RONSON CORP
10-Q, 1995-11-14
MISCELLANEOUS CHEMICAL PRODUCTS
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                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM 10-Q

                  QUARTERLY REPORT UNDER SECTION 13 OR 15 (d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934


                        For Quarter Ended  September 30, 1995
                                          -------------------

                         Commission File Number 1-1031
                                                ------

                               RONSON CORPORATION
             ------------------------------------------------------
             (Exact name of Registrant as specified in its charter)


               New Jersey                          22-0743290
    -------------------------------            -------------------
    (State or other jurisdiction of            (I.R.S. Employer
    incorporation or organization)             Identification No.)


       Corporate Park III-Campus Drive, P.O. Box 6707, Somerset, NJ 08875
       ------------------------------------------------------------------
            (Address of principal executive offices)           (Zip Code)


                                 (908) 469-8300
              ----------------------------------------------------
              (Registrant's telephone number, including area code)


Indicate by check mark whether the Registrant (1) has filed all reports required
to be filed  by  Section  13 or 15 (d) of the  Securities  Exchange  Act of 1934
during the preceding 12 months (or for such shorter  period that the  Registrant
was  required  to file such  reports),  and (2) has been  subject to such filing
requirements for the past 90 days.
Yes [ X ]    No [  ]

As of September 30, 1995, there were 1,732,874 shares of the Registrant's common
stock outstanding.
<PAGE>
                               RONSON CORPORATION

                                FORM 10-Q INDEX


PART I - FINANCIAL INFORMATION:

         CONSOLIDATED BALANCE SHEETS:

                SEPTEMBER 30, 1995 AND DECEMBER 31, 1994

         CONSOLIDATED STATEMENTS OF EARNINGS:

                QUARTER ENDED SEPTEMBER 30, 1995 AND 1994

                NINE MONTHS ENDED SEPTEMBER 30, 1995 AND 1994

        CONSOLIDATED STATEMENTS OF CASH FLOWS:

                NINE MONTHS ENDED SEPTEMBER 30, 1995 AND 1994

        NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

        MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                RESULTS OF OPERATIONS AND FINANCIAL
                CONDITION


PART II - OTHER INFORMATION:

          ITEM 1 - LEGAL PROCEEDINGS

          ITEM 6 - EXHIBITS AND REPORTS ON FORM 8-K
<PAGE>
<TABLE>
<CAPTION>
              RONSON CORPORATION AND ITS WHOLLY OWNED SUBSIDIARIES
                          CONSOLIDATED BALANCE SHEETS
              ----------------------------------------------------
                           (in thousands of dollars)

                                                        September 30,  December 31,
                                                            1995           1994
                                                         (unaudited)
                                                        -------------  ------------
<S>                                                       <C>          <C>
                         ASSETS
CURRENT ASSETS:
Cash .................................................    $    103     $    186
Accounts receivable - net ............................       1,931        1,697
Inventories:
  Finished goods .....................................       4,340        4,650
  Work in process ....................................         159           76
  Raw materials ......................................         757          772
                                                          --------     --------
                                                             5,256        5,498
Other current assets .................................         596          690
Current assets of discontinued operations ............         336           97
                                                          --------     --------
      TOTAL CURRENT ASSETS ...........................       8,222        8,168
                                                          --------     --------

Property, plant and equipment, at cost:
  Land ...............................................          19           19
  Buildings and improvements .........................       3,456        3,360
  Machinery and equipment ............................       3,001        2,902
  Construction in progress ...........................          30            5
                                                          --------     --------
                                                             6,506        6,286
Less accumulated depreciation and amortization .......       4,311        4,049
                                                          --------     --------
                                                             2,195        2,237
Intangible pension assets ............................         416          463
Other assets .........................................         974          588
Other assets of discontinued operations ..............         431          431
                                                          --------     --------
                                                          $ 12,238     $ 11,887
                                                          ========     ========
</TABLE>
See notes to consolidated financial statements.
<PAGE>
<TABLE>
<CAPTION>
              RONSON CORPORATION AND ITS WHOLLY OWNED SUBSIDIARIES
                    CONSOLIDATED BALANCE SHEETS (Continued)
              ----------------------------------------------------
                           (in thousands of dollars)

                                                        September 30,  December 31,
                                                            1995           1994
                                                         (unaudited)
                                                        -------------  ------------
<S>                                                       <C>          <C>     

         LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
Short-term debt ......................................    $  3,239     $  2,750
Current portion of long-term debt ....................         183          553
Current portion of lease obligations .................          41           58
Current portion of pension obligations ...............       1,451        1,913
Accounts payable .....................................       1,437        1,693
Accrued expenses .....................................       1,727        2,044
Current liabilities of discontinued operations .......         324          584
                                                          --------     --------
      TOTAL CURRENT LIABILITIES ......................       8,402        9,595
                                                          --------     --------

Long-term debt .......................................         494         --
Pension obligations ..................................         238          559
Other long-term liabilities ..........................         331          461
Long-term liabilities of discontinued operations .....          95          101

STOCKHOLDERS' EQUITY:
Preferred stock ......................................           9            9
Common stock .........................................       1,795        1,768
Additional paid-in capital ...........................      30,333       30,329
Accumulated deficit ..................................     (26,376)     (27,721)
Unrecognized net loss on pension plans ...............      (1,480)      (1,595)
Cumulative foreign currency translation adjustment ...         (10)         (26)
                                                          --------     --------
                                                             4,271        2,764
Less cost of treasury shares .........................       1,593        1,593
                                                          --------     --------
                                                             2,678        1,171
                                                          --------     --------
                                                          $ 12,238     $ 11,887
                                                          ========     ========
</TABLE>
See notes to consolidated financial statements.
<PAGE>
<TABLE>
<CAPTION>
                 RONSON CORPORATION AND ITS WHOLLY OWNED SUBSIDIARIES
                         CONSOLIDATED STATEMENTS OF EARNINGS
              -----------------------------------------------------------                                                          -
              (in thousands of dollars except per share data) (unaudited)

                                                              Quarter Ended
                                                              September 30,
                                                         ----------------------
                                                           1995           1994
                                                         -------        -------
<S>                                                      <C>            <C>    
NET SALES ........................................       $ 7,181        $ 7,629
                                                         -------        -------
Cost and expenses:
  Cost of sales ..................................         4,951          5,339
  Selling, shipping and advertising ..............           772            848
  General and administrative .....................           749            922
  Depreciation and amortization ..................            86             82
                                                         -------        -------
                                                           6,558          7,191
                                                         -------        -------

EARNINGS FROM OPERATIONS .........................           623            438
                                                         -------        -------
Other income (expense):
  Interest expense ...............................          (137)           (74)
  Other-net ......................................           (71)           (45)
                                                         -------        -------
                                                            (208)          (119)
                                                         -------        -------

EARNINGS BEFORE INCOME TAXES .....................           415            319

Income tax benefit-net ...........................            93           --
                                                         -------        -------

NET EARNINGS .....................................       $   508        $   319
                                                         =======        =======

NET EARNINGS PER COMMON SHARE:

  Assuming no dilution ...........................       $  0.27        $  0.16
                                                         =======        =======

  Assuming full dilution .........................       $  0.20        $  0.12
                                                         =======        =======
</TABLE>
         See notes to consolidated financial statements.
<PAGE>
<TABLE>
<CAPTION>
              RONSON CORPORATION AND ITS WHOLLY OWNED SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF EARNINGS
         -------------------------------------------------------------
          (in thousands of dollars except per share data) (unaudited)

                                                          Nine Months Ended
                                                             September 30,
                                                       ------------------------
                                                         1995            1994
                                                       --------        --------
<S>                                                    <C>             <C>     
NET SALES ......................................       $ 21,329        $ 19,571
                                                       --------        --------
Cost and expenses:
  Cost of sales ................................         14,619          13,466
  Selling, shipping and advertising ............          2,562           2,315
  General and administrative ...................          2,412           2,455
  Depreciation and amortization ................            258             248
                                                       --------        --------
                                                         19,851          18,484
                                                       --------        --------

EARNINGS FROM OPERATIONS .......................          1,478           1,087
                                                       --------        --------
Other income (expense):
  Interest expense .............................           (368)           (216)
  Other-net ....................................             24            (118)
                                                       --------        --------
                                                           (344)           (334)
                                                       --------        --------

EARNINGS BEFORE INCOME TAXES ...................          1,134             753

Income tax benefit-net .........................            211            --
                                                       --------        --------

NET EARNINGS ...................................       $  1,345        $    753
                                                       ========        ========

NET EARNINGS PER COMMON SHARE:

  Assuming no dilution .........................       $   0.71        $   0.36
                                                       ========        ========

  Assuming full dilution .......................       $   0.52        $   0.29
                                                       ========        ========
</TABLE>
See notes to consolidated financial statements.
<PAGE>
<TABLE>
<CAPTION>
              RONSON CORPORATION AND ITS WHOLLY OWNED SUBSIDIARIES
                     CONSOLIDATED STATEMENTS OF CASH FLOWS
                ------------------------------------------------
                     (in thousands of dollars) (unaudited)

                                                           Nine Months Ended
                                                              September 30,
                                                          ---------------------
                                                            1995         1994
                                                          --------     --------
<S>                                                       <C>          <C>     
Cash Flows from Operating Activities:
Net earnings .........................................    $  1,345     $    753
Adjustments to reconcile net earnings to net cash
   used in operating activities:
   Depreciation and amortization .....................         258          248
   Gain on sale of property, plant & equipment .......          (6)        --
   Deferred income tax benefit .......................        (282)        --
   Increase (decrease) in cash from changes in:
      Accounts receivable ............................        (234)        (428)
      Inventories ....................................         242       (1,176)
      Other current assets ...........................        (145)         (70)
      Accounts payable ...............................        (273)         396
      Accrued expenses ...............................        (560)          (7)
   Net change in pension-related accounts ............        (621)         228
   Other .............................................         (73)        (107)
                                                          --------     --------
      Net cash used in operating activities ..........        (349)        (163)
                                                          --------     --------
Cash Flows from Investing Activities:
Sale of property, plant and equipment ................           6         --
Capital expenditures .................................        (217)        (324)
                                                          --------     --------
      Net cash used in investing activities ..........        (211)        (324)
                                                          --------     --------
Cash Flows from Financing Activities:
Exercise of stock options ............................          31         --
Proceeds from short-term debt ........................       6,533          940
Proceeds from long-term debt .........................         225         --
Payments of dividends on preferred stock .............        --            (92)
Payments of short-term debt ..........................      (6,161)        (704)
Payments of long-term debt ...........................        (101)         (64)
Payments of long-term lease obligations ..............         (50)         (41)
                                                          --------     --------
      Net cash provided by financing activities ......         477           39
                                                          --------     --------
   Net decrease in cash ..............................         (83)        (448)

   Cash at beginning of period .......................         186          607
                                                          --------     --------

   Cash at end of period .............................    $    103     $    159
                                                          ========     ========
</TABLE>
  See notes to consolidated financial statements.
<PAGE>
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                     FOR THE QUARTER AND NINE MONTHS ENDED
                         SEPTEMBER 30, 1995 (unaudited)

Note 1: ACCOUNTING POLICIES

        Basis of Financial  Statement  Presentation - The  information as of and
for the three-month and nine-month  periods ended September 30, 1995 and 1994 is
unaudited.  In the opinion of management,  all adjustments  necessary for a fair
presentation of the results of such interim periods have been included.

        Per Common Share Data - Earnings per common share, assuming no dilution,
was computed by dividing  earnings less  cumulative  preferred  dividends by the
weighted average number of common shares outstanding.

        Earnings  per common  share,  assuming  full  dilution,  was computed by
dividing  earnings by the weighted  average number of common shares  outstanding
plus the assumed conversion of the preferred shares to common shares.

        The weighted average number of common shares used for these computations
was as follows:
<TABLE>
<CAPTION>
                                                              Quarter Ended
                                                               September 30,
                                                           1995          1994
                                                        ---------      ---------
<S>                                                     <C>            <C>      
             Assuming no dilution................       1,719,406      1,698,762
             Assuming full dilution..............       2,592,673      2,576,174
<CAPTION>
                                                            Nine Months Ended
                                                               September 30,
                                                           1995          1994
                                                        ---------      ---------
<S>                                                     <C>            <C>      
             Assuming no dilution................       1,711,051      1,698,765
             Assuming full dilution..............       2,584,318      2,576,177
</TABLE>

        Discontinued  Operations - On October 6, 1993,  the  Registrant,  Ronson
Corporation  (the  "Company"),  sold the assets and business of Ronson Hydraulic
Units Corporation ("Ronson  Hydraulics").  As a result, the operations of Ronson
Hydraulics have been classified as discontinued  operations in the  accompanying
Consolidated  Statements of Earnings and other related operating statement data.
Ronson Metals  Corporation  ("Ronson  Metals") is also being  accounted for as a
discontinued  operation and, accordingly,  its operating results are reported in
this manner in all periods presented in the accompanying Consolidated Statements
of Earnings and other related operating statement data.

        This quarterly  report should be read in conjunction  with the Company's
Annual Report on Form 10-K.


<PAGE>
Note 2: SHORT-TERM DEBT

        On January 11,  1995,  Ronson  Consumer  Products  Corporation  ("RCPC")
entered into an agreement  with United Jersey Bank ("UJB") for a Revolving  Loan
and a Term Loan (refer to Note 3 below).  The Revolving  Loan provides a line of
credit of up to  $2,000,000  to RCPC,  which  expires on January 11,  1997.  The
balance  available  under  the  Revolving  Loan is  determined  by the  level of
accounts  receivable  and inventory of RCPC. The loan bears interest at the rate
of 2% above UJB's prime rate (8.75% at September 30, 1995).  The Revolving  Loan
and Term Loan are secured by the accounts  receivable,  inventory  and machinery
and  equipment of RCPC, a mortgage on the land,  buildings and  improvements  of
RCPC and the guarantees of the Company and Ronson  Corporation  of Canada,  Ltd.
The UJB agreement  also has  restrictive  covenants  which,  among other things,
limit the  transfer  of assets  between the  Company  and its  subsidiaries.  At
September 30, 1995, the amount of the Revolving Loan was $1,020,000.


Note 3: LONG-TERM DEBT

        The Term Loan from UJB to RCPC of  $194,000  at  September  30,  1995 is
payable in monthly  installments of $6,250 plus interest  through April 1, 1998.
The Term Loan bears interest at the rate of 2% above UJB's prime rate.

        On June 26, 1995, Ronson Aviation, Inc. ("Ronson Aviation") and the Bank
of New York,  National  Community  Division  ("BONY/NCD")  agreed to extend  the
mortgage loan of $483,000 at September 30, 1995, which had been due to be repaid
on June 30, 1995, to January 31, 1997.  The extended  mortgage is now payable in
monthly installments of $9,000 plus interest.


Note 4: CONTINGENCIES

        On December 30, 1994, the Company agreed to a settlement with the United
States  Department of Labor ("DOL") and on February 3, 1995,  the Company agreed
to a  settlement  with an  appellate  office  of the  Internal  Revenue  Service
("IRS"), which was accepted on behalf of the Commissioner of the IRS on March 7,
1995,  related to the 1991 contribution by the Company of unencumbered land, not
used in  operations,  to the Ronson  Corporation  Retirement  Plan  ("Retirement
Plan").  The  settlements  with the DOL and IRS settled all matters arising from
the IRS examination of the information return, Form 5500, of the Retirement Plan
for the years  ended June 30, 1991 and June 30,  1992,  including  the  proposed
assessments  pertaining  to such years.  As described  more fully  below,  there
remains  an   additional   contingent   liability  at  September   30,  1995  of
approximately $210,000.

        Under  the  terms of the  settlements  with  the IRS and  DOL,  the land
contributed in 1991 will remain in the Retirement  Plan. A consent judgment with
the DOL in the amount of $855,194 was entered  against the Company,  with simple
interest at the rate of 4.72% per year,  compounded  annually,  on December  30,
1994. Payment of the judgment amount is stayed, and no collection action will be
taken unless the Company fails to make required  payments to an escrow  account.
Further,  the amount of the judgment will be satisfied in whole,  or in part, by
the  proceeds  from the  future  sale of the  land by the  Retirement  Plan.  At
December 31, 1994, the appraised value of the land was about $675,000,  compared
to the amount of the judgment,  including interest, of approximately $885,000 at
September  30,  1995,  for  a  net  contingent   liability  of  the  Company  of
approximately $210,000.
<PAGE>
        The Company is involved in various  lawsuits.  Management  believes that
the outcome of these  lawsuits  will not have a material  adverse  effect on the
Company's financial position.

        Largely as the result of increased cost of product liability  insurance,
the Company has secured  substantially  smaller  amounts of liability  insurance
than it had purchased prior to 1987. While the Company has never settled or been
liable for claims for  amounts in excess of the reduced  level of  coverage  now
available,  the present level of insurance  represents a potential  exposure for
the Company.


Note 5. STATEMENTS OF CASH FLOWS

        Certificates of deposit that have a maturity of three months or more are
not considered cash  equivalents for purposes of the  accompanying  consolidated
statements of cash flows.

        Supplemental disclosures of cash flow information (in thousands):
<TABLE>
<CAPTION>
                                       Nine Months Ended September 30,
                                              1995         1994
                                              ----         ----
<S>                                           <C>          <C> 
        Cash Payments for:
                Interest                      $353         $196
                Income taxes                    --           94
</TABLE>
<PAGE>
       MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS AND
                              FINANCIAL CONDITION

RESULTS OF OPERATIONS

     Third Quarter 1995 compared to Third Quarter 1994 and Nine Months 1995
                         compared to Nine Months 1994.

        The Registrant,  Ronson Corporation ("the Company"), had Net Earnings in
the third  quarter of 1995 of  $508,000  compared  to Net  Earnings in the third
quarter of 1994 of $319,000, an increase of 59%.  The  Company's Net Earnings in
the nine months of 1995 increased to $1,345,000 from $753,000 in the nine months
of 1994, an increase of 79%.

        The  Company's  Consolidated  Net  Sales  were  $7,181,000  in the third
quarter of 1995 as  compared to  $7,629,000  in the third  quarter of 1994.  The
Company's  Net Sales  increased to  $21,329,000  in the nine months of 1995 from
$19,571,000 in the nine months of 1994, an increase of 9%. Net Sales of consumer
products at Ronson  Consumer  Products  Corporation  ("RCPC"),  Woodbridge,  New
Jersey, and Ronson Corporation of Canada, Ltd., Mississauga,  Ontario, (together
"Ronson  Consumer  Products")  increased by 12% in the third  quarter of 1995 as
compared to the third  quarter of 1994.  Net Sales at Ronson  Consumer  Products
increased  by 17% in the nine  months of 1995 as  compared to the nine months of
1994. The increased sales at Ronson  Consumer  Products in the 1995 periods were
primarily  due to increased  shipments of lighter and  accessory  products.  Net
Sales at Ronson Aviation,  Inc. ("Ronson  Aviation"),  Trenton, New Jersey, were
20% lower in the third  quarter of 1995  compared  to the third  quarter of 1994
primarily due to lower aircraft sales; however, the Net Sales at Ronson Aviation
increased  by 1% in the nine  months of 1995 as  compared  to the nine months of
1994.

        Cost of Sales,  as a percentage of Net Sales,  was reduced to 69% in the
third quarter of 1995 from 70% in the third quarter of 1994 and was unchanged at
69% in the nine months of 1995 as compared to the nine months of 1994.

        Selling,  Shipping and  Advertising  Expenses,  as a  percentage  of Net
Sales,  were unchanged at 11% in the third quarter of 1995 compared to the third
quarter of 1994. The Selling, Shipping and Advertising Expenses, as a percentage
of Net Sales,  was also  unchanged at 12% in the nine months of 1995 compared to
the nine months of 1994.

        General and Administrative  Expenses, as a percentage of Net Sales, were
lower at 10% and 11% in the third quarter and nine months of 1995, respectively,
as  compared  to 12% and 13% in the  third  quarter  and  nine  months  of 1994,
respectively.

        Interest Expense increased to $137,000 in the third quarter of 1995 from
$74,000  in the third  quarter of 1994 and  increased  to  $368,000  in the nine
months of 1995  from  $216,000  in the nine  months of 1994.  The  increases  in
Interest  Expense in 1995 were primarily due to the additional  short-term  debt
from the new line of  credit  agreement  between  RCPC and  United  Jersey  Bank
("UJB") in January 1995 and to increased  short-term  debt financing  related to
increased average inventory of aircraft at Ronson Aviation.

        Other Income (Expense)-Net in the nine months of 1995 included a gain of
approximately  $96,000 from insurance  proceeds and also included  approximately
$38,000 of royalty  income related to the final  settlement of certain  overseas
trademark rights.
<PAGE>
        The Income  Tax  Benefit in the third  quarter  and nine  months of 1995
included tax benefits of $121,000 and $282,000,  respectively,  as the result of
the recognition of deferred tax assets. This tax benefit was partially offset by
provisions  for state income  taxes of $28,000 and $71,000 in the third  quarter
and nine months of 1995, respectively.


FINANCIAL CONDITION

        The Company's  Stockholders'  Equity improved to $2,678,000 at September
30, 1995 from  $1,171,000 at December 31, 1994. The improvement of $1,507,000 in
1995  Stockholders'  Equity was  primarily  due to the Net  Earnings in the nine
months of 1995. At September 30, 1995, the Company's working capital  deficiency
was reduced to $180,000 as compared to  $1,427,000  at December  31,  1994.  The
decrease  in the  deficiency  in working  capital was  primarily  due to the Net
Earnings of $1,345,000 in the nine months of 1995 which was partially  offset by
the change in classification of pension  obligations from long-term  liabilities
to current liabilities.

        On January 11,  1995,  RCPC  entered  into an  agreement  with UJB for a
Revolving  Loan and a Term Loan. The Revolving Loan provides a line of credit up
to $2,000,000 to RCPC based on accounts  receivable and  inventory.  The balance
available under the Revolving Loan is determined by the level of receivables and
inventory.  The Term Loan of $194,000 at September 30, 1995, is payable in equal
installments  of $6,250 plus interest and is based on the value of the machinery
and  equipment  of RCPC.  The loans bear  interest at the rate of 2% above UJB's
prime  rate.  The  Revolving  Loan and Term  Loan are  secured  by the  accounts
receivable,  inventory  and  machinery  and equipment of RCPC, a mortgage on the
land,  buildings and  improvements of RCPC and the guarantees of the Company and
Ronson  Corporation  of Canada,  Ltd.  The UJB  agreement  also has  restrictive
covenants  which,  among other things,  limit the transfer of assets between the
Company and its  subsidiaries.  The short-term  debt of $332,000 at December 31,
1994 of RCPC to United Credit Corporation was repaid in full out of the proceeds
of the UJB  loans to RCPC.  Also out of the  proceeds  from the  financing,  the
Company contributed  approximately $850,000 to the Ronson Corporation Retirement
Plan to meet  substantially  all of the required  minimum  funding of the Ronson
Corporation Retirement Plan for 1995.

        On June 26, 1995, the Company, Ronson Aviation and the Bank of New York,
National  Community Division  ("BONY/NCD")  completed an agreement to extend the
due date of the mortgage  loan from  BONY/NCD to Ronson  Aviation to January 31,
1997. The loan had been due to expire on June 30, 1995. Under the agreement, the
mortgage  loan in the amount of  $483,000  at  September  30, 1995 is payable in
monthly installments of $9,000 plus interest with a final payment of $339,000 on
January 31, 1997.  The agreement  also provides for an extension to December 31,
1995 of the line of credit to Ronson Aviation for aircraft inventory, limited to
those aircraft currently financed.

        The Company has continued to meet its  obligations  as they have matured
and management  believes that the Company will continue to meet its  obligations
through  internally  generated funds from future net earnings and  depreciation,
established  external financing  arrangements,  potential  additional sources of
financing and existing cash balances.
<PAGE>
PART II - OTHER INFORMATION

ITEM 1: LEGAL PROCEEDINGS.

        On August 31, 1995,  the Company  received a General  Notice Letter from
the United  States  Environmental  Protection  Agency  ("USEPA")  notifying  the
Company that the USEPA considered the Company one of approximately four thousand
Potentially  Responsible  Parties ("PRP's") regarding waste disposed of prior to
1980 at a landfill in Monterey Park,  California,  which has been  designated by
the USEPA as a Superfund  site.  The USEPA has  identified  manifests  from 1974
through 1979 for waste  delivered to the Superfund  site which had originated at
the location of the Company's former Duarte,  California,  hydraulic subsidiary,
sold by the Company in 1981 to the Boeing  Corporation.  On September  29, 1995,
the Company  received  notice that the USEPA's  original  quantification  of the
amounts of waste  attributed  to the Duarte  facility  had been reduced and that
Ronson Hydraulic Units Corporation,  Duarte, California, has now been determined
by USEPA to be a "de  minimis"  PRP.  The  Company's  counsel has  informed  the
Company that good factual  arguments are available to further  reduce the amount
of waste attributed to the facility and that legal arguments also exist that the
subsequent  owners after the 1981 sale of the facility should be required to pay
a  significant  portion,  or possibly all, of any "de minimis"  amounts  finally
determined to be due by the USEPA from the Company or the  subsequent  owners of
the  facility.  The  Company's  final  contribution  amount,  if any, is not yet
determinable.  Based on the above,  management  believes  that the cost, if any,
will not have a material effect on the Company's financial position.


ITEM 6: EXHIBITS AND REPORTS ON FORM 8-K

        (a) Exhibits

            (11)  Statement  re  computation  of per share  earnings is attached
                  hereto as Exhibit 11.

        (b) Reports on Form 8-K

                     On July 31,  1995,  the Company  filed a report on Form 8-K
        with the Securities  and Exchange  Commission  providing  information in
        response to Item 5 of such report. No financial statements were included
        in this report.
<PAGE>
                                   SIGNATURES
    
Pursuant  to the  requirements  of the  Securities  Exchange  Act of  1934,  the
Registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned thereunto duly authorized.
    
    
                                        RONSON CORPORATION
    
    
    
    Date:  November 13, 1995            /s/Louis V. Aronson II         
                                        ---------------------------------------
                                        Louis V. Aronson II, President
                                        and Chief Executive Officer
    
                                        (Signing as Duly Authorized
                                         Officer of the Registrant)
    
    
    
    Date:  November 13, 1995            /s/Daryl K. Holcomb           
                                        ---------------------------------------
                                        Daryl K. Holcomb
                                        Chief Financial Officer,
                                        Controller and Treasurer
    
                                        (Signing as Chief Financial 
                                         Officer of the Registrant)

RONSON CORPORATION                                                    Exhibit 11
CALCULATION OF EARNINGS PER COMMON SHARE
(Dollars in thousands, except per common share data) (unaudited)
<TABLE>
<CAPTION>
                                                           Quarter Ended
                                                           September 30,
                                                    ---------------------------   
                                                       1995            1994
                                                    -----------     -----------
<S>                                                 <C>             <C>        
Assuming No Dilution
- --------------------
   Net Earnings ................................    $       508     $       319
   Less Cumulative Preferred Dividends .........            (46)            (46)
                                                    -----------     -----------

   Net Earnings Applicable to Common Stock .....    $       462     $       273
                                                    ===========     ===========
   Weighted average number of common shares
      outstanding (1) ..........................      1,719,406       1,698,762
                                                    -----------     -----------

   Net Earnings per Common Share ...............    $      0.27     $      0.16
                                                    ===========     ===========

Assuming Full Dilution
- ----------------------
   Net Earnings ................................    $       508     $       319
                                                    ===========     ===========
   Weighted average number of common shares
      outstanding (1) ..........................      1,719,406       1,698,762

   Additional common shares outstanding
      resulting from assumed conversion of
      preferred stock to common stock ..........        873,267         877,412
                                                    -----------     -----------

   Total .......................................      2,592,673       2,576,174
                                                    ===========     ===========

   Net Earnings per Common Share ...............    $      0.20     $      0.12
                                                    ===========     ===========
</TABLE>
(1) The dilution of the outstanding  stock options was less than 3% in the third
    quarter of 1995 and,  therefore,  the stock  options  were not  included  as
    common stock equivalents for that period. The exercise prices of outstanding
    stock  options  exceeded the market prices in the third quarter of 1994 and,
    therefore,  the stock options were  anti-dilutive and not included as common
    stock equivalents for the third quarter of 1994.
<PAGE>
RONSON CORPORATION                                                    Exhibit 11
CALCULATION OF EARNINGS PER COMMON SHARE
(Dollars in thousands, except per common share data) (unaudited)
<TABLE>
<CAPTION>
                                                          Nine Months Ended
                                                            September 30,
                                                    ---------------------------
                                                        1995            1994
                                                    -----------    ------------
<S>                                                 <C>             <C>        
Assuming No Dilution
- --------------------
   Net Earnings ................................    $     1,345     $       753
   Less Cumulative Preferred Dividends .........           (138)           (138)
                                                    -----------     -----------
   Net Earnings from Continuing Operations
      Applicable to Common Stock ...............    $     1,207     $       615
                                                    ===========     ===========
   Weighted average number of common shares
      outstanding (1) ..........................      1,711,051       1,698,765
                                                    -----------     -----------

   Net Earnings per Common Share ...............    $      0.71     $      0.36
                                                    ===========     ===========

Assuming Full Dilution
- ----------------------
   Net Earnings ................................    $     1,345     $       753
                                                    ===========     ===========
   Weighted average number of common shares
      outstanding (1) ..........................      1,711,051       1,698,765

   Additional common shares outstanding
      resulting from assumed conversion of
      preferred stock to common stock ..........        873,267         877,412
                                                    -----------     -----------

   Total .......................................      2,584,318       2,576,177
                                                    ===========     ===========

   Net Earnings per Common Share ...............    $      0.52     $      0.29
                                                    ===========     ===========
</TABLE>
(1) The dilution of the  outstanding  stock options was less than 3% in the nine
    months of 1995 and, therefore, the stock options were not included as common
    stock equivalents for that period.  The exercise prices of outstanding stock
    options  exceeded  the  market  prices  in the  nine  months  of  1994  and,
    therefore,  the stock options were anti- dilutive and not included as common
    stock equivalents for the nine months of 1994.

<TABLE> <S> <C>

<ARTICLE> 5
<MULTIPLIER> 1,000
       
<S>                             <C>
<PERIOD-TYPE>                   9-MOS
<FISCAL-YEAR-END>                          DEC-31-1995
<PERIOD-END>                               SEP-30-1995
<CASH>                                             103
<SECURITIES>                                         0
<RECEIVABLES>                                    2,012
<ALLOWANCES>                                        81
<INVENTORY>                                      5,256
<CURRENT-ASSETS>                                 8,222
<PP&E>                                           6,506
<DEPRECIATION>                                   4,311
<TOTAL-ASSETS>                                  12,238
<CURRENT-LIABILITIES>                            8,402
<BONDS>                                            764
<COMMON>                                         1,795
                                0
                                          9
<OTHER-SE>                                         874
<TOTAL-LIABILITY-AND-EQUITY>                    12,238
<SALES>                                         21,329
<TOTAL-REVENUES>                                21,329
<CGS>                                           14,619
<TOTAL-COSTS>                                   14,619
<OTHER-EXPENSES>                                 5,232
<LOSS-PROVISION>                                    11
<INTEREST-EXPENSE>                                 368
<INCOME-PRETAX>                                  1,134
<INCOME-TAX>                                     (211)
<INCOME-CONTINUING>                              1,345
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                     1,345
<EPS-PRIMARY>                                      .71
<EPS-DILUTED>                                      .52
        

</TABLE>


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