no further actions should be required. The extent of groundwater contamination cannot be determined until final testing has been completed and accepted by the NJDEP. The Company intends to vigorously pursue its rights under the leasehold and under the statutory and regulatory requirements. Since the amount of additional costs, if any, and their ultimate allocation cannot be fully determined at this time, the effect on the Company's financial position or results of future operations cannot yet be determined, but management believes that the effect will not be material. In 2002 Prometcor completed the environmental clearance of its property in Newark, N.J. The final parcel of the property was sold in May 2002 with the Company retaining responsibility for the groundwater-related activities. The Company's plan to resolve groundwater issues has not yet been approved by the NJDEP. Testing completed in 2000 resulted in increased estimates of the range of costs to be incurred. These costs will be incurred over an extended number of years. In calculating and accruing these costs, the Company has discounted the costs to the present value. The liability for these estimated costs and expenses as recorded in the financial statements was based, in accordance with normal 9 accounting practices, on the lower limit of the range of costs as projected by the Company and its consultants. The estimated upper limit of the range of costs is approximately $600,000 above the lower limit. The full extent of the costs and time required for completion of the NJDEP environmental clearance is not determinable until the remediation and confirmatory testing of the properties have been completed and accepted by the NJDEP. The Company is involved in a State of New Jersey Gross Income Tax audit for the years ended December 31, 1997 through December 31, 2000. The total claimed by the State of New Jersey is $179,000, tax of $122,000 and interest and penalties of $57,000 related to availability of net operating loss carryforwards from 1995. In June 2004, the Company's appeal of the determination by the New Jersey Division of Taxation was denied by the Tax Court of New Jersey. Based on statements by the Company's counsel, management believes that the Company should not be liable for the assessment; however, the Company has not yet determined whether to appeal the decision of the Tax Court of New Jersey. The Company has offered to settle the matter for the amount of the tax, $122,000. The Company has accrued the amount of the tax and the expected cost of defense in the matter. The Company is involved in a shareholder derivative action, and the Company incurred approximately $560,000 in net legal costs related to the matter in 2003 and the first six months of 2004. These costs were net of the associated insurance reimbursement of about $484,000. The Company believes that its directors' and officers' liability insurance coverage is adequate to meet the future direct costs of the litigation; however, the Company is not able to estimate at this time the extent to which it will incur additional legal or other expenses, which may be substantial, in connection with this proceeding. The Company is involved in various other 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: PREFERRED STOCK On February 12, 2004, the Company's Board of Directors approved the redemption of the 34,875 shares of the Company's 12% Cumulative Convertible Preferred Stock which remained outstanding. The redemption of the preferred shares was completed on May 31, 2004. In accordance with the terms of the preferred stock, the redemption price was $2.25 per share. Prior to its redemption, the preferred stock continued to be convertible into common stock, at the rate of 1.157625 common shares per preferred share, after adjustment for the 5% stock dividend issued April 15, 2004. Fractional shares of common stock issued upon conversion were paid for in cash at $2.71 per common share, the closing market price of the Company's common stock on April 15, 2004. A total of 20,322 shares were redeemed at a cost of $46,263, with the remaining 14,553 shares converted to common shares. 10 Note 7: 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 Six Months Ended June 30, June 30, --------------------- ----------------------- 2004 2003 2004 2003 ---- ---- ---- ---- Net sales: Consumer Products $ 3,900 $ 4,561 $ 8,649 $ 8,169 Aviation Services 2,476 2,953 4,776 5,183 ------- ------- -------- -------- Consolidated $ 6,376 $ 7,514 $ 13,425 $ 13,352 ======= ======= ======== ======== Earnings (loss) from operations: Consumer Products $ 307 $ 883 $ 1,074 $ 1,201 Aviation Services 329 424 680 643 ------- ------- -------- -------- Total reportable segments 636 1,307 1,754 1,844 Corporate and others (471) (522) (978) (1,074) Other charges (50) (210) (100) (230) ------- ------- -------- -------- Consolidated $ 115 $ 575 $ 676 $ 540 ======= ======= ======== ======== Earnings (loss) from continuing operations before intercompany charges and income taxes: Consumer Products $ 286 $ 857 $ 1,042 $ 1,150 Aviation Services 304 404 636 601 ------- ------- -------- -------- Total reportable segments 590 1,261 1,678 1,751 Corporate and others (520) (571) (1,080) (1,175) Other charges (50) (210) (100) (230) ------- ------- -------- -------- Consolidated $ 20 $ 480 $ 498 $ 346 ======= ======= ======== ========
Note 8: COMPREHENSIVE INCOME Comprehensive Income is the change in equity during a period from transactions and other events from nonowner sources. The Company is required to classify items of other comprehensive income in financial statements and to display the accumulated balance of other comprehensive income (loss) separately in the equity section of the Consolidated Balance Sheets. 11 Changes in the components of Other Comprehensive Income (Loss) and in Accumulated Other Comprehensive Loss were as follows (in thousands):
Quarter Ended June 30, 2004 and 2003 ------------------------------------ Foreign Currency Minimum Accumulated Other Translation Pension Comprehensive Adjustments Liability Loss ---------------- ---------- ----------------- Balance at March 31, 2004 $ (7) $ 1,744 $ 1,737 Current period change (6) (66) (72) Income tax expense 3 27 30 ---------- --------- --------- Balance at June 30, 2004 $ (10) $ 1,705 $ 1,695 ========== ========= ========= Balance at March 31, 2003 $ 55 $ 2,027 $ 2,082 Current period change (35) (72) (107) Income tax expense 14 28 42 ---------- --------- --------- Balance at June 30, 2003 $ 34 $ 1,983 $ 2,017 ========== ========= ========= Six Months Ended June 30, 2004 and 2003 --------------------------------------- Foreign Currency Minimum Accumulated Other Translation Pension Comprehensive Adjustments Liability Loss ---------------- ---------- ----------------- Balance at December 31, 2003 $ 12 $ 1,784 $ 1,796 Current period change (37) (132) (169) Income tax expense 15 53 68 ---------- --------- --------- Balance at June 30, 2004 $ (10) $ 1,705 $ 1,695 ========== ========= ========= Balance at December 31, 2002 $ 70 $ 2,071 $ 2,141 Current period change (59) (145) (204) Income tax expense 23 57 80 ---------- --------- --------- Balance at June 30, 2003 $ 34 $ 1,983 $ 2,017 ========== ========= =========
Note 9: STATEMENTS OF CASH FLOWS Certificates of deposit that have a maturity of less than 90 days are considered cash equivalents for purposes of the accompanying Consolidated Statements of Cash Flows. Supplemental disclosures of cash flow information are as follows (in thousands): Six Months Ended June 30, -------- 2004 2003 ---- ---- Cash payments for: Interest $150 $154 Income Taxes 192 35 Financing & Investing Activities Not Affecting Cash: Capital lease obligations incurred 146 -- 12 Note 10: RETIREMENT PLANS The Company's Consolidated Statements of Operations included pension expense consisting of the following components (in thousands): Quarter Ended June 30, 2004 2003 ---- ---- Service cost $ 6 $ 6 Interest cost 69 67 Expected return on plan assets (40) (33) Recognized actuarial losses 66 73 Recognized prior service cost 4 5 ----- ----- Net pension expense $ 105 $ 118 ===== ===== Six Months Ended June 30, 2004 2003 ---- ---- Service cost $ 13 $ 11 Interest cost 137 134 Expected return on plan assets (80) (66) Recognized actuarial losses 132 146 Recognized prior service cost 7 10 ----- ----- Net pension expense $ 209 $ 235 ===== ===== Contributions to the pension plan during 2004 are expected as follows (in thousands): Paid in the six months ended June 30, 2004 $ 352 Expected to be paid in the balance of 2004 330 ----- Total expected to be paid in the year ending December 31, 2004 $ 682 ===== 13 ITEM 2 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS ----------------------------------------------------------------------- OF OPERATIONS ------------- RESULTS OF OPERATIONS Second Quarter 2004 Compared to Second Quarter 2003 and First Half 2004 Compared to First Half 2003. The Company's Net Sales were $13,425,000 in the first half of 2004 as compared to $13,352,000 in the first half of 2003 and were $6,376,000 in the second quarter of 2004 compared to $7,514,000 in the second quarter of 2003. The Company's Earnings from Operations before Other Charges in the first half of 2004 were $776,000 compared to $770,000 in the first half of 2003. The Company's Net Earnings in the first half of 2004 were $201,000 as compared to $225,000 in the first half of 2003. The Company had a Net Loss in the second quarter of 2004 of $74,000, after a second quarter 2004 provision of $122,000 for state income taxes related to an assessment by the State of New Jersey for prior years, as compared to Net Earnings of $297,000 in the second quarter of 2003. Ronson Consumer Products (in thousands) Quarter Ended Six Months Ended June 30, June 30, --------------- ---------------- 2004 2003 2004 2003 ---- ---- ---- ---- Net sales $ 3,900 $ 4,561 $ 8,649 $ 8,169 Earnings from operations 307 883 1,074 1,201 Earnings before income taxes and intercompany charges 286 857 1,042 1,150 Net Sales of consumer products at Ronson Consumer Products Corporation ("RCPC"), Woodbridge, New Jersey, and Ronson Corporation of Canada Ltd. ("Ronson-Canada"), Mississauga, Ontario, (together "Ronson Consumer Products") decreased by 14% in the second quarter of 2004 compared to the second quarter of 2003 and the Net Sales at Ronson Consumer Products increased by 6% in the first half of 2004 compared to the first half of 2003. This increase in sales in the first half of 2004 is primarily due to increased sales of certain flame accessory products. Cost of Sales, as a percentage of Net Sales, at Ronson Consumer Products increased to 61% in the second quarter of 2004 from 55% in the second quarter of 2003 and to 59% in the first half of 2004 from 57% in the first half of 2003. The increases in the Cost of Sales percentage in 2004 were primarily due to increased personnel costs, to increased material costs because of increases in oil prices and, in the second quarter of 2004, to the lower Net Sales. Selling, Shipping and Advertising Expenses, as a percentage of Net Sales, at Ronson Consumer Products increased to 22% in the second quarter of 2004 from 17% in the second quarter of 2003 and were unchanged at 19% in the first halves of 2004 and 2003. The increase in the second quarter of 2004 is primarily due to the lower Net Sales and to increased costs associated with the Company's new 14 warehouse facility, partially offset by a reduction in the portion of sales subject to commission. General and Administrative Expenses, as a percentage of Net Sales, decreased slightly to 8% in the first half of 2004 from 9% in the first half of 2003 primarily due to the increased Net Sales. Ronson Aviation (in thousands) Quarter Ended Six Months Ended June 30, June 30, --------------- ---------------- 2004 2003 2004 2003 ---- ---- ---- ---- Net sales $ 2,476 $ 2,953 $ 4,776 $ 5,183 Earnings from operations 329 424 680 643 Earnings before income taxes and intercompany charges 304 404 636 601 Net Sales at Ronson Aviation, Inc. ("Ronson Aviation"), Trenton, New Jersey, decreased by 16% in the second quarter of 2004 from the second quarter of 2003 and by 8% in the first half of 2004 from the first half of 2003. These decreases were primarily due to decreased new aircraft sales, partially offset by increased sales of aircraft fuel. Ronson Aviation's Cost of Sales, as a percentage of Net Sales, decreased to 71% in the second quarter of 2004 and to 70% in the first half of 2004 from 74% in the second quarter and first half of 2003. The decreases in the Cost of Sales percentage in 2004 were primarily due to the change in the mix of products sold. Ronson Aviation's Selling, Shipping and Advertising Expenses and General and Administrative Expenses, as a percentage of Net Sales, increased to 11% in the second quarter of 2004 from 9% in the second quarter of 2003 and to 11% in the first half of 2004 from 10% in the first half of 2003 primarily due to the lower sales in 2004. Other Items The General and Administrative Expenses of Corporate and Other were lower in the second quarter and first half of 2004 as compared to the second quarter and first half of 2003 primarily due to reduced personnel costs and to lower pension expense. The Other Charges in the second quarters and first halves of 2004 and 2003 were the legal fees incurred related to stockholder litigation. (Refer to Item 1 of Part II of this Form 10-Q.) FINANCIAL CONDITION The Company's Stockholders' Equity increased to $3,685,000 at June 30, 2004, from $3,475,000 at December 31, 2003. The increase of $210,000 in Stockholders' Equity was primarily due to the Net Earnings in the first half of 2004. The Company had a deficiency in working capital of $834,000 at June 30, 2004, as compared to working capital of $137,000 at December 31, 2003. The decline in 15 working capital was primarily due: 1) to the reclassification of the June 30, 2005 final payment of $492,000 on term loans at Ronson Aviation into current liabilities from long-term liabilities; 2) a reduction in the long-term pension obligation by $450,000; and 3) to deposits of $294,000 on equipment to be leased, partially offset by the Net Earnings in 2004. Inventories and Short-term Debt increased in the first half of 2004 due to the delivery of an aircraft to Ronson Aviation, at a cost of $946,000 for resale, and due to increases in inventory at Ronson Consumer Products related to new products and to timing of purchases. Accounts Payable increased to $1,910,000 at June 30, 2004, from $1,632,000 at December 31, 2003, due to the timing of purchases and payments. The increase in Buildings and Improvements and Long-term Debt in the first half of 2004 were primarily due to the leasehold improvements of $440,000 at RCPC's newly-leased warehouse. The leasehold improvements were financed by the lessor. Capital Expenditures and Proceeds from Long-term Debt included the leasehold improvements of $440,000 at RCPC's newly-leased finished goods warehouse financed by the lessor. On February 12, 2004, the Company's Board of Directors declared a 5% stock dividend on the Company's common stock. The 5% stock dividend was issued on April 15, 2004, to stockholders of record April 1, 2004. Information as to the number of shares and per share amounts has been retroactively adjusted to reflect this stock dividend. On May 7, 2004, the Company's Board of Directors declared a regular quarterly cash dividend on common stock of $.01 per common share. The cash dividend was paid on June 18, 2004, to stockholders of record June 1, 2004. On May 31, 2004, the Company completed the redemption of the remaining outstanding preferred stock. A total of 20,322 shares were redeemed at a cost of $46,263, and 14,553 shares were converted to common shares. The Company has continued to meet its obligations as they have matured and management believes that the Company will continue to meet its obligations through internally generated funds from future net earnings and depreciation, established external financial arrangements, completion of lease financing on equipment on which $294,000 in deposits have been made, potential additional sources of financing and existing cash balances. FORWARD-LOOKING STATEMENTS This Management's Discussion and Analysis of Financial Condition and Results of Operations and other sections of this report contain forward-looking statements that involve risks and uncertainties, as well as assumptions that, if they never materialize or prove incorrect, could cause the results of the Company to differ materially from those expressed or implied by such forward-looking statements. All statements other than statements of historical fact are statements that could be deemed forward-looking statements, including any 16 projections of earnings, revenue, margins, costs or other financial items; any statements of the plans, strategies and objectives of management for future operations; any statement concerning new products, services or developments; any statements regarding future economic conditions or performance; any statements of belief; and any statements of assumptions underlying any of the foregoing. The risks, uncertainties and assumptions referred to above include the success of new products; competition; prices of key materials, such as petroleum products; the challenge of managing asset levels, including inventory; the difficulty of aligning expense levels with revenue changes; assumptions relating to pension costs; and other risks that are described herein and that are otherwise described from time to time in the Company's Securities and Exchange Commission reports. The Company assumes no obligation and does not intend to update these forward-looking statements. ITEM 3 - QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK ---------------------------------------------------------- There has been no significant change in the Company's exposure to market risk during the first six months of 2004. For discussion of the Company's exposure to market risk, refer to Item 7A, Quantitative and Qualitative Disclosure about Market Risk, contained in the Company's Annual Report on Form 10-K for the year ended December 31, 2003, incorporated herein by reference. ITEM 4 - CONTROLS AND PROCEDURES ----------------------- (a) Evaluation of Disclosure Controls and Procedures. The Company's Chief Executive Officer and Chief Financial Officer, after the evaluation of the effectiveness of the Company's "disclosure controls and procedures" (as defined in Rules 13a-4(c) and 15-14(c) under the Securities Exchange Act of 1934) as of the end of the period covered by this quarterly report, have concluded that, as of that date, the Company's disclosure controls and procedures were adequate and designed to ensure that material information related to the Company and its consolidated subsidiaries would be made known to them. (b) Changes in Internal Controls. There were no significant changes in the Company's internal controls or in other factors that could significantly affect these controls subsequent to the date of their evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses. 17 PART II - OTHER INFORMATION ITEM 1 - LEGAL PROCEEDINGS ----------------- Steel Partners II, L.P., et al v. Louis V. Aronson II, Robert A. Aronson, - ------------------------------------------------------------------------- Erwin M. Ganz, I. Leo Motiuk, Gerard J. Quinnan, Justin P. Walder, - ------------------------------------------------------------------ Saul H. Weisman, Carl W. Dinger III and Ronson Corporation - ---------------------------------------------------------- On March 25, 2003, a derivative lawsuit was filed against the directors of Ronson in the Superior Court of New Jersey, Chancery Division, Essex County by Steel Partners II, L.P. and Warren G. Lichtenstein. The lawsuit alleges, among other matters, breach of fiduciary duty and an absence of disinterestedness by the defendants, and use of corporate control to advance their own interests. The lawsuit seeks monetary damages on behalf of Ronson as well as equitable relief to invalidate the Company's shareholder rights agreement and certain consulting agreements, to enjoin performance of agreements with certain directors and to require the Company's President and C.E.O. to divest those shares acquired, and not to acquire additional shares while the shareholder rights agreement has been or remains in place. A special committee of two independent directors was created by the Board of Directors of the Company to investigate and evaluate the allegations made in the lawsuit. The committee concluded that none of the directors breached any fiduciary duty owed to the Company or its shareholders, that it is not in the best interests of the Company or its shareholders to continue legal action against the directors on any of the claims asserted in the derivative complaint and that the Company seek to dismiss the derivative action. The Company's directors have vigorously denied the claims and have moved to have the complaint dismissed. That motion to dismiss was denied in February 2004. The Company's directors will continue to contest and to vigorously defend against the claims. On June 21, 2004, the Superior Court of New Jersey granted the motion of the Ronson directors, over the objection of Steel Partners II, L.P., to bifurcate the case. As a result, trial of all claims and defenses in the derivative suit, other than the defense based upon the report and findings of the Special Litigation Committee, will be held in abeyance pending trial of the Special Litigation Committee defense. On July 23, 2004, Ronson Corporation and certain of its directors filed a Counterclaim and Third-Party Complaint against Steel Partners II, L.P., Warren G. Lichtenstein and certain close associates -- namely, Jack Howard, Howard M. Lorber and Ronald Hayes. The Counterclaim and Third-Party Complaint is based upon the New Jersey Shareholders Protection Act, and seeks compensatory and punitive damages, costs of suit and interest, as well as entry of a judgment directing the public disclosure of all limited partners of Steel Partners II, L.P., and persons acting directly or indirectly in concert with them in connection with the acquisition or attempted acquisition of stock in, or control of, Ronson Corporation. Ronson Corporation, Louis V. Aronson II, Robert A. Aronson, Erwin M. Ganz, - -------------------------------------------------------------------------- Gerard J. Quinnan, and Justin P. Walder v. Steel Partners II, L.P., Steel - ------------------------------------------------------------------------- Partners, L.L.C., Warren G. Lichtenstein, Jack Howard, Howard M. Lorber, Ronald - ------------------------------------------------------------------------------- Hayes, Travis Bradford, et al - ----------------------------- In June 2003 the Company and certain members of its Board of Directors filed a complaint in the United States District Court, District of New Jersey, against 18 Steel Partners II, L.P., Steel Partners L.L.C., Warren G. Lichtenstein, and others (i) claiming that Steel Partners II, L.P., Steel Partners L.L.C., and others acting in concert with them had failed to comply with their disclosure obligations under the federal securities law, and thereby violated Section 13D of the Securities Exchange Act of 1934, as amended, (ii) seeking a declaration that the defendants have beneficial ownership in excess of twelve percent of the Company's common stock and, accordingly, are an "acquiring person" as defined in the Company's shareholder rights agreement, (iii) seeking a further declaration that defendants are an "interested stockholder" for purposes of the New Jersey Shareholders Protection Act, and, accordingly, are subject to specified prohibitions there under and (iv) seeking damages for defendants alleged tortious interference with the Company's prospective economic advantage. Several of the named defendants have moved to dismiss the complaint, which motion was granted in December 2003 on the basis of the Court's conclusion that plaintiff's federal securities claims were "time-barred" by the statute of limitations, and the Court declined to exercise jurisdiction over the plaintiffs' state law claims. The merits of the complaint were not considered by the Court. Plaintiffs have filed an appeal with respect to the decision, and the plaintiffs will vigorously pursue their rights in this litigation. 19 ITEM 6 - EXHIBITS AND REPORTS ON FORM 8-K -------------------------------- (a) Exhibits. 31.1(a) and (b) Rule 13a-14(a)/15d-14(a) Certifications pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. 32.1 Section 1350 Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (furnished but not filed for purposes of the Securities Exchange Act of 1934). (b) Reports on Form 8-K. The Company filed a report on Form 8-K with the Securities and Exchange Commission dated April 27, 2004, in response to Item 5 of such report. No financial statements or pro forma financial information were included in this report. The Company filed a report on Form 8-K with the Securities and Exchange Commission dated May 14, 2004, in response to Item 5 of such report. No financial statements or pro forma financial information were included in this report. The Company filed a report on Form 8-K with the Securities and Exchange Commission dated June 29, 2004, in response to Item 5 of such report. No financial statements or pro forma financial information were included in this report. The Company filed a report on Form 8-K with the Securities and Exchange Commission dated July 12, 2004, in response to Item 5 of such report. No financial statements or pro forma financial information were included in this report. The Company filed a report on Form 8-K with the Securities and Exchange Commission dated July 29, 2004, in response to Item 5 of such report. No financial statements or pro forma financial information were included in this report. 20 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: August 13, 2004 /s/ Louis V. Aronson II --------------------------------- Louis V. Aronson II, President & Chief Executive Officer (Signing as Duly Authorized Officer of the Registrant) Date: August 13, 2004 /s/ Daryl K. Holcomb --------------------------------- Daryl K. Holcomb, Vice President & Chief Financial Officer, Controller and Treasurer (Signing as Chief Financial Officer of the Registrant) 21 EX-3.1A 2 ex31-1a.txt Exhibit 31.1(a) CERTIFICATION I, Louis V. Aronson II, certify that: 1. I have reviewed this quarterly report on Form 10-Q of Ronson Corporation; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; 3. Based on my knowledge, the financial statements, and other financial information included in this report fairly present in all material respects the financial condition, results of operations, and cash flows of the registrant as of, and for, the periods presented in this report; 4. The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have: a. Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; b. Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures as of the end of the period covered by this report based on such evaluation; c. Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and 5. The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's Board of Directors (or persons performing the equivalent functions): a. All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and 22 b. Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting. Date: August 13, 2004 /s/ Louis V. Aronson II --------------------------- Louis V. Aronson II President and C.E.O. 23 EX-31.B 3 ex31-1b.txt Exhibit 31.1(b) CERTIFICATION I, Daryl K. Holcomb, certify that: 1. I have reviewed this quarterly report on Form 10-Q of Ronson Corporation; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; 3. Based on my knowledge, the financial statements, and other financial information included in this report fairly present in all material respects the financial condition, results of operations, and cash flows of the registrant as of, and for, the periods presented in this report; 4. The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have: a. Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; b. Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures as of the end of the period covered by this report based on such evaluation; c. Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and 5. The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's Board of Directors (or persons performing the equivalent functions): a. All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and 24 b. Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting. Date: August 13, 2004 /s/ Daryl K. Holcomb ------------------------ Daryl K. Holcomb Vice President and C.F.O. 25 EX-32.1 4 ex32-1.txt Exhibit 32.1 CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, each of the undersigned officers of Ronson Corporation (the "Company"), certifies that: (1) the Quarterly Report on Form 10-Q of the Company for the quarterly period ended June 30, 2004 (the "Report") fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (15 U.S.C. 78 m or 78 o(d)); and (2) the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. Dated: August 13, 2004 /s/ Louis V. Aronson II ------------------------------------- Louis V. Aronson II President and Chief Executive Officer Dated: August 13, 2004 /s/ Daryl K. Holcomb ------------------------------------- Daryl K. Holcomb Vice President and Chief Financial Officer This certification is made solely for the purposes of 18 U.S.C. Section 1350, subject to the knowledge standard contained therein, and not for any other purpose. 26 -----END PRIVACY-ENHANCED MESSAGE-----