10-K 1 form10k-91183_ronc.txt 10-K U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) [X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2007 or [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from _________ to __________. Commission File No. 1-1031 RONSON CORPORATION ------------------------------------------------------ (Exact name of registrant as specified in its charter) NEW JERSEY 22-0743290 ------------------------ ------------------------------------ (State of incorporation) (I.R.S. Employer Identification No.) CAMPUS DRIVE, P.O. BOX 6707, SOMERSET, N.J. 08875 ------------------------------------------ ---------- (Address of principal executive office) (Zip Code) Registrant's telephone number: (732) 469-8300 -------------- Securities registered pursuant to Section 12(g) of the Act: Name of each exchange Title of each class on which registered ------------------- --------------------- Common Stock par value Nasdaq Capital Market $1.00 per share Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes [ ] No [X] Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes [ ] No [X] Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. YES [X] NO [ ] Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. [X] Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer (as defined in Rule 12b-2 of the Act). Large accelerated filer [ ] Accelerated filer [ ] Non-accelerated filer [X] Indicate by the check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes [ ] No [X] The aggregate market value of common equity held by non-affiliates of the registrant was approximately $3,961,000 as of June 30, 2007; the last business day of the registrant's most recently completed second fiscal quarter, computed by reference to the average bid and asked price of such common equity. As of March 21, 2008, there were 5,083,539 shares of the registrant's common stock outstanding, adjusted to reflect a 5% common stock dividend declared on February 1, 2008. DOCUMENTS INCORPORATED BY REFERENCE Portions of the Registrant's definitive Proxy Statement for the 2007 Annual Meeting of Shareholders are incorporated by reference into Part I. FORWARD-LOOKING STATEMENTS This Annual Report on Form 10-K, including "Management's Discussion and Analysis of Financial Condition and Results of Operations" in Item 7, contains forward-looking statements that involve risks and uncertainties, as well as assumptions that, if they never materialize or prove incorrect, could cause the results of Ronson Corporation and its consolidated subsidiaries (the "Company") to differ materially from those expressed or implied by such forward-looking statements. All statements other than statements of historical fact are statements that could be deemed forward-looking statements, including any projections of earnings, revenue, margins, costs or other financial items; any statements of the plans, strategies and objectives of management for future operations; any statement concerning new products, services or developments; any statements regarding future economic conditions or performance; any statements of belief; and any statements of assumptions underlying any of the foregoing. The risks, uncertainties and assumptions referred to above include the success of new products; competition; prices of key materials, such as petroleum products; the challenge of managing asset levels, including inventory; the difficulty of aligning expense levels with revenue changes; assumptions relating to pension costs; and other risks that are described herein and that are otherwise described from time to time in the Company's Securities and Exchange Commission reports. The Company assumes no obligation and does not intend to update these forward-looking statements. 2 TABLE OF CONTENTS
Page ---- Part I ------ Item 1. Business. 4 1A. Risk Factors. 7 2. Properties. 11 3. Legal Proceedings. 12 4. Submission of Matters to a Vote of Security Holders. 14 Part II ------- Item 5. Market for the Company's Common Stock, Related Stockholder Matters and Issuer Purchases of Equity Securities. 14 6. Selected Financial Data. 15 7. Management's Discussion and Analysis of Financial Condition and Results of Operations. 16 7A. Quantitative and Qualitative Disclosures about Market Risk. 26 8. Financial Statements and Supplementary Data. 27 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure. 28 9A.(T) Controls and Procedures. 28 9B. Other Information. 29 Part III -------- Item 10. Directors, Executive Officers and Corporate Governance. 29 11. Executive Compensation. 32 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters. 37 13. Certain Relationships and Related Transactions, and Director Independence. 39 14. Principal Accountant Fees and Services. 39 Part IV ------- Item 15. Exhibits and Financial Statement Schedules. 40 Signatures. 42 Financial Statements. 43
3 PART I ------ Item 1 - DESCRIPTION OF BUSINESS ----------------------- (a) General Development of Business. The Registrant, Ronson Corporation (the "Company"), is a company incorporated in 1928. The Company is engaged principally in the following businesses: 1. Consumer Products; and 2. Aviation-Fixed Wing and Helicopter Services. The Company's common shares are listed on the Nasdaq Capital Market. The Company's common shares are quoted under the symbol RONC. (b) Financial Information about Segments. Refer to Note 11 of the Notes to Consolidated Financial Statements below. (c) Narrative Description of Business. (1) Consumer Products ----------------- The Company's consumer packaged products, which are manufactured in Woodbridge, New Jersey, and distributed in the United States by the Company's wholly owned subsidiary, Ronson Consumer Products Corporation ("RCPC"), include Ronsonol lighter fluid, Multi-Fill butane fuel injectors, flints, wicks for lighters, a multi-use penetrant spray lubricant product under the tradename "Multi-Lube", and a spot remover under the product tradename "Kleenol". In addition, the Company's consumer packaged products are marketed in Canada through Ronson Corporation of Canada Ltd. ("Ronson-Canada"), a wholly owned subsidiary of the Company. RCPC and Ronson-Canada together comprise Ronson Consumer Products. The Company also distributes its consumer products in Mexico. The consumer products segment has a greater than 10% customer, a distributor, supplying Ronson's products to numerous retailers. Management does not believe that this segment is substantially dependent on this distributor because of the presence of many other distributors which provide retailers with Ronson's consumer products. Sales to this distributor in 2006 accounted for 13% of Consolidated Net Sales of the Company (less than 10% in 2007). Sales to this distributor in 2007 and 2006, accounted for 18% and 24%, respectively, of Net Sales of the consumer products segment. Consumer products are distributed through distributors, food brokers, automotive and hardware representatives and mass merchandisers, drug chains and convenience stores in the United States and Canada. Ronson Consumer Products is a principal supplier of packaged flints and lighter fuels in the United States, Canada and Mexico. These subsidiaries' consumer products face substantial competition from other nationally distributed products and from numerous local and private label packaged products. Since Ronson Consumer Products produces packaged products in accordance with its sales forecasts, which are frequently reviewed and revised, inventory accumulation has not been a significant factor, and this segment does not have a significant order backlog. The sources and availability of raw materials for this segment's packaged products are not significant factors; however, increased costs in 2007, 2006, and 2005 associated with the rising prices of oil used in certain Ronson consumer products are a factor. Ronson Consumer Products also distributes six lighter and torch products - the "COMET" refillable butane lighter; the Ronson "WINDLITE" Ronsonol fuel windproof lighter; three Ronson "Multi-Purpose Lighters" (MPL), used for lighting fireplaces, 4 barbecues, camping stoves and candles; the "JetLite", a blue flame torch lighter, excellent in the wind as when sailing or golfing; the "Tech Torch" Auto Start, used for precision craft and hobby work, and soldering; and the "AERO TORCH", geared for soldering, plumbing and outdoor use requiring a larger flame. The lighter products are marketed in the United States, Canada and Mexico. The lighter and torch products distributed by Ronson Consumer Products were each developed by the Company's research and development department. The products were sourced in Peoples Republic of China and Taiwan and are manufactured to the Company's engineering and quality specifications, with quality control inspection both at the manufacturer and at the Company's facilities in Woodbridge, New Jersey. Each of the Company's lighter and torch products is refillable using the Company's Ronsonol lighter fluid or Multi-Fill butane fuel injectors. The Company believes that several of these products are unique in the marketplace. The Company's lighter and torch products, however, face strong competition from several nationally distributed brands and unbranded imports. The Company recently introduced two new products, both of which are refillable using the Company's Multi-Fill butane fuel injectors. The Stardust butane candle set provides the charm of candlelight with the elegance of fine table decorations. The new Torchef butane cooking torch is specifically designed by the Company for cooking specialties in the home or professional kitchens, as well as other uses around the home. Management believes that the Stardust butane candle set is a unique product, but it faces substantial competition from wax candles. The Torchef faces substantial competition from a number of other kitchen torches, but management believes that it is also unique in the marketplace due to its design. Each of the Company's lighter and torch products are currently manufactured by one or two manufacturers in Peoples Republic of China and Taiwan. Since there are a number of sources of similar lighter products, management believes that other suppliers could provide lighters on comparable terms. A change of suppliers, however, could cause a delay in delivery of the Company's lighter, candle and torch products and, possibly, a short-term loss in sales which could have a short-term adverse effect on operating results. (2) Aviation - Fixed Wing and Helicopter Services --------------------------------------------- Ronson Aviation, Inc. ("Ronson Aviation"), a wholly owned subsidiary of the Company, headquartered at Trenton-Mercer Airport, Trenton, New Jersey, provides a wide range of general aviation services to the general public and to government agencies. Services include aircraft fueling, cargo handling, avionics, new and used aircraft sales, aircraft repairs, aircraft storage and office rental. This subsidiary's facility is located on 18 acres, exclusive of four acres on which Ronson Aviation has a first right of refusal. The facilities include a 52,000 square foot hangar/office complex, a new 19,200 sq. ft. storage hangar, two aircraft storage units ("T" hangars) and a 58,500 gallon fuel storage complex (refer to Item 2-Description of Properties, (4) Trenton, New Jersey). The new aircraft hangar was completed and approved for occupancy in November 2007. Ronson Aviation is an FAA approved repair station for major and minor airframe and engine service and an avionics repair station for service and installations. Ronson Aviation is an authorized Hawker Beechcraft Aircraft and Parts Sales and Service Center and a Cessna Aircraft service station. Ronson Aviation became a Cirrus Aircraft service station in 2006. Ronson Aviation is subject to extensive competition in its activities, but Ronson Aviation is the only provider of aviation services to the private, corporate and commercial flying public at Trenton-Mercer Airport in Trenton, New Jersey. 5 ENVIRONMENTAL MATTERS --------------------- In the conduct of certain of its manufacturing operations, the Company is required to comply with various environmental statutes and regulations concerning the generation, storage and disposal of hazardous materials. Additionally, under New Jersey's "ISRA" law, operators of particular facilities classified as industrial establishments are required to ensure that their facility complies with environmental laws, including implementation of remedial action, if necessary, before selling or closing a facility. In December 1989 the Company adopted a plan to discontinue the operations in 1990 of one of its facilities, Prometcor, Inc. ("Prometcor") located in Newark, New Jersey, and to comply with all applicable laws. In October 1994 Prometcor entered into a Memorandum of Agreement with the New Jersey Department of Environmental Protection ("NJDEP") as to its environmental compliance activities at its Newark facility. As the result of sampling and the evaluation of the results by the Company's environmental consultants and the NJDEP in 1996 and 1997, areas of contamination in the groundwater below a section of the property were identified. The sampling and delineation were undertaken and may resume in the future in this area of the property. No plan related to the groundwater issue has yet been approved by the NJDEP. Long-term monitoring of groundwater may be required. The extent of the remaining costs associated with groundwater is not determinable until testing and remediation have been completed and accepted by the NJDEP. In October 2000 Ronson Aviation completed installation and initial testing of monitoring wells in the area where Ronson Aviation had removed and abandoned in place its former fuel tanks. Ronson Aviation's environmental advisors believe that the preliminary results of the testing indicate that no further testing should be required. The final extent of costs cannot be determined until the results of testing have been completed and accepted by the NJDEP. Therefore, the amount of additional costs, if any, cannot be fully determined at this time, but management believes that the effect will not be material. The Company believes that compliance with environmental laws and regulations will not have a material adverse effect upon the Company's future capital expenditures or competitive position. PATENTS AND TRADEMARKS ---------------------- The Company maintains numerous patents and trademarks for varying periods in the United States, Canada, Mexico and a limited number of other countries. While both industry segments may benefit from the Company's name as a registered trademark, the patents and trademarks which are held principally benefit the consumer products segment of the Company's business. The "Ronson" brand is of major value to the Company; however, its book value, as reported in the Company's Consolidated Balance Sheets, is nominal, at less than $100. SEASONALITY AND METHODS OF COMPETITION -------------------------------------- No material portion of the Company's business is seasonal. The Company uses various methods of competition as appropriate in both of its industry segments, such as price, service and product performance. 6 RESEARCH ACTIVITIES ------------------- The Company's consumer products segment expensed approximately $371,000, $376,000, and $348,000, during the fiscal years ended December 31, 2007, 2006 and 2005, respectively, on research activities relating to the development of new products and the improvement of existing products, all of which were Company sponsored. NUMBER OF EMPLOYEES ------------------- As of December 31, 2007, the Company and its subsidiaries employed a total of 90 persons. CUSTOMER DEPENDENCE ------------------- See above under "Consumer Products". SALES AND REVENUES ------------------ The following table sets forth the percentage of total sales contributed by each of the Company's classes of similar products which contributed to total sales during the last three fiscal years. Consumer Aviation Operations Products and Services -------- ------------------- 2007 53% 47% 2006 58% 42% 2005 59% 41% (d) Financial Information About Geographic Areas. Refer to Note 11 of the Notes to Consolidated Financial Statements. Item 1A - RISK FACTORS ------------ Political and Economic Risks The Company's operations are exposed to the risk of political and economic uncertainties. Changes in political and economic conditions may affect product cost, availability, distribution, pricing, purchasing, and consumption patterns. While the Company seeks to manage its business in consideration of these risks, there can be no assurance that the Company will be successful in doing so. Operating Results and Net Earnings May Not Meet Expectations The Company cannot be sure that its operating results and net earnings will meet its expectations. If the Company's assumptions and estimates are incorrect or do not come to fruition, or if the Company does not achieve all of its key goals, then the Company's actual performance could vary materially from its expectations. The Company's operating results and net earnings may be influenced by a number of factors, including the following: * the rising prices of oil, an ingredient in Ronson fuels: * the introduction of new products and line extensions by the Company or its competitors; * the Company's ability to control its internal costs and the cost of raw materials; * the effectiveness and amount of the Company's advertising, marketing and promotional programs; 7 * the changes in product pricing policies by the Company or its competitors; * the ability of the Company to achieve business plans, including volume and pricing plans, as a result of high levels of competitive activity; * the ability to maintain key customer relationships; * the ability of major customers and other creditors to meet their obligations as they come due; * the ability to successfully manage regulatory, tax and legal matters, including resolution of pending matters within current estimates; * the ability of the Company to attract and retain qualified personnel; * the ability of the Company to obtain and retain sufficient sources of financing to have adequate working capital. Regulatory Risks The Company is subject to numerous environmental laws and regulations that impose various environmental controls on its business operations, including among other things, the discharge of pollutants into the air and water, the handling, use, treatment, storage and clean-up of solid and hazardous wastes, and the investigation and remediation of soil and groundwater affected by hazardous substances. Such laws and regulations may otherwise relate to various health and safety matters that impose burdens upon the Company's operations. These laws and regulations govern actions that may have adverse environmental effects and also require compliance with certain practices when handling and disposing of hazardous wastes. These laws and regulations also impose strict and joint and several liability for the costs of, and damages resulting from, cleaning up current sites, past spills, disposal and other releases of hazardous substances. The Company believes that its expenditures related to environmental matters are not currently expected to have a material adverse effect on its financial condition, results of operations and cash flows. However, the environmental laws under which the Company operates are complicated and often increasingly more stringent, and may be applied retroactively. Accordingly, there can be no assurance that the Company will not be required to make additional expenditures to remain in or to achieve compliance with environmental laws in the future or that any such additional expenditures will not have a material adverse effect on the Company's financial condition, results of operations and cash flows. Certain of the Company's products have chemical compositions that are controlled by various state, federal and international laws and regulations. The Company complies with these laws and regulations and seeks to anticipate developments that could impact the Company's products. These laws and regulations could have a material adverse effect on the Company's financial condition, results of operations and cash flows. Interest Rates The Company is exposed to changes in prevailing market interest rates affecting its interest costs and the return on its investments. All of the Company's Short-term Debt carries a variable rate of interest. The Company's outstanding Long-term Debt as of December 31, 2007, consisted of indebtedness with a fixed rate of interest which is not subject to change based upon changes in prevailing market interest rates and indebtedness with a variable rate of interest. 8 Foreign Currency Exchange Rates The Company is also exposed to changes in foreign currency exchange rates due to its investment in its Canadian subsidiary, Ronson-Canada and because approximately 8% of its Consolidated Net Sales were in Canada. Prices of Fuels The Company, due to the nature of its operations, is also exposed to changes in the prices of fuels, because of the fuels included in its consumer products and because of its aircraft fuel sales. The price of the fuels fluctuates more or less in conjunction with oil prices. Cost of fuels also impacts the cost of various other components used in the Company's products. Increases in the price of fuels, to the extent the Company is not able to increase the prices of its products to its customers, could have an adverse impact on the Company's results of operations. Volatility in the Insurance Market The Company evaluates its insurance coverage annually. Such coverage may be much more expensive, less protective or even unavailable which could have a material adverse effect on the Company's financial condition, results of operations and cash flows. In such a case, the Company may decide to self-insure more, thereby undertaking additional risks. Ronson Consumer Products: Component Supply Risk Ronson Consumer Products depends upon its vendors for the supply of the primary components for its flame accessory and chemical products. Certain of these components are subject to significant price volatility beyond the control or influence of the Company, primarily related to oil prices. In that regard, petroleum products have had significant price volatility in the past and may in the future. Rising oil prices can also impact the Company's cost of transporting its products. The Company has historically been successful in managing its component costs and product pricing to maintain historical gross margins. Additionally, the Company has generally found alternative sources of constituent chemicals for its products readily available. As component and raw material costs are the main contribution to cost of goods sold for all of the Company's products, any significant fluctuation in the costs of components could also have a material impact on the gross margins realized on the Company's products. Increases in the prices for the components could have a material adverse effect on the Company's business, operating results, financial position and cash flows. Reliance on Supply Chain Several of Ronson Consumer Products' lighter and torch products is manufactured by a single vendor. Since there are a number of sources of similar lighter products, the Company believes that other suppliers could provide lighters and torches on comparable terms. The loss of any of these suppliers or manufacturers could, however, temporarily disrupt or interrupt the production of the Company's products. Competition The market for the Company's products is highly competitive and is expected to continue to be competitive in the future. The Company's products compete both within their own product classes as well as within product distribution channels, competing with many other products for store placement and shelf space. The Company is aware of many competing products, some of which sell for lower prices; however, the Company relies on the awareness of its brands among consumers, the value offered by those 9 brands as perceived by consumers, and competitive pricing as its primary competitive strategies. These considerations as well as increased competition generally could result in price reductions, reduced gross margins, and a loss of market share, any of which could have a material adverse effect on the Company's business, operating results, financial position and cash flows. In addition, many of the Company's competitors have significantly greater financial, technical, product development, marketing and other resources. There can be no assurance that the Company will be able to compete successfully against current and future competitors. Competitive pressures faced by the Company could have a material adverse effect on its business, operating results, financial position and cash flows. Business Risks With the trend toward consolidation in the retail marketplace, the Company's customer base is shifting toward fewer, but larger, customers who purchase in larger volumes. The loss of, or reduction in, orders from any of the Company's most significant customers could have a material adverse effect on the Company's business and its financial results. Large customers also seek price reductions and promotional concessions. In this regard, the Company has expanded its customer promotions and allowances which has negatively impacted, and will likely continue to impact, the Company's maintenance of existing profit margins. In addition, the Company is subject to changes in customer purchasing patterns. These types of changes may result from changes in the manner in which customers purchase and manage inventory levels, or display and promote products within their stores. Other potential factors such as customer disputes regarding shipments, fees, merchandise condition or related matters may also impact operating results. The manufacture, packaging, storage, distribution and labeling of the Company's products and the Company's business operations all must comply with extensive federal and state laws and regulations. It is possible that the government will increase regulation of the transportation, storage or use of certain chemicals, to enhance homeland security or protect the environment and that such regulation could negatively impact raw material supply or costs. Some of the Company's consumer products are associated in part with tobacco. These products are also utilized for other purposes such as replacing the match. The Company's research and development department is continuing to develop products utilizing the Company's fuels with products not associated with tobacco. The potential further decline in smoking, however, may have a negative impact on the Company. Protection of Intellectual Property The Company relies on trademark, trade secret, patent and copyright laws to protect its most important asset, the Ronson brand name, and its other intellectual property. The Company cannot be certain that the intellectual property rights will be successfully asserted in the future or that they will not be invalidated or circumvented. Ronson Aviation: Supply Risk Ronson Aviation depends upon its vendors for the supply of its principal products. Aircraft fuels are subject to significant price volatility. Ronson Aviation has historically been successful in the pricing of its fuel to maintain its gross margins. Increases in the price of the aircraft fuels could have an adverse effect on 10 the demand for Ronson Aviation products and aviation services, and on its operating results, financial position and cash flows. Business Risk Ronson Aviation depends upon demand for general aviation services, including corporate air travel. Increased security requirements and concerns may have an effect, positive or adverse, on Ronson Aviation's future operating results, financial position and cash flows. Increased congestion and delays at airports in the NY/NJ metro area may also have an effect, either positive or negative on Ronson Aviation's operating results. Item 2 - DESCRIPTION OF PROPERTIES ------------------------- The following list sets forth the location and certain other information concerning the Company's manufacturing and office facilities. The Company's facilities are in relatively modern buildings which were designed for their present purpose. The Company believes its manufacturing and other facilities to be suitable for the operations conducted. In the list below, "medium" facilities are those which have between 19,000 and 100,000 square feet; and "small" facilities are those which have less than 19,000 square feet. The facilities in Woodbridge and South Brunswick, New Jersey, and Canada comprise the consumer products segment. The Trenton, New Jersey, facilities are used by the aviation services segment. (1) Woodbridge, New Jersey Facilities included in (a) and (b) below are owned subject to a mortgage in favor of Capital One, N.A. ("Capital One"). (a) One medium facility for manufacturing consumer products. This facility is owned and is constructed of brick, steel and cinder block. (b) One small facility for storage. This facility is owned and is constructed of metal, cinder block and cement. (2) South Brunswick, New Jersey One small facility for shipping and storage of finished goods which is subject to a lease expiring in March 2013, with two additional three-year options. (3) Somerset, New Jersey One small facility for executive and consumer products offices. This facility is subject to a lease which now expires in June 2010. The facility is constructed of metal, cinder block and cement. (4) Trenton, New Jersey (a) Two medium facilities for fixed wing and helicopter services, sales and office space leased to others. These buildings are owned and constructed of steel and concrete. The land on which these buildings are located is leased under a leasehold with five five-year terms automatically renewed, with the last five-year term expiring in November 2032. The lease was extended in 2007 by Ronson Aviation for five additional five-year terms through November 2032, because Ronson Aviation invested more than $1,500,000 in capital improvements. (b) One medium facility - "T" hangars. These structures are owned and are constructed of aluminum and concrete. The land upon which these structures are located is leased under a leasehold on the same terms as in 4 (a) above. 11 (5) Mississauga, Ontario, Canada One small facility for sales and marketing, distribution center and storage. This facility is subject to a lease which expires in March 2011. This facility is constructed of brick and cinder block. 12 Item 3 - LEGAL PROCEEDINGS ----------------- The Company is involved in various product liability claims. The claimants have claimed unspecified damages. The ultimate liability cannot now be determined because of the considerable uncertainties that exist. Therefore, it is possible that results of operations or liquidity in a particular period could be materially affected by these matters. However, based on facts currently available, management believes that damages awarded, if any, would be well within existing insurance coverage. Steel Partners II, L.P., et al v. Louis V. Aronson II, Robert A. Aronson, ------------------------------------------------------------------------- Erwin M. Ganz, I. Leo Motiuk, Gerard J. Quinnan, Justin P. Walder, Saul H. -------------------------------------------------------------------------- Weisman, Carl W. Dinger III and Ronson Corporation -------------------------------------------------- On March 25, 2003, a derivative lawsuit was filed against the directors of the Company 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 the Company as well as equitable relief to invalidate the Company's preferred shares rights agreement and certain consulting agreements, to enjoin performance of agreements with certain directors and to require the Company's President and Chief Executive Officer to divest those shares acquired, and not to acquire additional shares while the preferred shares rights agreement has been or remains in place. A special litigation 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 interest 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. On June 19, 2006, the court granted the motion of the Company's directors, ruling that the special litigation committee was independent, that by virtue of the special litigation committee defense all claims to the extent based upon the preferred shares rights agreement were dismissed, and that the application to dismiss the remaining claims was denied. On July 21, 2006, the court denied plaintiffs' motion to file an amended and supplemental complaint. 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, the Company's preferred shares rights plan, tortious interference with prospective business advantage and negligently caused economic loss, 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, the Company, and divestiture by defendants of shares of Common Stock acquired subsequent to the initial filing on Schedule 13D by Steel Partners II, L.P. A motion to dismiss by Steel Partners, Warren Lichtenstein and Jack Howard dated November 21, 2006 has been granted by the court as to the allegations of prima facie tort and denied as to all other counts, and motions to dismiss by Howard Lorber dated October 6, 2006 and by Ronald Hayes, dated November 8, 2006, respectively, have been granted as to the allegations of unfair competition and prima facie tort and in all other respects denied. Although discovery, except for expert discovery, had been completed and the matter had a trial date for September, 2007, the parties intensified settlement discussions that had begun many months earlier, and, on October 12, 2007, finalized a settlement - subject to Court approval - which in form and substance was acceptable to Ronson and the individual defendants. In accordance with the Notice to Shareholders required by the court, the settlement terms, as indicated in the Joint Press Release issued on October 16, 2007, 13 can be reviewed in detail on Ronson's website, www.ronsoncorp.com, and on the ------------------ SEC website, www.sec.gov. The settlement is subject to approval of the Superior Court of New Jersey, and by the Order dated October 12, 2007, the court has provided for the filing and service of objections, if any, to the settlement, and for a final settlement hearing on December 4, 2007. A Final judgement approving the settlement and dismissing all proceedings with prejudice and without costs was entered by the Court on December 4, 2007. Steel Partners II, L.P. v. Louis V. Aronson II, Robert A. Aronson, ------------------------------------------------------------------ Barbara L. Collins, Carl W. Dinger III, Paul H. Einhorn, Erwin M. Ganz, ----------------------------------------------------------------------- Daryl K. Holcomb, I. Leo Motiuk, Gerard J. Quinnan, Justin P. Walder and ------------------------------------------------------------------------ Saul H. Weisman (DMC-MF) ------------------------ On or about April 14, 2005, Steel Partners II L.P. commenced an action, on its own behalf as a shareholder of the Company, in the United States District Court for the District of New Jersey, against the current directors of the Company (other than Edward E. David, Jr.), as well as Daryl K. Holcomb, the Company's chief financial officer, and Carl W. Dinger, a shareholder of the Company. The action alleges, among other things, that defendants should be treated collectively as an "Acquiring Person" under the Company's preferred shares rights agreement, and that their acquisition and ownership of more than 12% of the outstanding stock of the Company has triggered the provisions of the preferred shares rights agreement with respect to the offering of rights to shareholders, including plaintiff (notwithstanding that in its derivative action in the Superior Court of New Jersey, Steel Partners has challenged the legality and enforceability of the Company's preferred shares rights agreement). The action alleges further that the defendants as a group have become an "interested shareholder" under the New Jersey Shareholder Protection Act, and that the defendants have violated reporting requirements under Section 13(d) of the Securities Exchange Act of 1934 and Rule 13-d promulgated by the Securities Exchange Commission by failing to disclose an alleged agreement to coordinate their purchases of the Company's stock for the purposes of placing voting control in the hands of Louis V. Aronson II and for other undisclosed purposes. On April 13, 2006, the court denied the motion to dismiss filed by the Company's directors and its chief financial officer in July 2005. The motion filed by the Company's directors and chief financial officer seeking certification of the order by the court, so that a petition seeking permission to appeal to the U.S. Court of Appeals for the Third Circuit may be filed, was denied on December 22, 2006. In connection with the settlement of the State Court action referred to above (ESX-101-03), it is a term and condition of that settlement that this Federal Court action will be dismissed by the plaintiff against all defendants with prejudice and without costs. As indicated above, the State court is holding a settlement hearing on December 4, 2007, at which time it will determine whether or not to approve the settlement of the State Court action. While this action has been administratively dismissed, in the event the State Court action settlement is approved, a formal Stipulation of Dismissal of the Federal Court action will be filed. As a result of, and in connection with, the settlement of the State Court action, referred to above, the plaintiff and defendants stipulated to the dismissal of the Federal action with prejudice and without costs. The Court's Order of Dismissal was entered on December 7, 2007. 14 Item 4 - SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS --------------------------------------------------- (a) At the Company's Annual Stockholders' Meeting (the "Meeting") on December 6, 2007, the matters set forth in the Company's 2007 Notice of Meeting and Proxy Statement, which is incorporated herein by reference, were submitted to the Company's stockholders. (b) The Election of Directors by 94.8% or more of the votes cast at the meeting is summarized as follows: Messrs. Erwin M. Ganz and Justin P. Walder were reelected for three-year terms as Class II directors, expiring at the 2010 Annual Meeting; and The terms of office of each of the following directors continued after the Meeting; Louis V. Aronson II, Barbara L. Collins, Edward E. David Jr., I. Leo Motiuk, and Gerard J. Quinnan. (c) The appointment of Demetrius & Company, L.L.C., independent auditors, to audit the consolidated financial statements of the Company for the year 2007 was ratified by 98.1% of the votes cast at the Meeting. The number of affirmative votes, negative votes and abstentions on each matter is set forth below: 1. ELECTION OF DIRECTORS Class II (term expires at 2010 Annual Meeting of Stockholders): FOR % WITHHELD % --------- ---- -------- --- Erwin M. Ganz 3,995,958 94.8 220,292 5.2 Justin P. Walder 3,997,534 94.8 218,716 5.2 2. To ratify the appointment of DEMETRIUS & COMPANY, L.L.C., as independent auditors for the year 2007. FOR % AGAINST % ABSTAIN % --------- ---- ------- --- ------- --- 4,134,088 98.1 34,450 0.8 47,712 1.1 15 PART II ------- Item 5 - MARKET FOR COMPANY'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ------------------------------------------------------------------- ISSUER PURCHASES OF EQUITY SECURITIES ------------------------------------- (a) The principal market for trading in Ronson common stock is the Nasdaq Capital Market. Market data for the last two fiscal years are listed below for information and analysis. The data presented reflect inter-dealer prices, without retail markup, markdown or commission and may not necessarily represent actual transactions. 2007 -------------------------------------------------------------------------------- Quarter 1st 2nd 3rd 4th -------------------------------------------------------------------------------- High Bid 2.05 1.97 2.44 2.00 Low Bid 1.53 1.09 1.19 .95 2006 -------------------------------------------------------------------------------- Quarter 1st 2nd 3rd 4th -------------------------------------------------------------------------------- High Bid 5.58 4.70 2.22 1.92 Low Bid 1.13 1.77 1.27 1.45 (b) At March 21, 2008, there were 2,045 stockholders of record of the Company's common stock. (c) Dividends - 1. Cash dividends declared and paid by the Company in the year ended December 31, 2005 are as follows (none in 2006 and 2007): 2005 ---- First Quarter $.01 Second Quarter .01 Third Quarter .00 Fourth Quarter .00 2. Stock dividends - On February 1, 2008, the Company's Board of Directors declared a 5% stock dividend on the Company's outstanding common stock, in addition to a 5% common stock dividend declared during each of the last six fiscal years, on February 1, 2007, February 23, 2006, February 15, 2005, February 12, 2004, March 18, 2003, and March 12, 2002, respectively. Information regarding the number of shares and per share amounts has been retroactively adjusted for the stock dividends declared on the Company's common stock. (d) See Item 11 below for information as to securities authorized for issuance under equity compensation plans. 16 (e) The following table contains information about purchases of equity securities by the Company and affiliated persons during the fourth quarter of 2007: Issuer Purchases of Equity Securities --------------------------------------------------------------------------------
Maximum Number (or Total Number Approximate of Shares Dollar Value) Purchased as of Shares that Part of May Yet Be Average Publicly Purchased Total Number Price Announced Under the of Shares Paid per Plans or Plans or Period Purchased Share Programs Programs ----------------------------------------------------------------------------------------- October 1 - October 31, 2007 -- $ -- -- -- November 1 - November 30, 2007 336 1.26 -- -- December 1 - December 31, 2007 -- -- -- -- ------------ -------- ------------ -------------- Total 336 $ 1.26 -- -- ============ ======== ============ ==============
17 Item 6 - SELECTED FINANCIAL DATA ----------------------- The information required by this item is filed with this report in Item 15 incorporated herein by reference. Item 7 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS ----------------------------------------------------------------------- OF OPERATIONS ------------- RESULTS OF OPERATIONS --------------------- 2007 Compared to 2006 The Company's Net Sales of $26,246,000 in the year 2007 were lower as compared to $29,244,000 in 2006. The Company's Earnings from Operations were $38,000 in the year 2007 as compared to $1,093,000 in the year 2006. The Company's Earnings (Loss) before Income Taxes were a loss of $(834,000) in the year 2007 as compared to earnings of $289,000 in the year 2006. There were two significant events that negatively affected the Company's Earnings before Income Taxes in 2006 and 2007. Both events are nonrecurring. These were: Event #1 - There was a sizable sale of about $960,000 in 2006 of Ronson fuels to a distributor in China, intended solely for the China domestic market. Contrary to our understanding, the distributor shortly thereafter returned the fuels back into the U.S. domestic market to a third party without authorization. The unauthorized return of Ronson fuels to a third party and their sales into the U.S. market by that third party significantly reduced domestic sales in 2006 and 2007. Event #2 - Results in 2006 and 2007 also reflected the effects of the Company's investment of approximately $3.3 million in a new 19,200 sq. ft. hangar at Ronson Aviation, Inc. ("Ronson Aviation") at Trenton-Mercer Airport. The $3.3 million expenditure met the County's requirement for an additional investment by Ronson Aviation to extend Ronson Aviation's favorable lease with Mercer County for an additional twenty-five years. The new hangar, completed near the end of 2007, tied up sizable cash funds during construction and did not contribute revenue or earnings to the Company until the very end of 2007. The new hangar, now operational, has a positive effect on the Company. Management believes that the perspective for the year ahead improves measurably when the above-mentioned events are combined with the Company's recent settlement in December 2007 of the costly, four year litigation with a shareholder. Ronson Consumer Products ------------------------ (in thousands) Year Ended December 31, 2007 2006 -------- -------- Net Sales $ 13,883 $ 16,870 Earnings before interest, other items, intercompany charges, and taxes 269 1,243 Earnings (loss) before intercompany charges and taxes (254) 946 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 18% in 2007 as compared to 2006 primarily due to decreased sales of the Company's Ronsonol 18 lighter fuel and Multi-fill butane fuel, and to the sale in April 2006 to a distributor in China discussed above. The sales decrease of 18% in 2007 consisted of a sales decrease of about 21% due to lower unit volume of products sold partially offset by an increase of higher average net selling prices of about 3%. The April 2006 sale to the distributor in China was at reduced selling prices. Cost of Sales, as a percentage of Net Sales, at Ronson Consumer Products increased to 62% in 2007 from 61% in 2006. The increase in the Cost of Sales percentage in 2007 was primarily due to increased material costs due to the effects of large increases in the price of oil. The amount of the Cost of Sales at Ronson Consumer Products decreased in 2007 by 16%. The decrease in the amount of Cost of Sales was composed of the following, in percent: Decreased unit volume of products sold (18)% Increased unit costs of products sold * 4% Decreased manufacturing costs (2)% ---- Total decrease in amount of Cost of Sales (16)% ==== * The increase in unit costs of products sold was due primarily to increases in oil prices. Selling, Shipping and Advertising Expenses, as a percentage of Net Sales, at Ronson Consumer Products increased to 26% in 2007 from 22% in 2006 primarily due to decreased Net Sales. General and Administrative Expenses, as a percentage of Net Sales, were unchanged at 7% in 2007 and 2006. Interest Expense at Ronson Consumer Products increased to $406,000 in 2007 from $290,000 in 2006 primarily due to increased average Long-term Debt, and, to a lesser extent, increased average Short-term Debt. Ronson Aviation --------------- (in thousands) Year Ended December 31, 2007 2006 ------- ------- Net Sales $12,363 $12,374 Earnings before interest, other items, intercompany charges, and taxes 1,612 1,660 Earnings before intercompany charges and taxes 1,539 1,606 Net Sales at Ronson Aviation, Trenton, New Jersey, were unchanged in 2007 as compared to 2006 primarily because reduced sales of new aircraft was substantially offset by higher sales of fuel and other aviation services in 2007 from 2006. Ronson Aviation's Cost of Sales, as a percentage of Net Sales, was unchanged at 77% in 2007 and 2006. Ronson Aviation's Cost of Sales in 2008 will include the costs related to the new hangar, including depreciation. Ronson Aviation's Selling, Shipping and Advertising Expenses and General and Administrative Expenses, as a percentage of Net Sales, increased to 9% in 2007 as compared with 8% in 2006 primarily due to increased personnel costs. Interest Expense at Ronson Aviation increased to $44,000 in 2007 from $24,000 in 2006. In 2006 and through November 2007, Ronson Aviation capitalized much of its interest costs as part of the cost of construction of its new hangar. The interest expenses at Ronson Aviation will increase in 2008 because the interest costs will continue, but will no longer be capitalized. 19 Other Items ----------- The General and Administrative Expenses of Corporate and Others increased to $1,815,000 in 2007 as compared to $1,719,000 in 2006 primarily because the benefits costs in 2006 were reduced by $99,000, the value of the President's vacation time previously earned, but not used, that he waived in 2006. Effective for the year ended December 31, 2007, the Company is required (as are other public companies of similar size) to comply with the provisions of Section 404 of the Sarbanes-Oxley Act related to the Company's internal control over financial reporting. (Refer to Item 9A(T) below.) The costs in the initial-year of compliance are expected to be significantly higher than those in future years. In the fourth quarter of 2007, the Company incurred $72,000 in initial-year compliance costs, which is included in General and Administrative Expenses in the Consolidated Statements of Operations. In the segment data presented in Note 11 of the Notes to Consolidated Financial Statements, $29,000 is included in each of Ronson Consumer Products and Ronson Aviation and $14,000 is included in Corporate and Others. The Company expects that the balance of the initial-year SOX 404 compliance costs will be incurred in the first quarter of 2008 and total about $50,000. The net Other Charges of $28,000, $91,000, and $95,000, in 2007, 2006, and 2005, respectively, were the legal fees incurred as a result of the two lawsuits filed by the same stockholder. The net shareholder litigation expenses were included in General and Administrative Expenses in the Consolidated Statements of Operations. These litigation expenses were net of the associated insurance reimbursements. This litigation was settled in December 2007 and the costs will not continue. Other-Net included pension expenses related to the Company's frozen defined benefit plans of $220,000, $315,000, and $308,000, in the years ended December 31, 2007, 2006 and 2005, respectively. Other-Net included $90,000 in fees charged by Bank of America in the first half of 2006 (none in 2007) due to terms of a loan amendment dated January 11, 2006 (which extended the loan agreements to January 31, 2007). Under the terms of the extension, fees were due to Bank of America, beginning on February 28, 2006, at the end of each month in which the Bank of America loans had not been repaid. The Bank of America loans were repaid on July 31, 2006. Other-Net also included the amortization of $149,000 and $40,000 in 2007 and 2006, respectively, in deferred costs incurred to complete the new CIT/Commercial Services, Inc. ("CIT") and Capital One, N.A. ("Capital One"), formerly known as North Fork Bank, financing. The costs are being amortized over the terms of the loans. 2006 Compared to 2005 The Company's Net Sales increased 10% in 2006 to $29,244,000 as compared to $26,563,000 in 2005. The Company's Earnings from Operations improved to $1,093,000 in 2006 from $888,000 in 2005. The Company's Earnings before Income Taxes increased by $791,000 to $289,000 in 2006 from a Loss before Income Taxes of $502,000 in 2005. The Loss before Income Taxes in 2005 included a nonrecurring loss related to the Company's sale of Ronson Aviation's charter aircraft and charter business. The Company's Income Tax Expenses in 2006 included a $75,000 cost due to the adjustment of the valuation allowance for deferred tax assets related to a tax planning strategy. Ronson Consumer Products ------------------------ (in thousands) Year Ended December 31, 2006 2005 ------- ------- Net Sales $16,870 $15,664 Earnings before interest, other items, intercompany charges, and taxes 1,243 1,347 Earnings before intercompany charges and taxes 946 1,126 20 Net Sales of consumer products at Ronson Consumer Products increased by 8% in 2006 as compared to 2005 primarily due to increased sales of the Company's JetLite lighter, and to a sale in April 2006 to a customer in China. The increase of 8% in 2006 consisted of an increase of about 15% due to higher volume of products sold partially offset by a reduction of about 7% due to lower average net selling prices, due primarily to reduced selling prices on the April 2006 sale to the customer in China. Cost of Sales, as a percentage of Net Sales, at Ronson Consumer Products increased to 61% in 2006 from 58% in 2005. The increase in the Cost of Sales percentage in 2006 was primarily due to a higher Cost of Sales percentage on the second quarter 2006 sale to the customer in China, and to increased material costs due to the large increases in the price of oil. The amount of the Cost of Sales at Ronson Consumer Products increased in 2006 by 13%. The increase in the amount of Cost of Sales was composed of the following: Increased volume of products sold 11% Decreased manufacturing costs (1)% Increased unit costs of products sold 3% --- Total increase in amount of Cost of Sales 13% === The increase in unit costs of products sold was due primarily to increases in oil prices. Selling, Shipping and Advertising Expenses, as a percentage of Net Sales, at Ronson Consumer Products decreased to 22% in 2006 from 23% in 2005 primarily due to increased Net Sales. Interest Expense at Ronson Consumer Products increased to $290,000 in 2006 from $195,000 in 2005 primarily due to increased Short-term Debt and Long-term Debt. Ronson Aviation --------------- (in thousands) Year Ended December 31, 2006 2005 -------- -------- Net Sales $ 12,374 $ 10,899 Earnings before interest, other items, intercompany charges, and taxes 1,660 1,435 Earnings before intercompany charges and taxes 1,606 1,381 Nonrecurring loss-sale of charter aircraft and business -- (591) Net Sales at Ronson Aviation increased by 14% in 2006 from 2005 primarily because Ronson Aviation had sales of new aircraft of $1,796,000 in 2006 and none in 2005. Ronson Aviation's Cost of Sales, as a percentage of Net Sales, increased to 77% in 2006 from 76% in 2005 primarily because of the change in the mix of products sold due to the aircraft sales in 2006. Ronson Aviation's Selling, Shipping and Advertising Expenses and General and Administrative Expenses, as a percentage of Net Sales, were reduced to 7% in 2006 from 8% in 2005 primarily because a decrease due to the increased sales in 2006 was partially offset by the effect of increased personnel costs. 21 Interest Expense at Ronson Aviation decreased to $24,000 in 2006 from $50,000 in 2005 primarily due to reduced average Long-term Debt in 2006 because of the 2005 sale of Ronson Aviation's charter aircraft and related charter business discussed below. The Nonrecurring Loss of $591,000 in 2005 was due to the sale of Ronson Aviation's charter aircraft, the Citation II, and the related charter business. In the second quarter of 2005, the Company reached an agreement for the sale of the charter aircraft and related business for $1.6 million in cash. The closing on the sale was completed on September 30, 2005. The Nonrecurring Loss consisted of: 1) $97,000 due to the excess of the book value of the aircraft over the proceeds; and 2) approximately $494,000 in costs preparing the aircraft for sale and costs related to the sale. The Company repaid two term loans associated with the aircraft totaling about $460,000. In the year ended December 31, 2005, the Ronson Aviation charter business had revenues of $358,000 and operating losses of $100,000. Other Items ----------- The General and Administrative Expenses of Corporate and Others decreased to $1,719,000 in 2006 as compared to $1,799,000 in 2005 primarily due to reductions of certain benefits costs in 2006. Other-Net included pension expenses related to the Company's frozen defined benefit plans of $315,000, $308,000, and $375,000, in the years ended December 31, 2006, 2005 and 2004, respectively. Other-Net included $90,000 in fees charged by Bank of America in the first half of 2006 (none in 2005) due to terms of a loan amendment dated January 11, 2006 (which extended the loan agreements to January 31, 2007). Under the terms of the extension, fees were due to Bank of America, beginning on February 28, 2006, at the end of each month in which the Bank of America loans had not been repaid. The Bank of America loans were repaid on July 31, 2006. Other-Net also included the amortization of $40,000 in 2006 in deferred costs incurred to complete the CIT and Capital One financing. The balance of the costs, originally totaling about $290,000, is being amortized over the terms of the loans. The net Other Charges of $91,000, $95,000, and $145,000 in 2006, 2005 and 2004, respectively, were the legal fees incurred as a result of the derivative action and a second lawsuit filed by the same stockholder. The net shareholder litigation expenses were included in General and Administrative Expenses in the Consolidated Statements of Operations. These litigation expenses were net of the associated insurance reimbursements. Income Taxes ------------ In accordance with Statement of Financial Accounting Standards ("SFAS") #109, "Accounting for Income Taxes", in 2007, 2006, and 2005, the Company recognized deferred income tax expense (benefits) of $(244,000), $130,000 and ($235,000), respectively, primarily due to the Earnings (Losses) before Taxes. 22 Current income taxes in the years ended December 31, 2007, 2006, and 2005, were presented net of credits of $17,000, $17,000, and $16,000, respectively, arising from the utilization of available tax losses and loss carryforwards in accordance with SFAS #109. In 2007, 2006 and 2005, current income tax expenses (benefits) were as follows (in thousands): Year Ended December 31, 2007 2006 2005 ---- ---- ---- Federal $ (1) $ -- $ -- State 13 20 38 Foreign (5) 72 28 ---- ---- ---- Total $ 7 $ 92 $ 66 ==== ==== ==== At December 31, 2007, the Company had net operating loss carryforwards for federal income tax purposes of approximately $4,757,000 and federal and state alternative minimum tax credit carryforwards of $113,000. (Refer to Note 2 of the Notes to Consolidated Financial Statements.) For purposes of financial reporting, the Company's effective income tax rates were benefits of 28% in 2007 and 34% in 2005, and expense of 77% in 2006. The changes in the effective tax rate in 2007 and 2006 were primarily due to increases in the valuation allowance related to deferred tax assets. In 2006 and 2007, the Company reviewed the likelihood that, using a tax planning strategy, it would be able to utilize net operating loss carryforwards of Prometcor, Inc. for purposes of State of New Jersey income taxes. The determination was made that a portion was not likely to be utilized. Therefore, in 2006 and 2007, the Company increased the valuation reserve related to deferred income tax assets resulting in increased Income Tax Expenses. FINANCIAL CONDITION ------------------- The Company's Stockholders' Equity decreased to $2,987,000 at December 31, 2007, from $3,626,000 at December 31, 2006. The decrease in Stockholders' Equity in 2007 was primarily due to the Net Loss of $597,000 in 2007. The Company had a deficiency in working capital of $2,436,000 at December 31, 2007, as compared to a deficiency of $878,000 at December 31, 2006. The increase of $1,558,000 in the working capital deficiency was primarily due to the expenditures of $457,000 (net of related proceeds from long-term debt) for the new hangar at Ronson Aviation and the Loss before Income Taxes of $834,000. At December 31, 2007, CIT provided the Company with a waiver of covenant violations because the Company did not meet a fixed charge coverage ratio for the three months ended December 31, 2007 and because the Company's total purchases of property, plant and equipment in the year ended December 31, 2007 were $1,111,000, which exceeded the maximum of $1,000,000 permitted in the Financing Agreement. At September 30, 2007, CIT also provided the Company with a waiver of a covenant violation related to the fixed charge coverage ratio. The September 30, 2007 waiver included a change in the terms of the revolving loan providing that the Company's trademarks are included as collateral for the revolving loan and both term loans. The trademarks had previously collateralized one of the Company's term loans with CIT. At December 31, 2007, Capital One provided the Company with a modification of the mortgage loan due to the failure by the Company to meet a debt service coverage ratio for the year ended December 31, 2007. In connection with the modification, the interest rate on the mortgage loan was increased to 8.00%, monthly installments were increased to $17,081, the final installment on November 1, 2016 increased to $1,751,000, and the debt service coverage ratio was modified. If the Company were to be unable to comply with the above covenants or be unable to obtain waivers of compliance, an event of default would occur under the CIT Financing Agreement and/or Capital One mortgage loan. The event of default under one of the agreements would, in turn, be an event of default under the other agreement. If the Company did not comply with the above covenants and not obtain waivers of compliance, the Company's lenders may accelerate payment or amend the terms of the term loans and mortgage loan, and CIT may cease making advances under the revolving loan. 23 Based on the amount of the loans outstanding and the levels of accounts receivable and inventory at December 31, 2007, the Company's subsidiaries had unused borrowings available at December 31, 2007 of about $328,000 under the CIT line of credit described above. Effective May 31, 2007, Ronson Aviation entered into a subordinated loan agreement with EPIC Aviation, LLC ("EPIC"), Ronson Aviation's aircraft fuel supplier, for up to $500,000 in order to complete the construction of a new 19,200 sq. ft. aircraft storage hangar. The loan is secured by the aircraft hangar and guaranteed by the Company. The loan bears interest at the rate of 6.0% per annum, is payable through application of a $.0725 per gallon surcharge on all fuel purchased by Ronson Aviation from EPIC with a final payment due no later than June 5, 2013, and is subordinated to the Company's liabilities to CIT. In the third quarter of 2007, the Company's President and CEO provided a loan to the Company of $30,000. On November 13, 2007, Ronson Aviation entered into a loan agreement with Bank of the West for a short-term loan of $500,000 due on May 1, 2008. The loan bears interest at the rate of the Bank of the West's prime rate plus .75% and is guaranteed by the Company and EPIC. The proceeds were used primarily to reduce the Company's accounts payable and accrued expenses. The Company's Finished Goods Inventories increased at December 31, 2007, from December 31, 2006, primarily due to increased inventories at Ronson Consumer Products related to new products. The Company's Accounts Payable increased in 2007 primarily due to Capital Expenditures at Ronson Aviation and to increases in the import of lighter and torch products for Ronson Consumer Products. The Company's Capital Expenditures were $1,097,000 in 2007 primarily at Ronson Aviation for the construction of its new 19,200 sq. ft. hangar. Ronson Aviation expended a total of approximately $3,285,000 on the new hangar. By mid- November 2007, Ronson Aviation began utilizing the new hangar and receiving limited additional revenues and operating earnings from the new hangar's operations. The Company's required contributions in 2008 to its defined benefit pension plan will be significantly reduced from prior years. The contributions in 2008 will total about $129,000, as compared to the contributions in 2007, 2006 and 2005 of $238,000, $744,000, and $847,000, respectively. Required contributions in 2009 and 2010 are currently projected to be about $87,000 and $101,000, respectively. (Future actual earnings results on the plan's assets and actuarial gains and losses will affect future required contribution amounts.) The reductions in the required contributions in 2007 and future years are due primarily to the large contributions to the plan in recent years, and to improved earnings on the plan's assets, both of which have resulted in the plan reaching the full funding limit in 2006. On February 1, 2008, the Company's Board of Directors declared a 5% stock dividend on the Company's common stock. The 5% stock dividend will be issued on April 15, 2008, to stockholders of record March 28, 2008. Information as to the number of shares and per share amounts has been retroactively adjusted to reflect this stock dividend. The Company is in discussion with other lenders regarding additional future long-term financing. 24 The Company has continued to meet its obligations as they have matured and management believes that the Company will continue to meet its obligations through internally generated funds from future net earnings and depreciation, established external financial arrangements, potential additional sources of financing and existing cash balances. 25 The Company's capital commitments including long-term debt and leases are discussed more fully in Notes 4 and 5 of the Notes to Consolidated Financial Statements. A summary of the maturities of contractual obligations and other commitments is as follows (in thousands):
Payments Due by Period ------------------------------------------------------ Less than 2-3 4-5 After Contractual Obligations Total 1 year years years 5 years -------- --------- --------- ------- -------- Long-term debt $ 3,520 $ 416 $ 790 $ 355 $ 1,959 Capital lease obligations 775 284 434 57 -- Operating leases 1,398 465 576 300 57 Other long-term obligations (1) 1,135 560 575 -- -- -------- --------- --------- ------- -------- Total contractual obligations $ 6,828 $ 1,725 $ 2,375 $ 712 $ 2,016 ======== ========= ========= ======= ======== Pension obligations (2) $ 129 $ 189 $ 237 ========= ========= =======
(1) Other long-term obligations include amounts due under an employment agreement. (2) The payments of pension obligations assume necessary required contributions are made annually and that the plan incurs no actuarial or asset gains or losses. No estimate of contributions after five years can be made at this time because actuarial gains and losses cannot be estimated at this time. The Company will continue to incur interest expenses related to its outstanding short-term and long-term debt. In the years ended December 31, 2007, 2006, and 2005, the Company's interest expenses were $533,000, $476,000, and $473,000, respectively. The interest expenses in 2006 and 2005 included about $18,000 and $71,000, respectively, related to a prior years' New Jersey State income tax matter. Management expects its interest expenses (excluding interest related to capital lease obligations) in the years ending December 31, 2008 through 2012 to be approximately (in thousands): 2008 $ 461 2009-2010 (2 years) 806 2011-2012 (2 years) 698 After 2012 581 The estimated interest payments assume: 1) that the long-term debt and capitalized lease obligations are repaid according to the maturities with the mortgage loan amortization adjusted to conform with the revised terms effective April 1, 2008; 2) the Company's revolving loans will continue through 2012 at the same terms and at the average balances of 2007; 3) interest rates remain at the December 31, 2007 levels; and 4) interest expense related to capitalized lease obligations is excluded because it is included in the table of Contractual Obligations above. Each of these assumptions is subject to potentially significant changes based on future conditions and events. The Company has no off-balance sheet financing arrangements other than the operating leases discussed above, no guarantees of the obligations of others, and no unconsolidated subsidiaries or special purpose entities. 26 CRITICAL ACCOUNTING POLICIES The Company's consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America which require that certain estimates and assumptions be made that affect the amounts and disclosures reported in those financial statements and the related accompanying notes. Actual results could differ from these estimates and assumptions. Management uses its best judgment in valuing these estimates and may, as warranted, solicit external professional advice. Estimates are based on current facts and circumstances, prior experience and other assumptions believed to be reasonable. The following critical accounting policies, some of which are impacted significantly by judgments, assumptions and estimates, affect the Company's consolidated financial statements. Allowance For Doubtful Accounts The preparation of financial statements requires management to make estimates and assumptions relating to the collectibility of accounts receivable. Management specifically analyzes historical bad debts, customer credit worthiness, current economic trends and changes in customer payment terms when evaluating the adequacy of the allowance for doubtful accounts. Accounting For Sales Incentives The Company records sales incentives as a reduction of sales in the statements of operations. Sales incentives include rebates, consideration and allowances given to retailers for space in their stores (slotting fees), consideration and allowances given to obtain favorable display positions in the retailer's stores and other promotional activity. The Company records these promotional incentives in the period during which the related product is shipped to the customer, or when the expense is incurred. Estimated sales incentives are calculated and recorded at the time related sales are made and are based primarily on historical rates and consideration of recent promotional activities. The Company reviews the assumptions and adjusts the allowances quarterly. The financial statements could be materially impacted if the actual promotion costs fluctuate from the standard rate. The allowances are classified as a reduction of accounts receivable. Revenue Recognition Net Sales are recognized by Ronson Consumer Products on the date of shipment of the product to domestic customers and on the date title for the goods has been transferred on shipments to foreign customers, prior to which an arrangement exists, the price is fixed, and it has been determined that collectibility is reasonably assured. Net Sales at Ronson Aviation are recognized on the date of delivery of the product or service to customers. For aircraft, this occurs at the time the title for the aircraft has been transferred and the sales proceeds received. For aircraft fueling, repairs and other aircraft services, delivery occurs only after an arrangement exists, the price is fixed, and collectibility is reasonably assured. Inventory Valuations Inventories are valued at lower of cost or market determined by the average cost method. Management regularly reviews inventory for salability and establishes obsolescence reserves to absorb estimated lower market values. On an annual basis, the Company takes a physical inventory verifying the units on hand and comparing its perpetual records to physical counts. 27 Impairment of Long-Lived Assets The Company periodically evaluates whether events or circumstances have occurred that indicate long-lived assets may not be recoverable or that the remaining useful life may warrant revision. When such events or circumstances are present, the Company assesses the recoverability of long-lived assets by determining whether the carrying value will be recovered through the estimated undiscounted future cash flows resulting from the use of the asset. In the event the sum of the estimated undiscounted future cash flows is less than the carrying value of the asset, an impairment loss equal to the excess of the asset's carrying value over its fair value is recorded. Other Loss Accruals The Company has a number of other potential loss exposures incurred in the ordinary course of business such as environmental claims, product liability claims, and litigation costs. Establishing accruals for these matters required management's estimate and judgment with regard to maximum risk exposure and ultimate liability or realization. As a result, these estimates are often developed with the Company's counsel, or other appropriate advisors, and are based on management's current understanding of the underlying facts and circumstances. Certain loss exposures, such as the Company's potential liability for environmental costs at the former property of Prometcor (now discontinued), can only be estimated as a range of potential costs. Because of uncertainties related to the ultimate outcome of these issues or the possibility of changes in the underlying facts and circumstances, additional charges related to these issues could be required in the future. Pension Plans The valuation of our pension plans requires the use of assumptions and estimates that are used to develop actuarial valuation of expenses, assets and liabilities. These assumptions include discount rates, investment returns, and mortality rates. The actuarial assumptions used in our pension reporting are reviewed annually by management and the Company's independent actuary and compared with external benchmarks to ensure that they accurately account for our future pension obligations. Changes in assumptions and future investment returns could potentially have a material impact on pension expenses and related funding requirements. Accounting for Income Taxes The Company assesses the need for a valuation allowance against deferred tax assets by considering future taxable income and ongoing prudent and feasible tax planning strategies. Should we determine that we would not be able to realize all or part of our deferred tax assets in the future, an adjustment to the valuation allowance against the deferred tax assets would be charged to income in the period such determination was made. 28 Recent Accounting Pronouncements In June 2006, the FASB issued FASB Interpretation No. 48, "Accounting for Uncertainty in Income Taxes - an interpretation of FASB Statement No. 109" ("FIN 48"). FIN 48 requires companies to determine whether it is more likely than not that a tax position will be sustained upon examination by the appropriate taxing authorities before any part of the benefit can be recorded in the financial statements. This interpretation also provides guidance on derecognition, classification, accounting in interim periods, and expanded disclosure requirements. FIN 48 is effective for fiscal years beginning after December 15, 2006. The adoption of FIN 48 did not have a material impact on the Company's financial position, cash flows, and results of operations. In September 2006, the Staff of the SEC issued Staff Accounting Bulletin No. 108, "Considering the Effects of Prior Year Misstatements when Quantifying Misstatements in Current Year Financial Statements" ("SAB 108"). SAB 108 provides guidance on the consideration of the effects of prior year misstatements in quantifying current year misstatements for the purpose of determining whether the current year's financial statements are materially misstated. SAB 108 is effective for fiscal years ending after November 15, 2006. The adoption of SAB 108 did not have a material impact on the Company's financial position, cash flows, and results of operations. In September 2006, the FASB issued SFAS No. 158, "Employers Accounting for Defined Benefit Pension and Other Postretirement Plans, an amendment of SFAS Nos. 87, 88, 106 and 132("R") ("SFAS 158"). SFAS 158 requires the recognition of the funded status of its defined benefit pension in the balance sheet with changes in the funded status recognized through comprehensive income in the year in which such changes occur. SFAS 158 is effective for fiscal years ending after December 15, 2006. See Note 6 for further analysis of the Company's adoption of SFAS 158. In September 2006, the FASB issued SFAS No. 157, "Fair Value Measurements" ("SFAS 157"), which applies whenever other standards require (or permit) assets or liabilities to be measured at fair value. SFAS 157 established a fair value hierarchy that prioritizes the information used to develop the assumptions that market participants would use when pricing an asset or liability. SFAS 157 is effective for fiscal years beginning after November 15, 2007 and interim periods within those fiscal years. The adoption of SFAS 157 is not expected to have a material impact on the Company's financial position, cash flows, and results of operations. In February 2007, the FASB issued SFAS No. 159, "The Fair Value Option for Financial Assets and Financial Liabilities" ("SFAS 159"), which permits entities to choose to measure many financial instruments and certain other items at fair value that are not currently required to be measured at fair value. SFAS 159 will be effective for the fiscal years ending after November 15, 2007. The adoption of SFAS 159 did not have a material impact on the Company's financial position, cash flows, and results of operations. The Company does not anticipate the adoption of other recently issued accounting pronouncements to have a significant impact on the Company's financial position, cash flows, and results of operations. 29 Item 7A - QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK ---------------------------------------------------------- The Company is exposed to changes in prevailing market interest rates affecting the return on its investments, but does not consider this interest rate market risk exposure to be material to its financial condition or results of operations. The Company invests primarily in highly liquid debt instruments with strong credit ratings and very short-term (less than 90 days) maturities. The carrying amount of these investments approximates fair value. All of the Company's Short-term Debt ($3,126,000 at December 31, 2007) carries a variable rate of interest, and, therefore, the carrying value of the Short-term Debt approximates fair value. The Company's outstanding Long-term Debt as of December 31, 2007, consisted of indebtedness in the amount of $2,831,000 with a fixed rate of interest which is not subject to change based upon changes in prevailing market interest rates. Of the Long-term Debt with fixed interest rates, the $2,160,000 mortgage loan carries a fixed rate of 8.00% as of April 1, 2008. Based on the Company's average borrowings with variable interest rates during 2007 and assuming a one percentage point change in average interest rates, it is estimated that the Company's interest expense during 2007 would have increased or decreased by approximately $31,000. The Company is also exposed to changes in foreign currency exchange rates due to its investment in its Canadian subsidiary, Ronson-Canada and because approximately 8% of its Consolidated Net Sales were in Canada. As of December 31, 2007, the Company's net investment in Ronson-Canada was approximately $442,000. Because the Company's foreign currency exchange exposure is limited to one relatively stable currency and the relatively small size of its net investment in Ronson-Canada, the Company does not consider this foreign currency exchange exposure to be material to its financial condition and results of operations. The cumulative effect of translating balance sheet accounts from the Canadian dollars into the US dollars at the current exchange rate is included in Accumulated Other Comprehensive Loss in the Consolidated Balance Sheets. The Company, due to the nature of its operations, is also exposed to changes in the prices of fuels. In the years ended December 31, 2007 and 2006, the Company's cost of fuels included in its consumer products and its cost of aircraft fuel totaled approximately $5,486,000 and $5,636,000, respectively, or approximately 30% and 28% of Cost of Sales in the years ended December 31, 2007 and 2006, respectively. The prices of the fuels fluctuate more or less in conjunction with oil prices. An increase or decrease of 1% in the average cost of the Company's fuels would have increased or decreased the Company's Cost of Sales by approximately $55,000 in 2007. Cost of fuels also impacts the cost of various other components used in the Company's products. Increases in the price of fuels, to the extent the Company is not able to increase the prices of its products to its customers, could have an adverse impact on the Company's results of operations. Under its current policies, the Company does not use derivative financial instruments, derivative commodity instruments or other financial instruments to manage its exposure to changes in interest rates, foreign currency exchange rates, commodity prices or equity prices. 30 Item 8 - FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA ------------------------------------------- Financial statements required by this item are included in Item 15. QUARTERLY FINANCIAL INFORMATION (UNAUDITED) The following table sets forth certain unaudited quarterly consolidated financial information for each of the two years in the period ending December 31, 2007: (Dollars in thousands, except per share amounts)
First Second Third Fourth Total Year ended December 31, 2007 Quarter Quarter Quarter Quarter Year ---------------------------- ---------------------------------------------------- Net sales $ 6,097 $ 6,543 $ 6,606 $ 7,000 $ 26,246 Gross profit (a) $ 1,939 $ 1,850 $ 1,806 $ 2,130 $ 7,725 Net loss $ (92) $ (245) $ (198) $ (62) $ (597) Diluted loss per share $ (0.02) $ (0.05) $ (0.04) $ (0.01) $ (0.12) Cash dividends paid per common share $ -- $ -- $ -- $ -- $ -- Other income (expense) included in net loss (b), (c) $ 21 $ 5 $ (37) $ (6) $ (17)
First Second Third Fourth Total Year Ended December 31, 2006 Quarter Quarter Quarter Quarter Year ---------------------------- ---------------------------------------------------- Net sales $ 7,342 $ 7,841 $ 7,488 $ 6,573 $ 29,244 Gross Profit (a) $ 2,237 $ 2,385 $ 2,071 $ 2,277 $ 8,970 Net earnings (loss) $ 78 $ 25 $ 51 $ (87) $ 67 Diluted earnings (loss) per share $ 0.02 $ 0.00 $ 0.01 $ (0.02) $ 0.01 Cash dividends paid per common share $ -- $ -- $ -- $ -- $ -- Other (expense) included in net earnings (loss) (b), (c) $ (18) $ (24) $ (6) $ (7) $ (55)
(a) Net Sales, less Cost of Sales, less a portion of Depreciation and Amortization. (b) Items are presented net of income tax effect. (c) The costs included in the 2007 and 2006 quarters were the legal fees incurred as a result of the derivative action and a second lawsuit filed by the same shareholder. Item 9 - CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND --------------------------------------------------------------- FINANCIAL DISCLOSURE -------------------- There were no disagreements with accountants in the years ended December 31, 2007, 2006 and 2005. 31 Item 9A(T) - CONTROLS AND PROCEDURES ----------------------- a) Evaluation of Disclosure Controls and Procedures. The Company's Chief Executive Officer ("CEO") and Chief Financial Officer ("CFO") have evaluated the effectiveness of the Company's disclosure controls and procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the "Exchange Act")) as of the end of the period covered by this annual report. Based on such evaluation, such officers have concluded that, as of the end of the period covered by this annual report, the Company's disclosure controls and procedures were adequate, are designed to ensure that material information related to the Company (including its consolidated subsidiaries) would be made known to the above officers, are effective and provide reasonable assurance that they will meet their objectives. Management's Report on Internal Control over Financial Reporting Management is responsible for establishing and maintaining adequate internal control over financial reporting. A company's internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. The Company's management, including the CEO and CFO, does not expect that our Disclosure Controls will prevent all errors and all fraud. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within the Company have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty, and that breakdowns can occur because of simple error or mistake. The design of any system of controls also is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. Management, including the CEO and CFO, has conducted an evaluation of the effectiveness of the Company's internal control over financial reporting as of December 31, 2007, based on the criteria for effective internal control described in Internal Control - Integrated Framework issued by the Committee of --------------------------------------- Sponsoring Organization of the Treadway Commission. Based on its assessment, management concluded that the Company's internal control over financial reporting was effective as of December 31, 2007. This annual report does not include an attestation report of the Company's registered public accounting firm regarding internal control over financial reporting. Management's report was not subject to attestation by the Company's registered public accounting firm pursuant to temporary rules of the Securities and Exchange Commission that permit the Company to provide only management's report in this annual report. This report shall not be deemed to be filed for purposes of Section 18 of the Securities Exchange Act of 1934, or otherwise subject the liabilities of that section, and is not incorporated by reference into any filing of the Company, whether made before or after the date hereof, regardless of any general incorporation language in such filing. b) Changes in Internal Controls. There were no significant changes in the Company's internal controls or in other factors that could significantly affect these controls in the last fiscal quarter or subsequent to the date of their evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses. 32 Item 9B - OTHER INFORMATION ----------------- None. 33 PART III Item 10 - DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE ------------------------------------------------------ (a) Identification of directors. The following table indicates certain information about the Company's seven (7) directors:
Positions and Offices with Company Presently Held (other than that of Director); Business Period Term as Experience During Past Five Served as Director Years (with Company unless Name of Director Age Director Expires otherwise noted) ----------------- ----- --------- -------- ----------------------------------------------------------- Louis V. Aronson II ..... 85 1952-Present 2008 President & Chief Executive Officer; Chairman of Executive Committee. Barbara L. Collins ...... 54 2004-Present 2009 Member of Compensation Committee, Nominating Committee and Audit Committee; President and CEO of The Whistling Elk, Chester, NJ, the principal business of which is home furnishing and interior decorating, 1990 to present; Vice President of Human Resources of Van Heusen Retail Division of Phillips-Van Heusen Corporation, the principal business of which is retail apparel, 1986 to 1990. Edward E. David, Jr. .... 83 2005-Present 2009 Chairman of the Audit Committee; Member of the Nominating Committee and Compensation Committee; President, EED, Inc., the principal business of which is advising industry, government and universities on technology, research and innovation management, 1977 to present; Affiliate of The Washington Advisory Group, 2004 to present, the principal business of which is providing strategic counsel and management advice;
34
Positions and Offices with Company Presently Held (other than that of Director); Business Period Term as Experience During Past Five Served as Director Years (with Company unless Name of Director Age Director Expires otherwise noted) ----------------- ----- --------- -------- ----------------------------------------------------------- Principal and Vice President, Treasurer, The Washington Advisory Group, 1997 to 2004; President, Exxon Research and Engineering, the principal business of which is research, development, engineering and technical service for Exxon Corporation, 1977 to 1985; Executive Vice President R&D and Planning, Gould, Inc. 1973 to 1977; Science Advisor to the President of the United States, 1970-1973; Executive Director, Research, Bell Telephone Laboratories, 1950-1970; Life Member MIT Corporation, Member of Executive Committee, 1974 to present. Erwin M. Ganz ........... 78 1976-Present 2010 Treasurer & Assistant Secretary, 2006 to present; Member of Executive Committee; Consultant for the Company, 1994 to 2005; Executive Vice President- Industrial Operations, 1975 to 1993; Chief Financial Officer, 1987 to 1993. I. Leo Motiuk ........... 62 1999-Present 2008 Member of Audit Committee; Counsel, Windels Marx Lane & Mittendorf, LLP, Attorneys at Law, New Brunswick, NJ; Attorney, 2004 to present; Former partner in Shanley Fisher, P.C., Attorneys at Law, Morristown, NJ, 1990 to 1999. Gerard J. Quinnan ....... 79 1996-Present 2009 Member of Compensation Committee, Executive Committee and Nominating Committee; Consultant for the Company, 1990 to present, Vice President-General Manager of Ronson Consumer Products Corporation, 1981 to 1990. Justin P. Walder ........ 72 1972-Present 2010 Secretary; Assistant Corporation Counsel; Member of Executive Committee; Principal in Walder, Hayden & Brogan, P.A., Attorneys at Law, Roseland, NJ.
35 No director also serves as a director of another company registered under the Securities Exchange Act of 1934, except for Dr. David who serves as a director of DeCorp, Medjet, Inc., and Spacehab, Inc. (b) Identification of executive officers. The following table sets forth certain information concerning the executive officers of the Company, each of whom is serving a one-year term of office, except Mr. Louis V. Aronson II, who is a party to an employment contract with the Company which expires on December 31, 2009:
Positions and Offices with Period Served Company; Name Age as Officer Family Relationships ---- ----- ------------- ------------------------------------------------ Louis V. Aronson II ..... 85 1953 - Present President & Chief Executive Officer; Chairman of the Executive Committee; Director. Erwin M. Ganz ........... 78 2006 - Present Treasurer & Assistant Secretary; Director; No family relationship. Daryl K. Holcomb ........ 57 2006 - Present Vice President, Chief Financial Officer & Controller; 1996 - 2005 Vice President, Chief Financial Officer, Controller & Treasurer; 1993 - 1996 Chief Financial Officer, Controller & Treasurer; 1988 - 1993 Controller & Treasurer; No family relationship. Justin P. Walder ........ 72 1989 - Present Secretary; 1972 - Present Assistant Corporation Counsel; Director; No family relationship.
Messrs. L.V. Aronson and Holcomb have been employed by the Company in an executive capacity for at least the five-year period immediately preceding the date hereof. Mr. Walder has been Secretary, Assistant Corporation Counsel and Director of the Company and a principal in Walder, Hayden & Brogan, P.A., Attorneys at Law, for at least the five-year period preceding the date hereof. Mr. Ganz has been a consultant to the Company and others from 1994 to 2005. Mr. Ganz was Executive Vice President - Industrial Operations for the Company from 1975 to 1993. (c) Section 16(a) Beneficial Ownership Reporting Compliance. Under Securities and Exchange Commission ("SEC") rules, the Company is required to review copies of beneficial ownership reports filed with the Company which are required under Section 16(a) of the Exchange Act by officers, directors and greater than 10% beneficial owners. Based solely on the Company's review of forms filed with the Company, the Company believes no information is required to be reported under this item. (d) Code of ethics. The Company has adopted a code of ethics entitled, Standards of Integrity, applicable to it and all its subsidiaries. The Standards of Integrity are an integral 36 part of the Company's business conduct compliance program and embody the commitment of the Company and its subsidiaries to conduct operations in accordance with the highest legal and ethical standards. A copy of the Standards of Integrity may be obtained without charge upon written request to: Investor Relations, Ronson Corporation, P.O. Box 6707, Somerset, NJ 08875-6707. (e) Material changes in procedures by which security holders may recommend nominees to the Company's Board of Directors: None. (f) Audit Committee. The Audit Committee of the Board of Directors reports to the Board regarding the appointment of the Company's independent public accountants, the scope and results of its annual audits, compliance with accounting and financial policies and management's procedures and policies relative to the adequacy of internal accounting controls. The Company's Board of Directors has adopted a written charter for the Audit Committee which can be found on the investor relations page of the Company's website www.ronsoncorp.com. The Audit Committee consists of three independent directors: Messrs. David (Chairman), and Motiuk, and Ms. Collins. Each member of the Audit Committee is an independent director, as independence is defined in the listing standards of the NASDAQ relating to audit committee members. Each member of the Audit Committee is "financially literate" as required by NASDAQ rules. The Board of Directors has determined that Dr. David, the Audit Committee Chairman, is an "audit committee financial expert" as defined by regulations adopted by the Securities and Exchange Commission and meets the qualifications of "financial sophistication" in accordance with NASDAQ rules. Stockholders should understand that these designations related to our Audit Committee members' experience and understanding with respect to certain accounting and auditing matters do not impose upon any of them any duties, obligations or liabilities that are greater than those generally imposed on a member of the Audit Committee or of the Board. 37 Item 11 - EXECUTIVE COMPENSATION ---------------------- COMPENSATION DISCUSSION AND ANALYSIS The Compensation Committee is responsible for making recommendations to the Board regarding the executive compensation program. The program covers the named executive officers, all other executive officers and other key employees. The program has three principal components: base salary, annual cash incentives under the Company's Management Incentive Plan ("MIP"), and stock options under the Company's Incentive Stock Option Plans ("ISO Plans"). Mr. Aronson's base salary is determined by the terms of his employment contract dated November 24, 2003, which became effective on January 1, 2005, except for the reductions which have been offered and accepted from time to time by Mr. Aronson. The employment contract dated November 24, 2003, was preceded by an employment contract dated September 21, 1978, amended from time to time through September 19, 2001. The expiration date of the prior contract, as amended, was December 31, 2004. The amendments to Mr. Aronson's prior employment contract and the reductions offered by him and accepted by the Company from time to time have been reviewed and approved by the Compensation Committee and the Board. Mr. Aronson's employment contract provides for an increase in his base salary of 3.5% on January 1 of each year of the contract, subject to the Company reporting operating earnings in the year prior to the increase. Mr. Aronson waived the 3.5% increase due under the terms of the employment contract on each of January 1, 2005, 2006, 2007, and 2008. Effective November 16, 2007, Mr. Aronson accepted a 5% reduction in base salary, employees earning from $105,000 to $200,000 received a 4% reduction, and employees earning from $80,000 to $105,000 received a 3% reduction. In addition, Mr. Aronson, along with several other employees and consultants with earnings over $100,000, accepted a 7% reduction in base salary on October 1, 2005. The Compensation Committee and the Board also reviewed and approved the salaries of all of the other executive officers. Prior to the beginning of the fiscal year, the Compensation Committee and the Board reviewed and approved which employees participate in the Company's MIP and the criteria which will determine the cash awards under the plan to the participants after the close of the fiscal year. The Compensation Committee and the Board also reviewed and approved all earned awards under the Company's ISO Plans. The base salaries are intended to meet the requirements of the employment contract in effect for Mr. Aronson and to fairly compensate all the officers of the Company for the effective exercise of their responsibilities, their management of the business functions for which they are responsible, their extended period of service to the Company and their dedication and diligence in carrying out their responsibilities for the Company and its subsidiaries. In 2007 and prior years, the Compensation Committee and the Board, after review, have approved increases to the other executive officers. The Company's MIP is based on the financial performance of the Company's subsidiaries and is adopted annually, after review, for the ensuing year by the Board and its Compensation Committee. Each year the Compensation Committee and the Board set the formula for determining incentive compensation under the MIP for the Company and each subsidiary based upon (1) the amount net sales of each subsidiary exceed thresholds established by the Compensation Committee and the Board and (2) pretax profits of each subsidiary as a percent of net sales. The Compensation Committee and the Board determines who of the Company's and its subsidiaries' key employees are eligible to participate in the MIP and what each employee's level of participation may be. The thresholds set by the Compensation Committee and the Board must be met by the 38 end of the fiscal year in order for each eligible employee to receive an earned award under the MIP for that year. The stock options granted under the Company's ISO Plans are designed to create a proprietary interest in the Company among its executive officers and other key employees and reward these executive officers and other key employees directly for appreciation in the long-term price of the Company's common stock. The ISO Plans directly link the compensation of executive officers and other key employees to gains by the stockholders and encourage the executive officers, directors, and other key employees to adopt a strong stockholder orientation in their work. In 2007 no options were granted to executive officers of the Company. COMPENSATION COMMITTEE REPORT The Compensation Committee has reviewed and discussed the above Compensation Discussion and Analysis with management, and, based on the review and discussions, has recommended to the Board of Directors that the Compensation Discussion and Analysis be included in the Company's 2007 annual report on Form 10-K. Compensation Committee: Barbara L. Collins Edward E. David, Jr. Gerard J. Quinnan SUMMARY COMPENSATION TABLE The Summary Compensation Table presents compensation information for the years ended December 31, 2007, 2006,and 2005, for the Chief Executive Officer, Chief Financial Officer, and the other executive officers of the Company whose total compensation exceeded $100,000. 39 SUMMARY COMPENSATION TABLE
Incentive Non-Equity Compensation All Other Name and Principal Salary Plan Compensation Position Year ($) ($)(1) ($) (2)(3) Total ----------------------- ------ -------- ------------- ------------ -------------- Louis V. Aronson II 2007 $569,410 $ 34,469 $ 73,388 $ 677,267 President & Chief 2006 572,991 53,040 (4) 82,154 708,185 (5) Executive Officer 2005 605,337 34,160 85,968 725,465 Daryl K. Holcomb 2007 $162,185 $ 18,381 $ 12,383 $ 192,949 Vice President, 2006 158,100 19,159 (4) 11,698 188,957 Chief Financial 2005 167,025 12,797 12,015 191,837 Officer & Controller Erwin M. Ganz (6) 2007 $ 90,758 $ 13,774 $ 20,756 $ 125,288 Treasurer and 2006 88,350 21,400 (4) 20,965 130,715 Assistant Secretary 2005 -- -- 151,670 (7) 151,670
Footnotes --------- 1) The non-equity incentive compensation - Management Incentive Plan ("MIP") results from the attainment by the Company's operating subsidiaries of certain levels of net sales and profits before taxes. 2) In 2007, All Other Compensation included perquisites and other personal benefits (Mr. Aronson, $25,176, Mr. Holcomb, $7,130, and Mr. Ganz, $2,730), matching credits by the Company under its Employee's Savings Plan (Mr. Aronson, $4,500, Mr. Holcomb, $3,340, and Mr. Ganz $1,922), and life insurance premiums (Mr. Aronson, $43,712, Mr. Holcomb, $1,913, and Mr. Ganz, $16,104). 3) The types of perquisites and other personal benefits provided to the named executive officers include personal use of Company-owned autos, long-term care insurance for Mr. Aronson and Mr. Holcomb, and an expense allowance for Mr. Aronson (that was terminated on September 30, 2006 at Mr. Aronson's request). 4) In order to conserve its cash resources in 2007, the Company had not yet paid a portion of the incentive compensation earned in 2006 and due in 2007. The remaining unpaid amounts at December 31, 2007 were: Mr. Aronson, $39,780, Mr. Holcomb, $14,369 and Mr. Ganz, $16,049. 5) The total compensation in 2006 for Mr. Aronson would have been reduced to $609,014 on the basis that the total compensation reflected the reduction of deferred vacation pay of $99,171, value of the deferred vacation pay volunteered to be waived by Mr. Aronson in the third quarter of 2006. 6) Mr. Ganz was appointed Treasurer and Assistant Secretary on January 1, 2006. 7) The All Other Compensation for Mr. Ganz in 2005 included consulting fees, directors fees, and an inducement payment of $18,000 to rejoin the Company as Treasurer and Assistant Secretary. 8) No salaried employees of the Company accrue any benefits under the Company's defined benefit pension plan, and therefore, the Change in Pension Value column of the table is not applicable. 40 2007 GRANTS OF PLAN BASED AWARDS --------------------------------- No stock options were granted under the Company's stock option plans to named executive officers. OUTSTANDING EQUITY AWARDS AT DECEMBER 31, 2007 ---------------------------------------------- None 2007 OPTION EXERCISES --------------------- Number of Securities Value Acquired on Exercise Realized Name (#) (1) (2) ($) ------------- -------------------- -------- Erwin M. Ganz 7,621 $ 8,050 Footnotes --------- (1) The number of shares acquired on exercise has been adjusted for the 5% common stock dividend declared February 1, 2008. (2) The value realized equals the market value of the common stock acquired on the date of exercise minus the exercise price. 2007 PENSION BENEFITS --------------------- Number of Years Present Credited Value of Service Accumulated Payments During Name (1) Plan Name (#) Benefit ($) 2007 ($) -------------- ------------------ --------- ----------- --------------- Erwin M. Ganz Ronson Corporation 24 (2) $ 368,220 $ 48,605 Retirement Plan Footnotes --------- (1) No other named executive officer is a participant in the Company's defined benefit pension plan. (2) The credited service for Mr. Ganz is the period from the inception of the retirement plan to June 30, 1985, the date the benefit accruals were frozen. 2007 NON-QUALIFIED DEFERRED COMPENSATION ----------------------------------------
Aggregate Executive Registrant Aggregate Aggregate Balance at Contributions Contributions Earnings Withdrawals/ December 31, in 2007 in 2007 in 2007 Distributions 2007 Name ($) ($) ($) ($) ($) ------------------- ------------- ------------- --------- ------------- ------------ Louis V. Aronson II -- -- -- -- (2) $26,447 (1)
Footnotes --------- (1) The deferred compensation for Mr. Aronson represents earned, but not taken, vacation time which was earned in years prior to 1990. (2) In the third quarter of 2006, Mr. Aronson voluntarily waived earned vacation time, amounting to $99,171, that had not been taken by Mr. Aronson. 41 COMPENSATION OF DIRECTORS Directors who are not officers of the Company receive an annual fee of $10,000 and, in addition, are compensated at the rate of $750 for each regular meeting and $450 for each telephonic meeting of the Company's Board of Directors actually attended and $450 for each meeting of a Committee of the Company's Board of Directors actually attended. Independent directors, as defined under NASDAQ Listing Requirements, receive an additional annual fee of $1,000 as compensation for separate meetings of the independent directors. Officers receive no compensation for their services on the Board or on any Committee. 2007 DIRECTOR COMPENSATION --------------------------
Fees Earned or Paid in Name Cash ($) All Other Compensation ($) Total ($) ---------------------- ----------------------- ---------------------------- ------------------ Barbara L. Collins 19,700 -- 19,700 Edward E. David, Jr. 19,250 -- 19,250 I. Leo Motiuk 17,450 -- 17,450 Gerard J. Quinnan 20,600 24,000 (1) 44,600 Justin P. Walder -- 91,536 (2) 91,536
Footnotes --------- (1) Mr. Quinnan received fees for consulting services at a specified daily rate. (2) Mr. Walder received compensation in 2007 as the Company's Secretary and Assistant Corporation Counsel as follows: salary $85,927, matching credits by the Company under its Employee's Savings Plan, $1,719, and life insurance premiums, $3,890. EMPLOYMENT CONTRACTS AND TERMINATION OF EMPLOYMENT AND CHANGE-IN-CONTROL ARRANGEMENTS On November 24, 2003, the Company and Mr. Aronson entered into a new employment agreement which became effective upon the December 31, 2004 expiration of the existing agreement. This agreement, as amended on May 17, 2007, provides for a term expiring on December 31, 2009, and provides for the payment of a base salary which is to be increased 3.5% as of January 1 of each year beginning in 2005, subject to the Company reporting operating earnings in the year prior to each increase. Mr. Aronson waived the 3.5% increases due on January 1, 2005, on January 1, 2006, on January 1, 2007, and on January 1, 2008. Effective October 1, 2005, Mr. Aronson offered and accepted a 7% reduction in his base salary provided for by the terms of his employment contract. Also, on November 16, 2007, Mr. Aronson offered and accepted a 5% reduction in his base salary. Both the existing and new contracts also provide that the Company shall reimburse Mr. Aronson for reported expenses incurred on behalf of the Company, provide him with an automobile, and pay a death benefit equal to two years' salary. The Company has purchased term insurance, for which the Company is the sole beneficiary, to provide coverage for a substantial portion of the potential death benefit. Under the employment contract, Mr. Aronson's full compensation will continue in the event of Mr. Aronson's disability for the duration of the agreement or one full year, whichever is later. The employment contracts also provide that if, following a Change-in-Control (as defined in the employment contract), Mr. Aronson's employment with the Company terminated under prescribed circumstances as set forth in the employment contract, the Company will pay Mr. Aronson a lump sum equal to the base salary (including the required increases in base salary) for the remaining term of the employment contract. 42 COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION None. SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS Equity Compensation Plan Information
------------------------------------------------------------------------------------------- Number of Securities Remaining Available Number of for Future Issuance Securities to be Under Equity Issued upon Weighted-Average Compensation Plans Exercise of Exercise Price of (Excluding Outstanding Outstanding Securities Options, Warrants Options, Warrants Reflected in Column Plan Category and Rights and Rights (a) ) ------------------------------------------------------------------------------------------- (a) (b) (c) ------------------------------------------------------------------------------------------- Equity compensation plans approved by security holders 11,026 $1.846 63,671 Equity compensation plans not approved by security holders None N/A None Total 11,026 $1.846 63,671
43 Item 12 - SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT, AND ------------------------------------------------------------------- RELATED STOCKHOLDER MATTERS --------------------------- (a) Security ownership of certain beneficial owners. Set forth below are the persons who, to the best of management's knowledge, own beneficially more than five percent of any class of the Company's voting securities, together with the number of shares so owned and the percentage which such number constitutes of the total number of shares of such class presently outstanding: Name and Address of Beneficial Title of Percent of Owner Class Beneficially Owned Class -------------------------------- ---------- ------------------ ----------- Louis V. Aronson II Common 1,409,853 (1) 27.73% (1) Campus Drive, P.O. Box 6707 Somerset, New Jersey 08875 Carl W. Dinger III Common 590,082 (2) 11.61% (2) P.O. Box 150 Green Village, New Jersey 07935 Steel Partners II, L.P. Common 483,036 (3) 9.50% (3) 590 Madison Avenue, 32nd Floor New York, New York 10022 (1) The Ronson Corporation Retirement Plan ("Retirement Plan") is the beneficial owner of 241,033 common shares. The shares held by the Retirement Plan are voted by the Retirement Plan's trustees, Messrs. Aronson and Ganz. If the shares held by the Retirement Plan were included in Mr. Aronson's beneficial ownership, Mr. Aronson's beneficial ownership would be increased to 1,650,886 shares, or 32.48% of the class. The Retirement Plan's holdings were reported in 1988 on Schedule 13G, as amended September 22, 1997, adjusted for the 5% common stock dividends declared through February 1, 2008. (2) 590,082 shares of common stock owned directly, adjusted for the 5% common stock dividends declared through February 1, 2008. This information was from a Form 4 filed by Mr. Dinger on July 9, 2007. (3) 483,036 shares of common stock owned by Steel Partners II, L.P. Steel Partners, L.L.C., the general partner of Steel Partners II, L.P., and Mr. Warren G. Lichtenstein, the sole executive officer and managing member of Steel Partners, L.L.C., are also beneficial owners of the shares. This information was obtained from a Schedule 13D filed with the SEC on December 28, 2007, by Steel Partners II, L.P., and Mr. Lichtenstein, adjusted for the 5% common stock dividends declared through February 1, 2008. 44 (b) Security ownership of management. The following table shows the number of shares of common stock beneficially owned by each director, each named executive officer, and by all directors and officers as a group as of March 21, 2008, and the percentage of the total shares of common stock outstanding in March 21, 2008, owned by each individual and by the group shown in the table, adjusted for the 5% stock dividend declared February 1, 2008. Individuals have sole voting and investment power over the stock shown unless otherwise indicated in the footnotes:
Name of Individual or Amount and Nature of Identity of Group Beneficial Ownership Percent of Class ------------------------------------- -------------------- ----------------- Louis V. Aronson II 1,409,853 (2) 27.73% Barbara L. Collins 1,215 (1) Edward E. David, Jr. 579 (1) Erwin M. Ganz 53,324 (2) 1.05% I. Leo Motiuk 11,431 (1) Gerard J. Quinnan 14,054 (1) Justin P. Walder 84,056 1.65% Daryl K. Holcomb 67,757 1.33% All directors and officers as a group (eight(8) individuals including those named above) 1,642,268 32.31%
(1) Shares owned beneficially are less than 1% of total shares outstanding. (2) Does not include 241,033 shares of issued common stock owned by the Retirement Plan. The shares held by the Retirement Plan are voted by the Retirement Plan's trustees, Messrs. Aronson and Ganz. If the shares held by the Retirement Plan were included in Mr. Aronson's beneficial ownership, Mr. Aronson's beneficial ownership would be 1,650,886 shares, or 32.48% of the class; however, if the shares held by the Retirement Plan were not included in Mr. Aronson's beneficial ownership, but instead were included in Mr. Ganz's beneficial ownership, Mr. Ganz's beneficial ownership would be 294,357 shares, or 5.79% of the class. (c) Changes in control. The Company knows of no contractual arrangements which may operate at a subsequent date to result in a change in control of the Company. 45 Item 13 - CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR ------------------------------------------------------------ INDEPENDENCE ------------ (a) Transactions with management and others. Prior to 2005, Mr. Carl W. Dinger III, a minority shareholder, entered into a consulting agreement and an option agreement with the Company whereby Mr. Dinger would provide certain consulting services. The option and consulting agreements expired July 7, 2007 and were not renewed. Notwithstanding, Mr. Dinger received compensation for these services in the amounts of $39,060, $78,120, and $84,000 during the years ended December 31, 2007, 2006, and 2005, respectively. In addition, Mr. Dinger had granted the Company an option to acquire his shares in the Company. For the years 2007, 2006, and 2005, the option cost was $4,000 a month. Effective January 1, 2005, Mr. Dinger owned 590,082 shares of the Company, for which Mr. Dinger would receive $5.35 per share as the exercise price. Mr. Dinger had also granted the Company's Board of Directors an irrevocable proxy to vote these shares during the term of the option. The Company's cost for the option agreement was $24,000, $48,000, and $48,000 during each of the years ended December 31, 2007, 2006, and 2005, respectively. (b) Certain business relationships. None. (c) Indebtedness of management. None. (d) Transactions with promoters. Not applicable. (e) Director independence. The Company's Board of Directors has determined, after considering all the relevant factors, that Ms. Collins, Messrs. David, Motiuk, and Quinnan are each independent directors, as "independence" is defined in the Nasdaq Marketplace Rules. Further, the Board has determined that each of the directors who serve on the Audit, Compensation, and Nominating Committees of the Board meets the definition of independence applicable to each committee as defined in the Nasdaq Marketplace Rules. 46 Item 14 - PRINCIPAL ACCOUNTANT FEES AND SERVICES -------------------------------------- The fees billed for services provided to the Company by Demetrius & Company, L.L.C., for the years ended December 31, 2007 and 2006, were as follows: 2007 2006 -------- ------- Audit fees $104,000 $98,325 Audit-related fees 5,500 -- Tax fees, principally related to tax return preparation 23,990 15,427 All other fees -- -- The Audit Committee of the Board of Directors pre-approves substantially all of the services of the Company's auditing firm. These pre-approved services are approved by the Audit Committee based upon "not to exceed" proposals in advance of the Company's Annual Meeting of Stockholders. In 2007, the Company's auditing firm provided services which were approved subsequently, related to the Company's response to comments received by the Securities and Exchange Commission. 47 PART IV ------- Item 15 - EXHIBITS AND FINANCIAL STATEMENT SCHEDULES ------------------------------------------ (a) (1) and (2) - The response to this portion of Item 15 is submitted as a separate section of this report. (3) Listing of exhibits, as applicable: (3) Articles of incorporation are incorporated herein by reference. The By-Laws of the Company were amended on December 11, 2007 to provide that the Company's shares be eligible to participate in "Direct Registration System". The amended By-Laws were attached to the Company's Form 8-K filed December 12, 2007 as Exhibit 3.01. (4) Reference is made to Company's Form S-2 filed on September 18, 1987, and incorporated herein by reference. Reference is made to Company's Form S-2 filed on April 8, 1988, and incorporated herein by reference. (10) Material contracts. Effective May 31, 2007, Ronson Aviation entered into a subordinated loan agreement, dated May 30, 2007, with EPIC Aviation, LLC ("EPIC") for up to $500,000. The subordinated loan is secured by Ronson Aviation's new aircraft storage hangar, is guaranteed by the Company, and is subordinated to the Company's facilities with CIT. The Loan Agreement, Security Agreement, Corporate Guaranty, and the Company's amended arrangements with CIT are attached as Exhibits 10.1, 10.2, 10.3 and 10.4 to a Form 8-K dated June 25, 2007. On November 14, 2007, Ronson Aviation entered into a loan agreement with Bank of the West for $500,000. The loan is guaranteed by the Company and EPIC. The Loan Agreement, Promissory Note and Commercial Guaranty from the Company, as well as the First Amendment to Loan Agreement and Corporate Guaranty of the EPIC loans are attached as Exhibits 10.1, 10.2, 10.3, 10.4, and 10.5 to a Form 8-K dated November 19, 2007. On July 31, 2006, the Company, RCPC, Ronson-Canada, and Ronson Aviation entered into a financing agreement (the "Financing Agreement") with CIT. The financing facility totals $3,945,000 and is composed of a revolving line of credit of $3,000,000 and two term loans in the amounts of $195,000 and $750,000. The Financing Agreement and term notes are attached as Exhibits 10.1, 10.2, and 10.3 to a Form 8-K dated July 31, 2006. In conjunction with the new CIT term loan in the amount of $750,000, Mr. L.V. Aronson provided a secured limited personal guarantee of $250,000 to CIT. Related to Mr. L.V. Aronson's $250,000 personal limited guarantee, the Company and Mr. Aronson entered into a Contribution Agreement which provides that the Company is responsible for payments by Mr. Aronson under the guarantee and for his costs in arranging for the security. The Contribution Agreement is attached as Exhibit 10.4 to the Form 8-K dated July 31, 2006. On September 27, 2006, RCPC entered into a mortgage loan agreement with Capital One for $2,200,000. The mortgage loan is secured by a first mortgage on the property of RCPC at 3 and 6 Ronson Road, Woodbridge, NJ, and the guarantees of the Company and Ronson Aviation. The Mortgage and the Mortgage Promissory Note were attached as Exhibits 10.1 and 10.2 to a Form 8-K dated September 27, 2006. 48 Effective April 1, 2008, Capital One and RCPC entered into a Note and Mortgage Modification Agreement modifying the certain terms of the above mortgage. The Note and Mortgage Modification Agreement is attached hereto as Exhibit 10.01. For further information on the Company's loan agreements, reference is made to Notes 3 and 4 of the Notes to Consolidated Financial Statements contained in the Company's financial statements for the year ended December 31, 2007, filed with this report pursuant to Item 8, which is incorporated herein by reference. On May 17, 2007, the Company and Mr. Louis V. Aronson II extended the November 24, 2003 employment agreement which became effective upon the December 31, 2004 expiration of the prior agreement. The extended agreement provides for a term expiring on December 31, 2009. The extended agreement was attached to the Company's Form 8-K filed May 22, 2007, as Exhibit 10.a. (14) The Company's code of ethics entitled, Standards of Integrity, was attached to the Company's Form 8-K dated April 27, 2004 as Exhibit 99.d. (20) Other documents or statements to security holders. The Ronson Corporation Notice of Meeting of Stockholders held on December 6, 2007, and Proxy Statement were filed on November 2, 2007, and are incorporated herein by reference. 49 (21) Subsidiaries of the Company. The Company is the owner of 100% of the voting power of the following subsidiaries, each of which is included in the consolidated financial statements of the Company: Wholly Owned Subsidiary State or Other Jurisdiction and Business Name of Incorporation or Organization ---------------------------------- ----------------------------------- Domestic -------- Ronson Consumer Products Corporation New Jersey Ronson Aviation, Inc. New Jersey Foreign ------- Ronson Corporation of Canada Ltd. Canada The Company also holds 100% of the voting power of two additional subsidiaries which are included in its consolidated financial statements and which, if considered in the aggregate as a single subsidiary, would not constitute a significant subsidiary. (23) Consent of experts and counsel attached hereto as Exhibit 23(a). (31.1(a) and (b)) Rule 13a-14(a)/15d-14(a) Certifications pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. (32.1) Section 1350 Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (furnished but not filed for purposes of the Securities Exchange Act of 1934). (99) Additional exhibits. (a) None. 50 SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Company has duly caused this Report to be signed on its behalf by the undersigned, thereunto duly authorized. RONSON CORPORATION Dated: March 31, 2008 By: /s/ Louis V. Aronson II ------------------------------------------ Louis V. Aronson II, President & Chief Executive Officer and Director Dated: March 31, 2008 By: /s/ Daryl K. Holcomb ------------------------------------------ Daryl K. Holcomb, Vice President, Chief Financial Officer & Controller Dated: March 31, 2008 By: /s/ Erwin M. Ganz ------------------------------------------ Erwin M. Ganz, Treasurer, Assistant Secretary and Director Dated: March 31, 2008 By: /s/ Justin P. Walder ------------------------------------------ Justin P. Walder, Secretary and Director Dated: March 31, 2008 By: /s/ Barbara L. Collins ------------------------------------------ Barbara L. Collins, Director Dated: March 31, 2008 By: /s/ Edward E. David ------------------------------------------ Edward E. David, Director Dated: March 31, 2008 By: /s/ I. Leo Motiuk ------------------------------------------ I. Leo Motiuk, Director Dated: March 31, 2008 By: /s/ Gerard J. Quinnan ------------------------------------------ Gerard J. Quinnan, Director 51 ANNUAL REPORT ON FORM 10-K ITEM 8 FINANCIAL STATEMENTS YEAR ENDED DECEMBER 31, 2007 RONSON CORPORATION SOMERSET, NEW JERSEY 52 RONSON CORPORATION FIVE-YEAR SELECTED FINANCIAL DATA ---------------------------------------------------- Dollars in thousands (except per share data)
2007 2006 2005 2004 2003 -------- -------- -------- -------- -------- Net sales $ 26,246 $ 29,244 $ 26,563 $ 28,483 $ 26,740 Earnings (loss) from continuing operations $ (597) $ 67 $ (333) $ 193 $ 703 Total assets $ 15,401 $ 14,720 $ 12,654 $ 13,942 $ 12,603 Long-term obligations $ 3,790 $ 4,020 $ 2,717 $ 2,898 $ 3,317 Per common share (1,2): Earnings (loss) from continuing operations: Basic $ (0.12) $ 0.01 $ (0.07) $ 0.04 $ 0.16 Diluted $ (0.12) $ 0.01 $ (0.07) $ 0.04 $ 0.15 Cash dividends declared (3) $ -- $ -- $ 0.02 $ 0.03 $ --
(1) Basic Net Earnings (Loss) per Common Share provides for quarterly cumulative preferred dividends with no conversion of preferred shares to common shares. Diluted Net Earnings (Loss) per Common Share assumes no provision for the quarterly cumulative preferred dividends with full conversion of all preferred shares to common shares and includes the dilutive effect of outstanding stock options. The assumed conversion of preferred to common and the stock options were anti-dilutive for the years ended December 31, 2007 and 2005, and therefore, were excluded from the computation of Diluted Net Earnings (Loss) per Common Share for those years. All remaining preferred shares were converted to common shares or redeemed by the Company in the year ended December 31, 2004. (2) A 5% stock dividend on the Company's outstanding common stock was declared on February 1, 2008, payable on April 15, 2008. Previously, 5% stock dividends on the Company's outstanding common stock were issued on April 16, 2007, and on April 15, 2006, 2005, 2004, and 2003. (3) Cash dividends of $0.01 per share were paid on March 15, 2005, and on June 17, 2005. Cash dividends of $0.01 per share were paid on June 18, September 18, and December 17, 2004. 53 RONSON CORPORATION AND ITS WHOLLY OWNED SUBSIDIARIES LIST OF FINANCIAL STATEMENTS The following consolidated financial statements of Ronson Corporation and its wholly owned subsidiaries are included in Item 8: Consolidated Balance Sheets - December 31, 2007 and 2006 Consolidated Statements of Operations - Years Ended December 31, 2007, 2006 and 2005 Consolidated Statements of Changes in Stockholders' Equity - Years Ended December 31, 2007, 2006 and 2005 Consolidated Statements of Cash Flows - Years Ended December 31, 2007, 2006, and 2005 Notes to Consolidated Financial Statements 54 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM ------------------------------------------------------- To the Board of Directors and Stockholders of Ronson Corporation We have audited the accompanying consolidated balance sheets of Ronson Corporation and subsidiaries as of December 31, 2007 and 2006, 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, 2007. These financial statements are the responsibility of the company's management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of Ronson Corporation and subsidiaries as of December 31, 2007 and 2006, and the results of their operations and their cash flows for each of the years in the three-year period ended December 31, 2007 in conformity with accounting principles generally accepted in the United States of America. DEMETRIUS & COMPANY, L.L.C. Wayne, New Jersey March 27, 2008 55 RONSON CORPORATION AND ITS WHOLLY OWNED SUBSIDIARIES CONSOLIDATED BALANCE SHEETS --------------------------- Dollars in thousands ASSETS ------ December 31, ----------------- 2007 2006 ---- ---- CURRENT ASSETS: Cash and cash equivalents .................................. $ 78 $ 294 Accounts receivable, less allowances for doubtful accounts of : 2007, $67 and 2006, $102 ........................... 1,743 1,876 Inventories: Finished goods .......................................... 2,106 1,820 Work in process ......................................... 45 15 Raw materials ........................................... 925 960 ------- ------- 3,076 2,795 Other current assets ....................................... 1,291 1,231 ------- ------- TOTAL CURRENT ASSETS ..................... 6,188 6,196 PROPERTY, PLANT AND EQUIPMENT: Land ....................................................... 6 6 Buildings and improvements ................................. 8,812 5,479 Machinery and equipment .................................... 6,875 6,718 Construction in progress ................................... 125 2,454 ------- ------- 15,818 14,657 Less accumulated depreciation and amortization ............. 9,500 8,885 ------- ------- 6,318 5,772 OTHER ASSETS ............................................... 2,895 2,752 ------- ------- $15,401 $14,720 ======= ======= See notes to consolidated financial statements. 56 RONSON CORPORATION AND ITS WHOLLY OWNED SUBSIDIARIES CONSOLIDATED BALANCE SHEETS --------------------------- Dollars in thousands (except share data) LIABILITIES AND STOCKHOLDERS' EQUITY ------------------------------------ December 31, ------------------- 2007 2006 ---- ---- CURRENT LIABILITIES: Short-term debt .......................................... $ 3,126 $ 2,143 Current portion of long-term debt ........................ 423 285 Current portion of lease obligations ..................... 242 276 Accounts payable ......................................... 3,086 2,360 Accrued expenses ......................................... 1,747 2,010 -------- -------- TOTAL CURRENT LIABILITIES .............. 8,624 7,074 LONG-TERM DEBT ........................................... 3,097 3,083 LONG-TERM LEASE OBLIGATIONS .............................. 457 686 OTHER LONG-TERM LIABILITIES .............................. 236 251 COMMITMENTS AND CONTINGENCIES ............................ -- -- STOCKHOLDERS' EQUITY: Preferred stock, no par value, authorized 5,000,000 shares Common stock, par value $1 2007 2006 ---- ---- Authorized shares............. 11,848,106 11,848,106 Reserved shares............... 11,026 34,129 Issued (including treasury)... 5,172,577 5,144,015 5,173 5,144 Additional paid-in capital ............................... 29,997 30,012 Accumulated deficit ...................................... (29,241) (28,644) Accumulated other comprehensive loss ..................... (1,345) (1,289) -------- -------- 4,584 5,223 Less cost of treasury shares: 2007 and 2006, 89,038 ................................ 1,597 1,597 -------- -------- TOTAL STOCKHOLDERS' EQUITY ............. 2,987 3,626 -------- -------- $ 15,401 $ 14,720 ======== ======== See notes to consolidated financial statements. 57 RONSON CORPORATION AND ITS WHOLLY OWNED SUBSIDIARIES CONSOLIDATED STATEMENTS OF OPERATIONS ------------------------------------- Dollars in thousands (except per share data)
Year Ended December 31, ----------------------------------------- 2007 2006 2005 ----------- ------------- ------------- NET SALES....................................................... $ 26,246 $ 29,244 $ 26,563 ----------- ------------- ------------- Cost and expenses: Cost of sales................................................ 18,075 19,807 17,455 Selling, shipping and advertising............................ 3,642 3,714 3,583 General and administrative................................... 3,900 4,014 3,899 Depreciation and amortization................................ 591 616 738 ----------- ------------- ------------- 26,208 28,151 25,675 ----------- ------------- ------------- EARNINGS BEFORE INTEREST AND OTHER ITEMS........................ 38 1,093 888 ----------- ------------- ------------- Other expense: Interest expense............................................. 533 476 473 Nonrecurring loss - sale of charter aircraft & business ..... -- -- 591 Other-net.................................................... 339 328 326 ----------- ------------- ------------- 872 804 1,390 ----------- ------------- ------------- EARNINGS (LOSS) BEFORE INCOME TAXES............................. (834) 289 (502) Income tax provision (benefits)................................. (237) 222 (169) ----------- ------------- ------------- NET EARNINGS (LOSS) ............................................ $ (597) $ 67 $ (333) =========== ============= ============= NET EARNINGS (LOSS) PER COMMON SHARE: Basic........................................................... $ (0.12) $ 0.01 $ (0.07) =========== ============= ============= Diluted......................................................... $ (0.12) $ 0.01 $ (0.07) =========== ============= =============
See notes to consolidated financial statements. 58 RONSON CORPORATION AND ITS WHOLLY OWNED SUBSIDIARIES CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY ---------------------------------------------------------- For the Years Ended December 31, 2007, 2006 and 2005 Dollars in thousands
Accumulated Compre- Additional Other Treasury hensive Common Paid-in Accumulated Comprehensive Stock Income Stock Capital Deficit Loss (at cost) Total (Loss) ------------ ---------- ----------- ------------- --------- --------- ----------- Balance at December 31, 2004 $ 5,088 $ 30,117 $ (28,294) $ (1,441) $ (1,597) $ 3,873 ------------ ---------- ----------- ------------- --------- --------- Net loss - 2005 (333) (333) $ (333) ----------- Dividends (84) (84) Translation adjustment, net of tax 10 Other comprehensive gain on swap 23 Pensions, net of tax (137) ----------- Other comprehensive loss (104) (104) (104) ----------- Comprehensive loss $ (437) =========== Stock option purchased (48) (48) ------------ ---------- ----------- ------------- --------- --------- Balance at December 31, 2005 5,088 30,069 (28,711) (1,545) (1,597) 3,304 ------------ ---------- ----------- ------------- --------- --------- Net earnings - 2006 67 67 $ 67 ----------- Translation adjustment, net of tax (48) Other comprehensive loss on swap (13) Pensions, net of tax 356 ----------- Other comprehensive income 295 295 295 ----------- Comprehensive income $ 362 =========== Adjustment to initially apply FASB Statement No. 158, net of tax (39) (39) Shares issued for: Stock options exercised 56 (9) 47 Stock option purchased (48) (48) ------------ ---------- ----------- ------------- --------- --------- Balance at December 31, 2006 $ 5,144 $ 30,012 $ (28,644) $ (1,289) $ (1,597) $ 3,626 ------------ ---------- ----------- ------------- --------- --------- Net loss - 2007 (597) (597) $ (597) ----------- Translation adjustment, net of tax 28 Pensions, net of tax (91) Pensions, PSC, net of tax 7 ----------- Other comprehensive loss (56) (56) (56) ----------- Comprehensive income $ (653) =========== Shares issued for: Stock options exercised 29 (3) 26 Stock option purchased (24) (24) Stock option expense 12 12 ------------ ---------- ----------- ------------- --------- --------- Balance at December 31, 2007 $ 5,173 $ 29,997 $ (29,241) $ (1,345) $ (1,597) $ 2,987 ============ ========== =========== ============= ========= =========
SHARE ACTIVITY --------------------- Common Treasury Stock Stock --------- --------- Balance at December 31, 2004 5,088,216 89,031 Treasury shares 7 --------- --------- Balance at December 31, 2005 5,088,216 89,038 Shares issued for: Stock options exercised 55,883 --------- --------- Balance at December 31, 2006 5,144,099 89,038 Shares issued for: Stock options exercised 28,478 --------- --------- Balance at December 31, 2007 5,172,577 89,038 ========= ========= See notes to consolidated financial statements. 59 RONSON CORPORATION AND ITS WHOLLY OWNED SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS ------------------------------------- Dollars in thousands
Year Ended December 31, ----------------------------- 2007 2006 2005 ------- ------- ------- Cash Flows from Operating Activities: Net earnings (loss) ......................................... $ (597) $ 67 $ (333) Adjustments to reconcile net earnings (loss) to net cash provided by (used in) operating activities: Depreciation and amortization ............................ 740 656 738 Stock option expense ..................................... 12 -- -- Deferred income tax provision (benefits) ................. (244) 130 (235) Loss on disposal of assets ............................... -- -- 97 Net changes in assets and liabilities: Accounts receivable ................................... 144 (49) 49 Inventories ........................................... (281) (240) (221) Other current assets .................................. (105) (185) 291 Accounts payable ...................................... 715 231 343 Accrued expenses ...................................... (263) 129 (279) Other non-current assets and other long-term liabilities ......................................... (136) (221) (108) Net change in pension-related accounts ................... (11) (398) (507) Exchange (gain) loss ..................................... -- (78) (3) ------- ------- ------- Net Cash Provided by (Used in) Operating Activities ... (26) 42 (168) ------- ------- ------- Cash Flows from Investing Activities: Capital expenditures ........................................ (1,097) (2,185) (597) Proceeds from sale of property, plant & equipment ........... -- 12 1,600 ------- ------- ------- Net Cash Provided by (Used in) Investing Activities ... (1,097) (2,173) 1,003 ------- ------- ------- Cash Flows from Financing Activities: Proceeds from short-term debt ............................... 985 2,526 750 Proceeds from long-term debt ................................ 499 3,145 -- Proceeds from issuance of common stock ...................... 26 47 -- Payments of long-term debt .................................. (347) (1,518) (738) Payments of long-term lease obligations ..................... (277) (255) (224) Payments of short-term debt ................................. (2) (1,883) (689) Dividends paid to stockholders .............................. -- -- (84) Cost of stock option agreement .............................. (24) (48) (48) ------- ------- ------- Net Cash Provided by (Used in) Financing Activities ... 860 2,014 (1,033) ------- ------- ------- Effect of Exchange Rate Changes on Cash and Cash Equivalents ........................................... 47 (3) 13 ------- ------- ------- Net Decrease in Cash and Cash Equivalents ................... (216) (120) (185) Cash and Cash Equivalents at Beginning of Year .............. 294 414 599 ------- ------- ------- Cash and Cash Equivalents at End of Year .................... $ 78 $ 294 $ 414 ======= ======= =======
See notes to consolidated financial statements. 60 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Note 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES: Principles of Consolidation - The consolidated financial statements include the accounts of Ronson Corporation (the "Company") and its subsidiaries, all of which are wholly owned. Its principal subsidiaries are Ronson Consumer Products Corporation ("RCPC"), Woodbridge, New Jersey; Ronson Corporation of Canada Ltd. ("Ronson-Canada"), Mississauga, Ontario, Canada (these together are "Ronson Consumer Products"); and Ronson Aviation, Inc. ("Ronson Aviation"), Trenton, New Jersey. All significant intercompany accounts and transactions have been eliminated in consolidation. Estimates - The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the period. Actual results could differ from those estimates. Allowances for Doubtful Accounts and Sales Incentives - Management must make estimates of the uncollectibility of accounts receivable. Management specifically analyzes accounts receivable, historical bad debts, customer concentrations, customer credit-worthiness, current economic trends and changes in customer payment terms when evaluating the adequacy of the allowance for doubtful accounts. Estimated sales incentives are calculated and recorded at the time related sales are made and are based primarily on historical rates and in consideration of recent promotional activities. In the Company's financial statements, the allowance for sales incentives is classified as reductions of accounts receivable and net sales. Self-insurance - The Company does not self-insure any significant insurable risks. The Company accounts for potential losses due to the deductible on its product liability insurance coverage for consumer products claims with an accrual of potential losses based on open claims and prior years' loss experience. Inventories - Inventories, other than aircraft, are valued at the lower of average cost or market. Aircraft inventory is carried at the lower of cost, specific identification, or market. Property and Depreciation - Property, plant and equipment are carried at cost and are depreciated over their estimated useful lives using the straight-line method. Capitalized leases are amortized over their useful lives using the straight line method. Leasehold improvements are amortized over their estimated useful lives or the remaining lease terms, whichever is shorter. Buildings and improvements include: buildings and improvements with useful lives of 5-50 years, land improvements with useful lives of 5-20 years, and leasehold improvements with useful lives of 3-20 years. Machinery and equipment includes production equipment with useful lives of 5-20 years, office furniture and equipment with useful lives of 2-15 years, autos and trucks with useful lives of 3-5 years, and tools, dies and molds with useful lives of 3-5 years. Foreign Currency Translation - All balance sheet accounts of the Company's foreign subsidiary, Ronson-Canada, are translated at the current exchange rate as of the end of the year. All income statement accounts are translated at average currency exchange rates. Stockholders' Equity accounts are translated at historical exchange rates. The resulting translation adjustment is recorded as part of Accumulated Other Comprehensive Loss in Stockholders' Equity. Transaction gains and losses are not significant in the periods presented. 61 Fair Value of Financial Instruments - The Company's financial instruments include cash, cash equivalents, accounts receivable, accounts payable, accrued expenses, other current liabilities and short-term and long-term debt. The book values of cash, cash equivalents, accounts receivable, accounts payable, accrued expenses, other current liabilities, and short-term debt are representative of their fair values due to the short-term maturity of these instruments. The Company's term loans with CIT Group/Commercial Services, Inc. ("CIT") are at variable interest rates and, therefore, their book values are considered representative of their fair values. The Company's mortgage loan with Capital One, N.A. ("Capital One"), formerly known as North Fork Bank, has an approximate fair market value of $2,271,000 at December 31, 2007 as compared to its book value of $2,160,000. The book value of the Company's other long-term debt is considered to approximate its fair value based on current market rates and conditions (refer to Note 4). Derivative Financial Instruments - Prior to July 31, 2006, the Company utilized a derivative instrument, an interest rate swap, to modify the Company's exposure to interest rate risk. The Company accounted for this derivative instrument under the Statement of Financial Accounting Standards No. 133, "Accounting for Derivative Instruments and Hedging Activities" ("SFAS 133"). SFAS 133 required that all derivative instruments be recognized in the financial statements and measured at fair value regardless of the purpose or intent for holding them. For derivatives that are designated as a hedge and used to hedge an existing asset or liability, both the derivative and hedged item are recognized at fair value with any changes recognized immediately in the Consolidated Statements of Operations. By policy, the Company has not historically entered into derivative financial instruments for trading purposes or for speculation. The Company's prior interest rate swap agreement had effectively modified the Company's exposure to interest risk by converting a portion of the Company's floating-rate long-term debt to a fixed rate. Based on criteria defined in SFAS 133, the interest rate swap was considered a cash flow hedge and was 100% effective. The interest rate swap was marked to market in the Consolidated Balance Sheets. The mark-to-market value of the cash flow hedge was recorded in Other Non-current Assets or Other Long-term Liabilities and the offsetting gains or losses in Accumulated Other Comprehensive Loss. Impairment of Long-Lived Assets - The Company periodically evaluates whether events or circumstances have occurred that indicate long-lived assets may not be recoverable or that the remaining useful life may warrant revision. When such events or circumstances are present, the Company assesses the recoverability of long-lived assets by determining whether the carrying value will be recovered through the estimated undiscounted future cash flows resulting from the use of the asset. In the event the sum of the estimated undiscounted future cash flows is less than the carrying value of the asset, an impairment loss equal to the excess of the asset's carrying value over its fair value is recorded. Declaration of 5% Common Stock Dividend - The Company's Board of Directors, on February 1, 2008, declared a 5% stock dividend on the Company's outstanding common stock. The 5% stock dividend is payable on April 15, 2008, to stockholders of record March 28, 2008. The 5% stock dividend will increase the outstanding common shares of the Company by about 241,000 to about 5,084,000 shares. Revenue Recognition - Net Sales are recognized by Ronson Consumer Products on the date of shipment of the product to domestic customers and on the date title for the goods has been transferred on shipments to foreign customers, prior to which an arrangement exists, the price is fixed, and it has been determined that collectibility is reasonably assured. 62 Net Sales at Ronson Aviation are recognized on the date of delivery of the product or service to customers. For aircraft, this occurs at the time the title for the aircraft has been transferred and the sales proceeds received. For aircraft fueling, repairs and other aircraft services, delivery occurs only after an arrangement exists, the price is fixed, and collectibility is reasonably assured. Research and Development Costs - Costs of research and new product development are charged to operations as incurred and amounted to approximately $371,000, $376,000, and $348,000, for the years ended December 31, 2007, 2006 and 2005, respectively. Shipping and Handling Costs - The Company records shipping and handling costs within Selling, Shipping, and Advertising Expenses. Such costs amounted to about $1,538,000, $1,660,000, and $1,659,000, for the years ended December 31, 2007, 2006, and 2005, respectively. Advertising Expenses - Costs of advertising are expensed as incurred and amounted to approximately $175,000, $202,000, and $159,000, for the years ended December 31, 2007, 2006 and 2005, respectively. Accrued Expenses - On December 31, 2007 and 2006, Accrued Expenses included accrued vacation pay and other compensation of $691,000 and $684,000, respectively. No other item amounted to greater than 5% of total current liabilities. At December 31, 2007 and 2006, Accrued Expenses included accrued expenses of discontinued operations of $318,000 and $319,000, respectively. Other Current Assets - On December 31, 2007 and 2006, Other Current Assets included deferred income tax assets of $623,000 and $668,000, respectively. No other item amounted to greater than 5% of total current assets. Stock Options - In 2003 the Company adopted SFAS No. 148, "Accounting for Stock-Based Compensation - Transition and Disclosure, an amendment of FASB Statement No. 123". SFAS No. 148 amended SFAS No. 123 to provide alternative methods of transition for a voluntary change to the fair value based method of accounting for employee stock-based compensation. The Company has elected to apply the prospective method as permitted by SFAS No. 148. Accordingly, all options granted on and after January 1, 2003 are charged against income at their fair value. Those issued prior to adoption are accounted for on the intrinsic method in accordance with Accounting Principles Board Opinion (APB) No. 25. See Note 9 of Notes to the Consolidated Financial Statements. 63 Per Common Share Data - The calculation and reconciliation of Basic and Diluted Earnings (Loss) per Common Share were as follows (in thousands except per share data): Year Ended December 31, 2007 Per Share Loss Shares Amount -------- ------ --------- (2) (2) BASIC ......................................... $ (597) 5,067 $ (0.12) Effect of dilutive securities, stock options (1) ....................... -- -- -------- ------ DILUTED ....................................... $ (597) 5,067 $ (0.12) ======== ====== ========= Year Ended December 31, 2006 Per Share Earnings Shares Amount -------- ------ --------- (2) (2) BASIC ......................................... $ 67 5,026 $ 0.01 Effect of dilutive securities, stock options ........................... -- 40 -------- ------ DILUTED ....................................... $ 67 5,066 $ 0.01 ======== ====== ========= Year Ended December 31, 2005 Per Share Loss Shares Amount -------- ------ --------- (2) (2) BASIC ......................................... $ (333) 4,999 $ (0.07) Effect of dilutive securities, stock options (1) ....................... -- -- -------- ------ DILUTED ....................................... $ (333) 4,999 $ (0.07) ======== ====== ========= (1) The stock options were anti-dilutive for the years ended December 31, 2007 and 2005 and, therefore, were excluded from the calculation and reconciliation of Diluted Earnings (Loss) per Common Share for those years. The numbers of potentially anti-dilutive securities were 11,000 and 46,000 in the years ended December 31, 2007 and 2005, respectively. (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 1, 2008. At December 31, 2007, the Company had outstanding approximately 5,084,000 shares of common stock, after the 5% stock dividend declared on February 1, 2008. Recent Accounting Pronouncements In June 2006, the FASB issued FASB Interpretation No. 48, "Accounting for Uncertainty in Income Taxes - an interpretation of FASB Statement No. 109" ("FIN 48"). FIN 48 requires companies to determine whether it is more likely than not that a tax position will be sustained upon examination by the appropriate taxing authorities before any part of the benefit can be recorded in the financial statements. This interpretation also provides guidance on derecognition, classification, accounting in interim periods, and expanded disclosure requirements. FIN 48 is effective for fiscal years beginning after December 15, 2006. The adoption of FIN 48 did not have a material impact on the Company's financial position, cash flows, and results of operations. 64 In September 2006, the Staff of the SEC issued Staff Accounting Bulletin No. 108, "Considering the Effects of Prior Year Misstatements when Quantifying -------------------------------------------------------------------- Misstatements in Current Year Financial Statements" ("SAB 108"). SAB 108 -------------------------------------------------- provides guidance on the consideration of the effects of prior year misstatements in quantifying current year misstatements for the purpose of determining whether the current year's financial statements are materially misstated. SAB 108 is effective for fiscal years ending after November 15, 2006. The adoption of SAB 108 did not have a material impact on the Company's financial position, cash flows, and results of operations. In September 2006, the FASB issued SFAS No. 158, "Employers Accounting for ------------------------ Defined Benefit Pension and Other Postretirement Plans, an amendment of SFAS ---------------------------------------------------------------------------- Nos. 87, 88, 106 and 132("R")" ("SFAS 158"). SFAS 158 requires the recognition ------------------------------------------- of the funded status of its defined benefit pension in the balance sheet with changes in the funded status recognized through comprehensive income in the year in which such changes occur. SFAS 158 is effective for fiscal years ending after December 15, 2006. See Note 6 for further analysis of the Company's adoption of SFAS 158. In September 2006, the FASB issued SFAS No. 157, "Fair Value Measurements" ----------------------- ("SFAS 157"), which applies whenever other standards require (or permit) assets or liabilities to be measured at fair value. SFAS 157 established a fair value hierarchy that prioritizes the information used to develop the assumption that market participants would use when pricing an asset or liability. SFAS 157 is effective for fiscal years beginning after November 15, 2007 and interim periods within those fiscal years. The adoption of SFAS 157 is not expected to have a material impact on the Company's financial position, cash flows, and results of operations. In February 2007, the FASB issued SFAS No. 159, "The Fair Value Option for ------------------------- Financial Assets and Financial Liabilities" ("SFAS 159"), which permits entities ------------------------------------------------------ to choose to measure many financial instruments and certain other items at fair value that are not currently required to be measured at fair value. SFAS 159 will be effective for the fiscal years ending after November 15, 2007. The adoption of SFAS 159 did not have a material impact on the Company's financial position, cash flows, and results of operations. The Company does not anticipate the adoption of other recently issued accounting pronouncements to have a significant impact on the Company's financial position, cash flows, and results of operations. Note 2. INCOME TAXES: At December 31, 2007, the Company had, for federal income tax purposes, net operating loss carryforwards of approximately $4,757,000, expiring as follows: $1,478,000 in 2010 to 2012; $1,379,000 in 2018 to 2020; and $1,900,000 in 2021 to 2027. The Company also had available federal and state alternative minimum tax credit carryforwards of approximately $113,000. 65 The income tax expenses (benefits), consisted of the following (in thousands): Year Ended December 31, 2007 2006 2005 ----- ----- ----- Current: Federal .......................................... $ (1) $ -- $ -- State ............................................ 13 20 38 Foreign .......................................... (5) 72 28 ----- ----- ----- 7 92 66 ----- ----- ----- Deferred: Federal .......................................... (206) 76 (212) State ............................................ (36) 60 (23) Foreign .......................................... (2) (6) -- ----- ----- ----- (244) 130 (235) ----- ----- ----- Income tax expenses (benefits), net ................. $(237) $ 222 $(169) ===== ===== ===== Current income taxes in the years ended December 31, 2007, 2006, and 2005, were presented net of credits of $17,000, $17,000, and $16,000, respectively, arising from the utilization of available tax losses and loss carryforwards in accordance with SFAS #109. The reconciliation of estimated income taxes attributed to continuing operations at the United States statutory tax rate to reported income tax expense (benefits) was as follows (in thousands): Year Ended December 31, 2007 2006 2005 ----- ----- ----- Tax expense amount computed using statutory rate .... $(284) $ 99 $(170) State taxes, net of federal benefit ................. (23) 4 10 Operations outside the US ........................... (7) 11 (3) Discontinued operations and other ................... 77 108 (6) ----- ----- ----- Income tax expenses (benefits), net .............. $(237) $ 222 $(169) ===== ===== ===== The tax effects of temporary differences that give rise to significant portions of the deferred income tax assets and deferred income tax liabilities are presented below (in thousands): December 31, 2007 2006 ------ ------ Deferred income tax assets: Inventories, principally due to additional costs inventoried for tax purposes pursuant to the Tax Reform Act of 1986 and valuation reserves for financial reporting purposes .......................... $ 140 $ 128 Compensation and compensated absences, principally due to the accrual for financial reporting purposes ... 246 249 Accrual of projected environmental costs, principally related to Prometcor's compliance with NJDEP .......... 199 199 Net operating loss carryforwards ......................... 2,086 1,731 Alternative minimum tax credit carryforwards ............. 113 113 Unrecognized net loss on pension plan .................... 901 841 Other .................................................... 351 400 ------ ------ Total gross deferred income tax assets ................ 4,036 3,661 Less valuation allowance .............................. 163 135 ------ ------ Net deferred income tax assets ........................ 3,873 3,526 ------ ------ Deferred income tax liabilities: Pension expense, due to contributions in excess of net accruals .......................................... 1,044 1,036 Other .................................................... 131 70 ------ ------ Total gross deferred income tax liabilities ........... 1,175 1,106 ------ ------ Net deferred income taxes ............................. $2,698 $2,420 ====== ====== 66 A valuation allowance has been established based on the likelihood that a portion of the deferred income tax assets will not be realized. Realization is dependent on generating sufficient taxable income prior to expiration of the loss carryforwards. The ultimate realization of the deferred income tax assets will require aggregate taxable income of approximately $4,460,000 in the years prior to the expiration of the net operating loss carryforwards in 2027. The amount of the deferred income tax assets considered realizable, however, could be reduced in the near term if estimates of future taxable income during the carryforward periods are reduced. A portion of the deferred income tax assets is the result of a tax planning strategy for state income tax purposes of merging certain of the Company's subsidiaries resulting in realization of net operating loss carryforwards. The net deferred income tax assets were classified in the Consolidated Balance Sheets as follows (in thousands): December 31, 2007 2006 ------ ------ Current: Other current assets ..................................... $ 424 $ 469 Current assets of discontinued operations ................ 199 199 ------ ------ Total current ............................................ 623 668 ------ ------ Long-Term: Other assets ............................................. 1,332 927 Other assets of discontinued operations .................. 743 825 ------ ------ Total long-term: ......................................... 2,075 1,752 ------ ------ Total net deferred income tax assets ........................ $2,698 $2,420 ====== ====== On January 1, 2007, the Company adopted the provisions of FIN 48, "Accounting for Uncertainty in Income Taxes - An Interpretation of FASB ---------------------------------------------------------------------- Statement No. 109". Implementation of FIN 48 did not result in a cumulative ----------------- effect adjustment to retained earnings. The Company's policy is to report interest and penalties, if any, related to income taxes in Interest Expense and General and Administrative Expenses, respectively. Note 3. SHORT-TERM DEBT: Composition (in thousands): December 31, 2007 2006 ------ ------ Revolving loans, CIT (a) .................................... $2,596 $2,143 Note Payable, Bank of the West (b) .......................... 500 -- Other (c) ................................................... 30 -- ------ ------ $3,126 $2,143 ====== ====== (a) On July 31, 2006, the Company, RCPC, Ronson-Canada, and Ronson Aviation entered into a financing agreement (the "Financing Agreement") for RCPC, Ronson Aviation, and Ronson-Canada. The financing facility totals $3,945,000 and is composed of a revolving line of credit of $3,000,000 and two term loans in the original amounts of $195,000 and $750,000, respectively, both to be repaid evenly over five years. The revolving line of credit carries an interest rate of prime plus one half (7.75% in the U.S. and 6.50% in Canada at December 31, 2007) and the two term loans carry interest at 67 the rate of prime plus 3% (10.25% at December 31, 2007). The amount available to be borrowed under the revolving line of credit is determined by reference to a "borrowing base", which is calculated based on the levels of accounts receivable and inventories of the Company's subsidiaries. Amounts advanced under the Financing Agreement are secured by substantially all of the assets of the Company and its subsidiaries, other than (1) the real property owned by RCPC in Woodbridge, New Jersey and (2) 34% of the Company's interest in Ronson-Canada. The Financing Agreement includes covenants and other terms and provisions typical for agreements of its kind. The revolving line of credit is for a period of three years. In conjunction with one of the CIT term loans in the original amount of $750,000, Mr. Louis V. Aronson II, the Company's President and CEO, provided a secured limited personal guaranty of $250,000 to CIT. The proceeds from the CIT revolving loan and term loans were utilized to repay all amounts outstanding under the Company's prior revolving loan and mortgage loan agreements. The new CIT financing also provided additional loan availability to the Company of about $600,000. Based on the amount of the loans outstanding and the levels of accounts receivable and inventory at December 31, 2007, the Company's subsidiaries had unused borrowings available at December 31, 2007 of about $328,000 under the CIT line of credit described above. (Refer to Note 4 below for information regarding the book value of assets pledged as collateral for the debt above.) At December 31, 2007, CIT provided the Company with a waiver of covenant violations due to failure by the Company to meet a fixed charge coverage ratio for the three months ended December 31, 2007 and because total purchases of property, plant and equipment in the year ended December 31, 2007 exceeded the maximum permitted in the Financing Agreement. (b) On October 22, 2007, Ronson Aviation entered into a loan agreement with Bank of the West in the amount of $500,000. The loan is to be paid in one principal payment on May 1, 2008. The loan carries interest at the bank's prime rate plus 0.75% (8.0% at December 31, 2007). The loan is guaranteed by the Company and EPIC Aviation, LLC ("EPIC") (refer to Note 4 below). (c) Refer to Note 14. Related Party Transactions below. At December 31, 2007, the weighted average interest rate for the total short-term debt was 7.62%. 68 Note 4. LONG-TERM DEBT: Composition (in thousands): December 31, 2007 2006 ------ ------ Mortgage loan payable, Capital One (a) ...................... $2,160 $2,195 Note payable, lessor (b) .................................... 189 220 Term notes payable, CIT (c) ................................. 689 882 Note payable, supplier (d) .................................. 440 -- Term notes payable, other ................................... 42 71 ------ ------ 3,520 3,368 Less portion in current liabilities ......................... 423 285 ------ ------ Balance of long-term debt ................................... $3,097 $3,083 ====== ====== (a) On September 27, 2006, RCPC entered into a mortgage loan agreement with Capital One for $2,200,000. The mortgage loan is secured by a first mortgage on the property of RCPC at 3 and 6 Ronson Road, Woodbridge, NJ and the guarantees of the Company and Ronson Aviation. The interest rate has been 6.81% and was payable in monthly installments of $15,422, including interest, with a final installment of approximately $1,697,000, plus interest, on November 1, 2016. 69 At December 31, 2007, Capital One provided the Company with a waiver of a covenant violation due to the failure by the Company to meet a debt service coverage ratio for the year ended December 31, 2007. In connection with the waiver, effective April 1, 2008, the interest rate on the mortgage loan has been increased to 8.00%, monthly installments have been increased to $17,081, the final installment on November 1, 2016 increased to $1,751,000, and the debt service coverage ratio was modified. (b) As part of the lease agreement for its new warehouse, effective March 1, 2004, RCPC entered into a term note payable to the lessor in the original amount of $440,000. The note bears interest at the rate of 8.25% and is payable in monthly installments of $3,787 including interest through February 2013. The note is secured by the leasehold improvements in the warehouse. (c) The Equipment and Trademark term loan balances with CIT, referred to in Note 3 above, were $143,000 and $546,000, respectively, at December 31, 2007. (d) Effective May 31, 2007, Ronson Aviation entered into a subordinated loan agreement dated May 30, 2007, with EPIC, Ronson Aviation's aircraft fuel supplier, for up to $500,000 in order to complete the construction of a new 19,200 sq. ft. aircraft storage hangar. The loan is secured by the aircraft hangar which also secures the guaranty of the short-term debt referred to in Note 3(b) above, and is guaranteed by the Company. The loan bears interest at the rate of 6.0% per annum, is payable through application of a $.0725 per gallon surcharge on all fuel purchased by Ronson Aviation from EPIC with a final payment due no later than June 5, 2013, and is subordinated to the Company's facilities with CIT. At December 31, 2007, fixed assets with a net book value of $5,181,000, accounts receivable and inventories of $4,878,000, and other noncurrent assets with a net book value of $355,000 were pledged as collateral for the debt detailed in Notes 3 and 4 above. Net assets of consolidated subsidiaries, excluding intercompany accounts, amounted to approximately $3,100,000 at December 31, 2007, substantially all of which were restricted as to transfer to the Company and its subsidiaries due to various covenants of their debt agreements at December 31, 2007. Long-term debt matures as follows: 2008, $423,000; 2009, $407,000; 2010, $401,000; 2011, $270,000; 2012, $102,000; and 2013-2017, $1,917,000. Note 5. LEASE OBLIGATIONS: Lease expenses consisting principally of office and warehouse rentals, totaled $604,000, $573,000, and $601,000 for the years ended December 31, 2007, 2006 and 2005, respectively. At December 31, 2007, the Company's future minimum lease payments under operating and capitalized leases with initial or remaining noncancellable lease terms in excess of one year are presented in the table below (in thousands):
Operating Capitalized Total Leases Leases ------ --------- ----------- Year Ending December 31: 2008 ............................................. $ 744 $ 459 $ 285 2009 ............................................. 574 336 238 2010 ............................................. 429 232 197 2011 ............................................. 219 162 57 2012 ............................................. 138 138 -- 2013 ............................................. 57 57 -- ------ ------ ----- Total obligations ................................ $2,161 $1,384 777 ====== ====== Less: Amount representing interest ............ 78 ----- Present value of capitalized lease obligations ... $ 699 =====
70 Capitalized lease property included in the Consolidated Balance Sheets is presented below (in thousands): December 31, 2007 2006 ------ ------ Machinery and equipment ............................. $1,499 $1,483 Less accumulated amortization ....................... 335 220 ------ ------ $1,164 $1,263 ====== ====== The Company has accounted for step rent provisions so that rent abatements are amortized over the life of the lease on a straight-line basis. The amount due under escalation charges (which are all related to operating expenses, real estate taxes and utilities) are expensed as incurred and included in minimum lease payments. The capital improvements funding provided to the Company by the lessor for the Company's South Brunswick, New Jersey warehouse, was capitalized in leasehold improvements and the debt included in long-term debt as reported in Note 4 above. Note 6. RETIREMENT PLANS: The Company and its subsidiaries have trusteed retirement plans covering substantially all employees. The Company's funding policy is to make minimum annual contributions as required by applicable regulations. The Plan covering union members generally provides benefits of stated amounts for each year of service. The Company's salaried pension plan provides benefits using a formula which is based upon employee compensation. On June 30, 1985, the Company amended its salaried pension plan so that benefits for future service would no longer accrue. A defined contribution plan was established on July 1, 1985, in conjunction with the amendments to the salaried pension plan. Plan assets primarily included common stocks (70%), fixed income securities (13%), 241,033 shares of common stock of the Company (8%), a guaranteed annuity contract (5%), and cash and money market accounts (4%). The stock of the Company held by the Plan was valued at $371,000 and $445,000 at December 31, 2007 and 2006, respectively. The benefit obligations below are equal to the accumulated benefit obligations. The following table sets forth the plan's aggregate funded status and amounts recognized in the Company's Consolidated Balance Sheets (in thousands): Year Ended December 31, 2007 2006 ------ ------ Change in Benefit Obligation: Benefit obligation at beginning of year .......... $4,678 $4,764 Service cost ..................................... 24 26 Interest cost .................................... 257 262 Actuarial loss ................................... 19 60 Benefits paid .................................... (451) (434) ------ ------ Benefit obligation at end of year ................ 4,527 4,678 ------ ------ Change in Plan Assets: Fair value of plan assets at beginning of year ... 4,961 4,053 Actual return on plan assets ..................... (74) 598 Employer contributions ........................... 238 744 Benefits paid .................................... (451) (434) ------ ------ Fair value of plan assets at end of year ......... 4,674 4,961 ------ ------ Funded status at end of year ..................... $ 147 $ 283 ====== ====== Amounts recognized in the Consolidated Balance Sheets consist of: Noncurrent Assets ................................ $ 147 $ 283 ------ ------ Net amount recognized ............................ $ 147 $ 283 ====== ====== 71 The weighted-average assumptions used in the benefit obligations were as follows: Year Ended December 31, 2007 2006 ---- ---- Discount rate ....................................... 5.92% 5.5% The Company's Consolidated Statements of Operations included pension expense consisting of the following components (in thousands): Year Ended December 31, 2007 2006 2005 ------ ----- ------ Components of net periodic benefit cost: Service cost ..................................... $ 24 $ 26 $ 31 Interest cost .................................... 257 262 266 Expected return on plan assets ................... (273) (202) (191) Amortization of prior service cost ............... 5 5 6 Recognized net actuarial loss .................... 213 255 226 ------ ----- ------ Net pension expense .............................. $ 226 $ 346 $ 338 ====== ===== ====== The detail of amounts included in Accumulated Other Comprehensive Loss is included in Note 12, Accumulated Other Comprehensive Loss. The weighted average assumptions used in computing the net period benefit cost were as follows: Year Ended December 31, 2007 2006 2005 ------ ----- ------ Discount rate ....................................... 5.5% 5.5% 5.5% Expected long-term rate of return on plan assets .... 5.5% 5.0% 5.0% The estimated net actuarial loss and prior service cost for the defined benefit pension plans that will be amortized from accumulated other comprehensive loss into net periodic benefit cost in 2008 are $239,000 and $5,000, respectively. The estimated prior service cost for the other defined benefit postretirement plan that will be amortized from accumulated other comprehensive loss into net periodic benefit cost in 2008 is $1,000. Contributions to the pension plan during 2008 are expected to be approximately $129,000. 72 Investment objectives for the Company's U.S. plan assets are to: (1) optimize the long-term return on plan assets at an acceptable level of risk; (2) maintain diversification across asset classes; (3) maintain control of the risk level within each asset class; and (4) focus on a long-term return objective. The Plan engages investment managers to manage the Plan's investments in equities, other than in the Company's stock and fixed income securities. Investment guidelines are established with each investment manager. Unless exceptions have been approved, investment managers are prohibited from buying or selling commodities, futures, or option contracts, as well as from short selling of securities. The Company does not expect to make further investments in the guaranteed annuity contract or in the stock of the Company. To determine the expected long-term rate of return assumption on plan assets, the Company uses a conservative estimate of future returns. The benefit payments expected to be paid in the next ten years, in thousands, are as follows: 2008 $ 452 2009 444 2010 442 2011 440 2012 440 2013-2017 2,141 The Company contributes to its defined contribution plan at the rate of 1% of each covered employee's compensation. The Company also contributes an additional amount equal to 50% of a covered employee's contribution to a maximum of 1% of compensation. Expenses of about $64,000, $62,000, and $62,000 for this plan were recorded in 2007, 2006, and 2005, respectively. Note 7. COMMITMENTS AND CONTINGENCIES: In December 1989 the Company adopted a plan to discontinue the operations of its wholly owned subsidiary, Ronson Metals Corporation, subsequently renamed Prometcor, Inc. ("Prometcor"). Upon the cessation of operations, Prometcor began its compliance with the environmental requirements of all applicable laws with the objective of selling the property previously used in the discontinued operations. The full extent of the costs and time required for completion is not determinable until the remediation, if any is required, and confirmatory testing related to the remaining groundwater matter have been completed and accepted by the New Jersey Department of Environmental Protection ("NJDEP"). The liability for these estimated costs and expenses as recorded in the financial statements at December 31, 2007, was approximately $500,000 based on the lower limit of the range of costs as projected by the Company and its consultants. The estimated upper limit of the range of costs was discounted at approximately $600,000 above the lower limit. 73 The long-term portion of the environmental liability related to Prometcor was discounted at the rate of 6% per annum. The aggregate undiscounted amount was approximately $273,000 as compared to the discounted amount of $181,000. The current portion, which would be expended in the year a plan is approved by the NJDEP, is $317,000. The undiscounted amount of the long-term portion is expected to be expended at the rate of about $24,000 in the first year following the approval by the NJDEP of a plan; about $11,000/year for an additional eighteen years; and about $10,000/year for an additional ten years. In 1999 Ronson Aviation completed the installation of a new fueling facility and ceased use of most of its former underground storage tanks. The primary underground fuel storage tanks formerly used by Ronson Aviation were removed in 1999 as required by the NJDEP. Related contaminated soil was removed and remediated. In 2000 initial groundwater tests were completed. Ronson Aviation's environmental consultants have advised the Company that preliminary results of that testing indicate that no further actions should be required. The extent of groundwater contamination cannot be determined until final testing has been completed and accepted by the NJDEP. The Company intends to vigorously pursue its rights under the leasehold and under the statutory and regulatory requirements. Since the amount of additional costs, if any, and their ultimate allocation cannot be fully determined at this time, an estimate of additional loss, or range of loss, if any, that is reasonably possible, cannot be made. Thus, the effect on the Company's financial position or results of future operations cannot yet be determined, but management believes that the effect will not be material. The Company is involved in various lawsuits and claims. While the amounts claimed may be substantial, the ultimate liability cannot now be determined because of the considerable uncertainties that exist. Therefore, it is possible that results of operations or liquidity in a particular period could be materially affected by certain contingencies. However, based on facts currently available including the insurance coverage that the Company has in place, management believes that the outcome of these lawsuits and claims will not have a material adverse effect on the Company's financial position. The Company has an employment contract with an officer of the Company which expires on December 31, 2009. Base salary in the years 2008 and 2009 are $544,341 and $563,393, respectively, with future increases subject to the Company reporting operating earnings in the year prior to each increase. The base salary in 2007 reflects a 5% reduction offered and accepted by Mr. Louis V. Aronson effective November 16, 2007; a 7% reduction offered and accepted by Mr. Louis V. Aronson effective October 1, 2005; and the increases due to Mr. Aronson under the terms of the contract on January 1, 2008, January 1, 2007, and January 1, 2006, were waived by him. The contract also provides for additional compensation and benefits, including a death benefit equal to two years' salary. The Company has purchased term life insurance for which the Company is the sole beneficiary to provide coverage for a substantial portion of the potential death benefit. 74 Note 8. PREFERRED STOCK: In 1998 the Company declared a dividend of one Preferred Stock Purchase Right ("Right") for each outstanding share of the Company's common stock. The Rights are not presently exercisable. Each Right entitles the holder, upon the occurrence of certain specified events, to purchase from the Company one one-thousandth of a share of Series A Preferred Stock at a purchase price of $20 per share. The Rights further provide that each Right will entitle the holder, upon the occurrence of certain other specified events, to purchase from the Company, common stock having a value of twice the exercise price of the Right and, upon the occurrence of certain other specified events, to purchase from another person into which the Company was merged or which acquired 50% or more of the Company's assets or earnings power, common stock of such other person having a value of twice the exercise price of the Right. The Rights may be generally redeemed by the Company at a price of $0.01 per Right. The Rights expire on October 27, 2008. Note 9. STOCK OPTIONS: The Company has two incentive stock option plans which provide for the grant of options to purchase shares of the Company's common stock. The options may be granted to officers, directors and other key employees of the Company and its subsidiaries at not less than 100% of the fair market value on the date on which options are granted. On November 27, 2001, the stockholders approved the adoption of the Company's 2001 Incentive Stock Option Plan which provides for the grant of options for up to 175,888 shares of common stock. In August 1996 the stockholders approved the adoption of the Company's 1996 Incentive Stock Option Plan which provides for the grant of options for up to 140,709 shares of common stock. Options may no longer be granted under the 1996 Incentive Stock Option Plan. Options granted under the plans are exercisable after six months from the date of the grant and within five years of the grant date, at which time such options expire. All options are vested on the date of the grant. The fair value of each option grant is estimated on the date of grant using the Black-Scholes option-pricing model average assumptions: Year Ended December 31, 2007 2006 2005 ------- ------- ------- Risk-free interest rate 3.44% 4.69% 4.31% Dividend yield 0% 0% 0% Volatility factor - expected market price of Company's common stock 0.67 0.63 0.46 Weighted average expected life of options 5 years 5 years 5 years 75 A summary of the Company's stock option activity and related information for the three years ended December 31, 2007, were as follows:
Weighted Number of Average Options Exercise Price --------- -------------- Outstanding at 12/31/04 ................ 111,378 $ 0.850 Expired .............................. (13,628) $ 0.850 ------- Outstanding at 12/31/05 ................ 97,750 $ 0.851 Exercised ............................ (55,882) $ 0.852 Expired .............................. (7,739) $ 0.856 ------- Outstanding at 12/31/06 ................ 34,129 $ 0.849 Granted .............................. 11,026 $ 1.846 Exercised ............................ (28,478) $ 0.849 Expired .............................. (5,651) $ 0.849 ------- Outstanding at 12/31/07 ................ 11,026 $ 1.846 ======= ======= Exercisable at 12/31/07 ................ 11,026 $ 1.846 ======= =======
Weighted average fair value of options granted during the year for options on which the exercise price: Equals the market price on the grant date $8,868 Exceeds the market price on the grant date N/A The exercise price for options outstanding as of December 31, 2007, was $1.846 per share. The weighted average contractual life of those options was 4.0 years. Note 10. STATEMENTS OF CASH FLOWS: Certificates of deposit that have a maturity of less than 90 days are considered cash equivalents for purposes of the accompanying Consolidated Statements of Cash Flows. Supplemental disclosures of cash flow information are as follows (in thousands): Year Ended December 31, 2007 2006 2005 ---- ---- ---- Cash Payments for: Interest $629 $502 $397 Income taxes 87 152 30 Financing & Investing Activities Not Affecting Cash: Capital lease obligations incurred 14 49 373 Equipment financed by seller -- 55 47 76 Note 11. INDUSTRY SEGMENTS INFORMATION: The Company has two reportable segments: consumer products and aviation services. The Company's reportable segments are strategic business units that offer different products and services. The consumer products segment produces packaged fuels, flints, refillable lighters and ignitors, torches, a candle, a penetrant spray lubricant, and a spot remover, which are distributed through distributors, food brokers, mass merchandisers, drug chains, convenience stores, and automotive and hardware representatives. Ronson Consumer Products is a principal supplier of packaged flints and lighter fuels in the United States and Canada. The aviation services segment represents the fueling and servicing of fixed wing aircraft and helicopters, and rental of hangar and office space. The aircraft product and services are sold through Company sales personnel. Ronson Aviation provides a wide range of general aviation services to the general public and to government agencies located in the vicinity of its facilities in Trenton, New Jersey. The accounting policies of the segments are the same as those described in the summary of significant accounting policies. The Company evaluates performance based on profit or loss before intercompany charges and income taxes. Financial information by industry segment is summarized below (in thousands):
2007 2006 2005 ------- ------- ------- Net sales: Consumer Products ................................... $13,883 $16,870 $15,664 Aviation Services ................................... 12,363 12,374 10,899 ------- ------- ------- Consolidated ...................................... $26,246 $29,244 $26,563 ======= ======= ======= Earnings (loss) before interest, other items, and intercompany charges: Consumer Products ................................... $ 269 $ 1,243 $ 1,347 Aviation Services ................................... 1,612 1,660 1,435 ------- ------- ------- Total Reportable Segments ........................... 1,881 2,903 2,782 Corporate and others ................................ (1,815) (1,719) (1,799) Other charges ....................................... (28) (91) (95) ------- ------- ------- Consolidated ...................................... $ 38 $ 1,093 $ 888 ======= ======= ======= Interest expense: Consumer Products ................................... $ 406 $ 290 $ 195 Aviation Services ................................... 44 24 50 ------- ------- ------- Total Reportable Segments ........................... 450 314 245 Corporate and others ................................ 83 162 228 ------- ------- ------- Consolidated ...................................... $ 533 $ 476 $ 473 ======= ======= ======= Depreciation and amortization: Consumer Products ................................... $ 498 $ 412 $ 379 Aviation Services ................................... 193 199 324 ------- ------- ------- Total Reportable Segments ........................... 691 611 703 Corporate and others ................................ 49 45 35 ------- ------- ------- Consolidated ...................................... $ 740 $ 656 $ 738 ======= ======= ======= Earnings (loss) before intercompany charges and taxes: Consumer Products ................................... $ (254) $ 946 $ 1,126 Aviation Services ................................... 1,539 1,606 1,381 ------- ------- ------- Total Reportable Segments ........................... 1,285 2,552 2,507 Corporate and others ................................ (2,091) (2,172) (2,272) Other charges ....................................... (28) (91) (95) Nonrecurring loss ................................... -- -- (642) ------- ------- ------- Consolidated ...................................... $ (834) $ 289 $ (502) ======= ======= ======= Segment assets: Consumer Products ................................... $ 7,829 $ 7,640 $ 7,224 Aviation Services ................................... 5,302 4,506 2,745 ------- ------- ------- Total Reportable Segments ........................... 13,131 12,146 9,969 Corporate and others ................................ 1,329 1,550 1,594 Discontinued operations ............................. 941 1,024 1,092 ------- ------- ------- Consolidated ...................................... $15,401 $14,720 $12,655 ======= ======= ======= Segment expenditures for long-lived assets: Consumer Products ................................... $ 118 $ 155 $ 625 Aviation Services ................................... 990 2,032 379 ------- ------- ------- Total Reportable Segments ........................... 1,108 2,187 1,004 Corporate and others ................................ 3 102 13 ------- ------- ------- Consolidated ...................................... $ 1,111 $ 2,289 $ 1,017 ======= ======= =======
77 Geographic information regarding the Company's net sales and long-lived assets was as follows (in thousands):
Year Ended December 31, 2007 2006 2005 ------- ------- ------- Net sales (1): United States ....................................... $23,892 $25,831 $24,580 Canada .............................................. 2,047 1,949 1,635 Other foreign countries ............................. 307 1,464 348 ------- ------- ------- $26,246 $29,244 $26,563 ======= ======= =======
December 31, 2007 2006 ------- ------- Long-lived assets: United States ....................................... $ 6,267 $ 5,732 Canada .............................................. 51 40 ------- ------- $ 6,318 $ 5,772 ======= ======= (1) Net sales are attributed to countries based on location of customer. Information regarding the Company's net sales by product category was as follows (in thousands):
Year Ended December 31, 2007 2006 2005 ------- ------- ------- Packaged fuels, flints, lighters and torches .......... $13,831 $16,803 $15,574 Other consumer products ............................... 52 67 90 Aircraft .............................................. 1,269 1,796 -- Charter services (2) .................................. -- -- 358 Aviation fuels and other aviation products and services ........................................... 11,094 10,578 10,541 ------- ------- ------- $26,246 $29,244 $26,563 ======= ======= =======
78 (2) The charter business of Ronson Aviation was sold in September 2005. In the financial information by industry segment above, Corporate and Others is primarily composed of general and administrative expenses of the parent company. Expense categories included salaries and benefits costs; professional fees; the pension expense of the former defined benefit plans (included only in Earnings (Loss) before Intercompany Charges and Taxes) and shareholder relations expenses, among others. The Company performs ongoing credit evaluations of its customers' financial condition and generally requires no collateral from its customers. For the years ended December 31, 2006 and 2005, Net Sales which amounted to approximately $3,809,000 and $3,697,000, respectively, of Consolidated Net Sales were made by Ronson Consumer Products to one customer. As of December 31, 2007 and 2006, accounts receivable from that customer amounted to approximately 13% and 29%, respectively, of Consolidated Accounts Receivable. No customer accounted for more than 10% of Net Sales for the year ended December 31, 2007, and no other customer accounted for more than 10% of Consolidated Accounts Receivable at December 31, 2007 and 2006. Note 12. ACCUMULATED OTHER COMPREHENSIVE LOSS: Comprehensive loss (income) is included in the Statements of Consolidated Stockholders' Equity. The components of Accumulated Other Comprehensive Loss as shown on the Consolidated Balance Sheets were as follows (in thousands):
Foreign Accumulated Currency Net Prior Cash Other Translation Pension Service Flow Hedging Comprehensive Adjustments Loss Cost Adjustment Loss ----------- ------- --------- ------------ ------------- Balance at December 31, 2004 ....... $(51) $ 1,482 $ -- $ 10 $1,441 Current period loss (gain) ......... (17) 454 -- (37) 400 Recognized as components of net periodic benefit cost ............ -- (226) -- -- (226) Income tax expense (benefit) ....... 7 (91) -- 14 (70) ---- ------- ---- ---- ------ Balance at December 31, 2005 ....... (61) 1,619 -- (13) 1,545 Adjustment to initially apply FASB Statement No. 158 ................ -- -- 65 -- 65 Current period loss (gain) ......... 81 (335) -- 21 (233) Recognized as components of net periodic benefit cost ............ -- (257) -- -- (257) Income tax expense (benefit) ....... (33) 236 (26) (8) 169 ---- ------- ---- ---- ------ Balance at December 31, 2006 ....... (13) 1,263 39 -- 1,289 Current period loss (gain) ......... (46) 365 (8) -- 311 Recognized as components of net periodic benefit cost ............ -- (213) (6) -- (219) Income tax expense (benefit) ....... 18 (61) 7 -- (36) ---- ------- ---- ---- ------ Balance at December 31, 2007 ....... $(41) $ 1,354 $ 32 $ -- $1,345 ==== ======= ==== ==== ======
79 Note 13. CONCENTRATIONS: During 2007 and at December 31, 2007, the Company and three of its subsidiaries had cash deposits in banks in excess of FDIC and CDIC insured limits. The Company periodically reviews the financial condition of the bank to minimize its exposure. Ronson Consumer Products currently purchases lighter products and torches from manufacturers in Peoples Republic of China and Taiwan. Since there are a number of sources of similar lighter products, management believes that other suppliers could provide lighters on comparable terms. A change of suppliers, however, might cause a delay in delivery of the Company's lighter products and torches and, possibly, a short-term loss in sales which could have a short-term adverse effect on operating results. Note 14. RELATED PARTY TRANSACTIONS: Prior to 2005, Mr. Carl W. Dinger III, a minority shareholder, entered into a consulting agreement and an option agreement with the Company whereby Mr. Dinger would provide certain consulting services. The option and consulting agreements expired July 7, 2007 and were not renewed. Notwithstanding, Mr. Dinger received compensation for these services in the amounts of $39,060, $78,120, and $84,000 during the years ended December 31, 2007, 2006, and 2005, respectively. In addition, Mr. Dinger had granted the Company an option to acquire his shares in the Company. For the years 2007, 2006, and 2005, the option cost was $4,000 a month. Effective January 1, 2005, Mr. Dinger owned 590,082 shares of the Company, for which Mr. Dinger would receive $5.35 per share as the exercise price. Mr. Dinger had also granted the Company's Board of Directors an irrevocable proxy to vote these shares during the term of the option. The Company's cost for the option agreement was $24,000, $48,000, and $48,000 during each of the years ended December 31, 2007, 2006, and 2005, respectively. The Company incurred costs for consulting services under an agreement with a director of the Company (two in 2006 and three in 2005) of $24,000, $31,000, and $112,000, in the years ended December 31, 2007, 2006 and 2005, respectively. The Company incurred costs for printing services from Michael Graphics, Inc., of $62,000, $67,000, and $57,000 in the years ended December 31, 2007, 2006, and 2005, respectively. A greater than 10% shareholder of Michael Graphics, Inc., is the son-in-law of the Company's president. In the third quarter of 2007, the Company's President and CEO provided a loan to the Company of $30,000, due on demand with interest at the prime rate. 80 Note 15. QUARTERLY FINANCIAL DATA: Presented below is a schedule of selected quarterly consolidated financial information for each of the two years in the period ending December 31, 2007. (Dollars in thousands, except per share amounts)
First Second Third Fourth Total Quarter Quarter Quarter Quarter Year -------- -------- -------- -------- -------- Year Ended December 31, 2007 ---------------------------- Net sales $ 6,097 $ 6,543 $ 6,606 $ 7,000 $ 26,246 Gross Profit (a) $ 1,939 $ 1,850 $ 1,806 $ 2,130 $ 7,725 Net loss $ (92) $ (245) $ (198) $ (62) $ (597) Loss per share Basic $ (0.02) $ (0.05) $ (0.04) $ (0.01) $ (0.12) Diluted $ (0.02) $ (0.05) $ (0.04) $ (0.01) $ (0.12) Other income (expense) included in net loss (b), (c) $ 21 $ 5 $ (37) $ (6) $ (17) Year Ended December 31, 2006 ---------------------------- Net sales $ 7,342 $ 7,841 $ 7,488 $ 6,573 $ 29,244 Gross Profit (a) $ 2,237 $ 2,385 $ 2,071 $ 2,277 $ 8,970 Net earnings (loss) $ 78 $ 25 $ 51 $ (87) $ 67 Earnings (loss) per share Basic $ 0.02 $ 0.00 $ 0.01 $ (0.02) $ 0.01 Diluted $ 0.02 $ 0.00 $ 0.01 $ (0.02) $ 0.01 Other (expense) included in net earnings (loss) (b), (c) $ (18) $ (24) $ (6) $ (7) $ (55)
(a) Net Sales, less Cost of Sales, less a portion of Depreciation and Amortization (b) Items are presented net of income tax effect (c) The costs included in the 2007 and 2006 quarters were the legal fees incurred as a result of the derivative action and a second lawsuit filed by the same shareholder 81 FORM 10-K -- ITEM 15 (a) (2) and (d) RONSON CORPORATION AND ITS WHOLLY OWNED SUBSIDIARIES LIST OF FINANCIAL STATEMENT SCHEDULES Schedule I Condensed Financial Information of Company Schedule II Valuation and Qualifying Accounts 82 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM ------------------------------------------------------- The Board of Directors Ronson Corporation: Under date of March 27, 2008, we reported on the consolidated balance sheets of Ronson Corporation and subsidiaries as of December 31, 2007 and 2006, 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, 2007 as contained in the annual report on Form 10-K for the year 2007. In connection with our audits of the aforementioned consolidated financial statements, we also audited the related financial statement schedules as listed in the accompanying index. These financial statement schedules are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statement schedules based on our audits. In our opinion, the related financial statement schedules, when considered in relation to the basic consolidated financial statements taken as a whole, present fairly, in all material respects, the information set forth therein. DEMETRIUS & COMPANY, L.L.C. Wayne, New Jersey March 27, 2008 83 SCHEDULE I - CONDENSED FINANCIAL INFORMATION OF REGISTRANT RONSON CORPORATION -------------------------------------------------------------------------------- CONDENSED BALANCE SHEETS (dollars in thousands) December 31, -------------------- 2007 2006 -------- -------- ASSETS ------ CURRENT ASSETS: Cash ................................................... $ 22 $ 10 Other current assets ................................... 201 288 -------- -------- Total Current Assets ............................. 223 298 Property, plant, and equipment ......................... 267 266 Less accumulated depreciation and amortization ......... 200 173 -------- -------- 67 93 Other assets ........................................... 4,588 5,355 -------- -------- TOTAL ASSETS ........................................... $ 4,878 $ 5,746 ======== ======== LIABILITIES AND STOCKHOLDERS' EQUITY ------------------------------------ CURRENT LIABILITIES: Short-term debt ........................................ $ 30 $ -- Current portion of long-term debt ...................... 19 18 Accounts payable ....................................... 478 257 Other current liabilities .............................. 234 217 -------- -------- Total Current Liabilities ........................ 761 492 Long-term debt ......................................... 9 27 Other long-term liabilities ............................ 1,121 1,601 COMMITMENTS AND CONTINGENCIES STOCKHOLDERS' EQUITY: Common stock ........................................... 5,173 5,144 Additional paid-in capital ............................. 29,997 30,012 Accumulated deficit .................................... (29,241) (28,644) Accumulated other comprehensive loss ................... (1,345) (1,289) -------- -------- 4,584 5,223 Less cost of treasury shares: 2006 and 2005, 84,799 ............................... 1,597 1,597 -------- -------- 2,987 3,626 -------- -------- TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY ............. $ 4,878 $ 5,746 ======== ======== The Notes to Consolidated Financial Statements of Ronson Corporation and Its Wholly Owned Subsidiaries are an integral part of these statements. See accompanying Notes to Condensed Financial Information of Registrant. 84 SCHEDULE I - CONDENSED FINANCIAL INFORMATION OF REGISTRANT RONSON CORPORATION -------------------------------------------------------------------------------- CONDENSED STATEMENTS OF OPERATIONS (dollars in thousands)
Year Ended December 31, ------------------------------ 2007 2006 2005 -------- -------- ------- Management administration (from wholly owned subsidiaries eliminated in consolidation) ......................... $ 2,373 $ 2,380 $ 1,586 -------- -------- ------- Costs and expenses: General and administrative expenses .................. 1,843 1,810 1,893 Interest expense (includes intercompany interest expense of $1, $75 and $100 in 2007, 2006 and 2005, respectively, eliminated in consolidation) ......... 83 162 228 Non-operating expense - net .......................... 192 291 296 -------- -------- ------- 2,118 2,263 2,417 -------- -------- ------- EARNINGS (LOSS) BEFORE INCOME TAXES AND EQUITY IN NET EARNINGS (LOSS) OF SUBSIDIARIES ...................... 255 117 (831) Income tax provisions (benefit) ......................... 157 69 (367) Equity in net earnings (loss) of subsidiaries ........... (695) 19 131 -------- -------- ------- NET EARNINGS (LOSS) ..................................... $ (597) $ 67 $ (333) ======== ======== =======
The Notes to Consolidated Financial Statements of Ronson Corporation and Its Wholly Owned Subsidiaries are an integral part of these statements. See accompanying Notes to Condensed Financial Information of Registrant. 85 SCHEDULE I - CONDENSED FINANCIAL INFORMATION OF REGISTRANT RONSON CORPORATION -------------------------------------------------------------------------------- CONDENSED STATEMENTS OF CASH FLOWS (dollars in thousands)
Year Ended December 31, ------------------------- 2007 2006 2005 ------ ------ ------- Cash Flows from Operating Activities: Net earnings (loss) ........................................ $ (597) $ 67 $ (333) Adjustments to reconcile net earnings (loss) to net cash provided by operating activities: Equity in net (earnings) loss of subsidiaries ........... 695 (19) (131) Depreciation and amortization ........................... 49 45 35 Stock option expense .................................... 12 -- -- Deferred income tax expenses (benefit) .................. 60 164 (214) Increase (decrease) in cash from changes in current assets and current liabilities ................ 325 (232) (77) Increase in net advances to (from) subsidiaries ......... (441) 435 1,352 Net change in pension-related accounts .................. (17) (429) (538) Other ................................................... (86) 35 37 ------ ------ ------- Net cash provided by operating activities ............. -- 66 131 ------ ------ ------- Cash Flows from Investing Activities: Capital expenditures ....................................... (3) (48) (13) Proceeds from disposal of property, plant & equipment ...... -- 12 -- ------ ------ ------- Net cash used in investing activities ................. (3) (36) (13) ------ ------ ------- Cash Flows from Financing Activities: Proceeds from short-term debt .............................. 30 -- -- Proceeds from issuance of common stock ..................... 26 47 -- Payments of long-term debt ................................. (17) (19) (21) Payments of dividends ...................................... -- -- (84) Cost of stock option agreement ............................. (24) (48) (48) ------ ------ ------- Net cash provided by (used in) financing activities ... 15 (20) (153) ------ ------ ------- Net increase (decrease) in cash ............................ 12 10 (35) Cash at beginning of year .................................. 10 -- 35 ------ ------ ------- Cash at end of year ........................................ $ 22 $ 10 $ -- ====== ====== =======
The Notes to Consolidated Financial Statements of Ronson Corporation and Its Wholly Owned Subsidiaries are an integral part of these statements. See accompanying Notes to Condensed Financial Information of Registrant. 86 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, 2007. The Company's wholly owned subsidiaries in the condensed financial statements are accounted for by the equity method of accounting. The Company has authorized 11,848,106 shares of common stock with a par value of $1.00, of which 5,083,539 and 5,054,977 were outstanding at December 31, 2007 and 2006, respectively, adjusted for a 5% stock dividend declared February 1, 2008. NOTE B: Other Assets and Other Liabilities. December 31, (in thousands) 2007 2006 ------- ------- Other Assets Investment in subsidiaries $ 3,549 $ 4,196 Deferred income tax assets, net 675 663 Other 364 496 ------- ------- $ 4,588 $ 5,355 ======= ======= Other Liabilities Net advances from subsidiaries $ 1,116 $ 1,592 Other 5 9 ------- ------- $ 1,121 $ 1,601 ======= ======= Investment in subsidiaries was eliminated in consolidation. The net advances from subsidiaries of $1,116,000 and $1,592,000 at December 31, 2007 and 2006, respectively, were eliminated in consolidation. NOTE C: Unrecognized Net Loss on Pension Plans. FAS #87 requires that if the additional minimum liability recorded exceeds unrecognized prior service cost and the unrecognized net obligation at transition, that difference, an unrecognized net loss, is to be reported, net of tax, as a separate component of Stockholders' Equity. This unrecognized net loss is being amortized over future periods as a component of pension expense. NOTE D: Income Taxes. The Company and its domestic subsidiaries have elected to allocate consolidated federal income taxes on the separate return method. Under this method of allocation, income tax expenses (benefits) are allocated to the Company and each subsidiary based on its taxable income (loss) and net operating loss carryforwards. In accordance with SFAS #109, "Accounting for Income Taxes" the Company is to record a deferred income tax asset for net operating loss and credit carryforwards when the ultimate realization is more likely than not. In 2007, 2006 and 2005, the Company and its subsidiaries recorded the expense (benefits) of net deferred income tax assets of $(244,000), $128,000, and $(235,000), respectively, of which $60,000, $164,000, and $(214,000), respectively, were allocated to the Company. 87 NOTE E: Statements of Cash Flows. Certificates of deposit that have a maturity of less than 90 days are considered cash equivalents for purposes of the accompanying Condensed Statements of Cash Flows. 88 SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS (in thousands)
Additions ----------------------- Balance at Charged to Charged to Balance beginning of costs and other at end Description period expenses accounts Deductions (1) of period ------------------------------------------------------------------------------------------------------- Allowance for doubtful accounts Year ended 12/31/07 $102 $(34) $ -- $ 1 $ 67 Year ended 12/31/06 $107 $ -- $ -- $ 5 $ 102 Year ended 12/31/05 $ 84 $ 48 $ -- $25 $ 107
(1) Uncollectible accounts written off, net of recoveries. 89