-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, F8x8j38wrU29nBYcoWOivMJGBP1vqn6iFLSx1ruC98fWkGhIAaZGqlWZG00mWJJw +BpjnzVYr2pnIXieChrUwg== 0000914317-09-001238.txt : 20090522 0000914317-09-001238.hdr.sgml : 20090522 20090522125001 ACCESSION NUMBER: 0000914317-09-001238 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20090522 ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20090522 DATE AS OF CHANGE: 20090522 FILER: COMPANY DATA: COMPANY CONFORMED NAME: RONSON CORP CENTRAL INDEX KEY: 0000084919 STANDARD INDUSTRIAL CLASSIFICATION: MISCELLANEOUS CHEMICAL PRODUCTS [2890] IRS NUMBER: 220743290 STATE OF INCORPORATION: NJ FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-01031 FILM NUMBER: 09848155 BUSINESS ADDRESS: STREET 1: CORPORATE PARK III CAMPUS DR STREET 2: PO BOX 6707 CITY: SOMERSET STATE: NJ ZIP: 08875-6707 BUSINESS PHONE: 7324698300 FORMER COMPANY: FORMER CONFORMED NAME: ART METAL WORKS INC DATE OF NAME CHANGE: 19680429 8-K 1 form8k-101214_ronc.txt 8-K SECURITIES & EXCHANGE COMMISSION WASHINGTON, D.C. 20549 --------------------------------- FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported) May 22, 2009 ------------ RONSON CORPORATION - -------------------------------------------------------------------------------- (Exact name of registrant as specified in its charter) New Jersey 1-1031 22-0743290 - -------------------------------------------------------------------------------- (State or other jurisdiction (Commission (IRS Employer of incorporation) File Number) Identification No.) Corporate Park III, Campus Dr., P.O. Box 6707, Somerset, NJ 08875-6707 - -------------------------------------------------------------------------------- (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code (732) 469-8300 -------------- Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions: [_] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) [_] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) [_] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) [_] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) Page 2 of 6 RONSON CORPORATION FORM 8-K INDEX PAGE ---- ITEM 2.02 RESULTS OF OPERATIONS AND FINANCIAL CONDITION 3 ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS 3 Page 3 of 6 Item 2.02 Results of Operations and Financial Condition On May 19, 2009, the Company issued a press release in the form attached as Exhibit 99.a, which is incorporated herein by reference. Item 9.01. Financial Statements and Exhibits a) Financial Statements: None. b) Pro Forma Financial Information: None. c) Exhibits: 99.a) RONSON REPORTS SALES AND RESULTS OF OPERATIONS IN THE FIRST QUARTER OF 2009 SIGNATURE --------- Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. Ronson Corporation /s/Daryl K. Holcomb ------------------------- Daryl K. Holcomb Vice President, Chief Financial Officer & Controller Dated: May 22, 2009 EX-99.A 2 ex99a.txt EX-99.A Exhibit 99.a) Page 4 of 6 RONSON REPORTS SALES AND RESULTS OF OPERATIONS IN THE FIRST QUARTER OF 2009 Somerset, N.J., May 19, 2009 - Ronson Corporation (Over-the-Counter RONC) (the "Company") today reported its Net Sales and Results of Operations for the first quarter 2009 in comparison with the first quarter 2008. In March, the Company announced its plan to divest Ronson Aviation, Inc. On May 18, 2009, the Company announced that it has entered into an agreement to sell substantially all of the assets of the wholly-owned subsidiary, Ronson Aviation. Therefore, the operations of Ronson Aviation have been classified as discontinued in the Consolidated Statements of Operations below. The results of continuing operations include the Company and Ronson Consumer Products. The Company's continuing operations had Net Sales of $1,742,000 in the first quarter of 2009 as compared to $3,345,000 in the first quarter of 2008. The Company's Loss from Continuing Operations of $1,578,000 in the first quarter of 2009 compares to a loss of $630,000 in the first quarter of 2008. The Loss from Continuing Operations before Taxes in the first quarter of 2009 of $2,453,000 includes professional fees of $614,000 ($32,000 charged to discontinued operations) related to the Company's financing with its principal lender, Wells Fargo. In addition, the Loss from Continuing Operations before Taxes in the first quarter of 2009 includes a forbearance fee earned by Wells Fargo of $450,000. Ronson Corporation's operations include its wholly-owned subsidiaries: 1) Ronson Consumer Products Corporation in Woodbridge, N.J., and Ronson Corporation of Canada Ltd., manufacturers and marketers of Ronson consumer products; and 2) Ronson Aviation, Inc., a fixed-base operator at Trenton-Mercer Airport, Trenton, N.J., providing fueling, sales/services of aircraft, avionics and hangar/office leasing. - MORE - Exhibit 99.a) Page 5 of 6 RONSON CORPORATION CONSOLIDATED STATEMENTS OF OPERATIONS 2009 2008 ---- ---- For The Quarter Ended March 31: - ------------------------------- Net sales $ 1,742,000 $ 3,345,000 Cost and expenses: Cost of sales 1,533,000 2,150,000 Selling, shipping and advertising 649,000 906,000 General and administrative 1,191,000(1) 735,000 Depreciation 90,000 105,000 ----------- ----------- 3,463,000 3,896,000 Loss from continuing operations before other expenses: (1,721,000) (551,000) Other expenses: Interest expense 104,000 134,000 Financing costs 450,000(2) -- Other-net 178,000 98,000 ----------- ----------- Other expenses 732,000 232,000 Loss from continuing operations before taxes (2,453,000) (783,000) Income tax benefits (875,000) (153,000) ----------- ----------- Loss from continuing operations (1,578,000) (630,000) Earnings from discontinued operations, net of tax 167,000(1) 369,000(3) (3) ----------- ----------- Net Loss $(1,411,000) $ (261,000) =========== =========== Net earnings (loss) per common share (4): Continuing operations $ (0.31) $ (0.12) Discontinued operations 0.03 0.07 Basic $ (0.28) $ (0.05) Continuing operations $ (0.31) $ (0.12) Discontinued operations 0.03 0.07 Diluted $ (0.28) $ (0.05) Average common shares outstanding: Basic 5,084,000 5,084,000 Diluted 5,084,000 5,084,000 FOOTNOTES - --------- (1) In the first quarter of 2009, General and Administrative Expenses included consulting fees totaling $345,000 charged by Getzler Henrich & Associates, LLC ("Getzler Henrich"), a corporate turnaround and restructuring firm. In addition, the General and Administrative Expenses included the accrual of a signing bonus to Getzler Henrich of $200,000. Joel Getzler of Getzler Henrich was engaged as Chief Restructuring Officer of the Company on March 30, 2009. The General and Administrative Expenses also included legal expenses related to the Wells Fargo financing of $69,000 in the first quarter of 2009, and $32,000 was charged against Earnings from Discontinued Operations. - MORE - Exhibit 99.a) Page 6 of 6 (2) On March 30, 2009, the Company entered into a forbearance agreement with Wells Fargo, the Company's principal lender. As part of that agreement, Wells Fargo charged a forbearance fee of $450,000. (3) In the first quarter of 2009, the Company commenced plans to divest Ronson Aviation. As a result, the operation of Ronson Aviation has been classified as discontinued in all periods presented. (4) Diluted Net Loss per Common Share includes the dilutive effect of outstanding stock options. The stock options were anti-dilutive for the quarters ended March 31, 2009 and 2008 and, therefore, were excluded from the computation of Diluted Net Loss per Common Share for those periods. This press release contains forward-looking statements that anticipate results based on management's plans and expectations that are subject to uncertainty. Forward-looking statements are based on current expectation of future events. The Company cannot ensure that any forward-looking statement will be accurate, although the Company believes that it has been reasonable in its expectations and assumptions. If underlying assumptions prove inaccurate or that unknown risks or uncertainties materialize, actual results could vary materially from our projections. Investors should understand that it is not possible to predict or identify all such factors and should not consider this to be a complete statement of all potential risks and uncertainties. The Company assumes no obligation to update any forward-looking statements as a result of future events or developments. COMPANY CONTACT: DARYL K. HOLCOMB (732) 469-8300 -----END PRIVACY-ENHANCED MESSAGE-----