RONSON CORP
10-Q, 1996-08-14
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  June 30, 1996
                                          ---------------

                         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 June 30, 1996,  there were  1,801,535  shares of the  registrant's  common
stock outstanding.
<PAGE>




                               RONSON CORPORATION

                                 FORM 10-Q INDEX


                                                          


    PART I -      FINANCIAL INFORMATION:

         CONSOLIDATED BALANCE SHEETS:

                  JUNE 30, 1996 AND DECEMBER 31, 1995                 

         CONSOLIDATED STATEMENTS OF EARNINGS:

                  QUARTER ENDED JUNE 30, 1996 AND 1995                

                  SIX MONTHS ENDED JUNE 30, 1996 AND 1995             

         CONSOLIDATED STATEMENTS OF CASH FLOWS:

                  SIX MONTHS ENDED JUNE 30, 1996 AND 1995             

         NOTES TO CONSOLIDATED FINANCIAL STATEMENTS                   

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


    PART II -     OTHER INFORMATION:

         ITEM 6 - EXHIBITS AND REPORTS ON FORM 8-K                    



<PAGE>
              RONSON CORPORATION AND ITS WHOLLY OWNED SUBSIDIARIES
                           CONSOLIDATED BALANCE SHEETS
                            (in thousands of dollars)
<TABLE>
<CAPTION>
                                                          June 30,  December 31,
                                                            1996         1995
                                                          --------     --------
              ASSETS                                     (unaudited)
<S>                                                       <C>          <C>
CURRENT ASSETS:
Cash .................................................    $     23     $     64
Accounts receivable - net ............................       2,868        1,940
Inventories:
  Finished goods .....................................       6,400        5,501
  Work in process ....................................          68          177
  Raw materials ......................................         684          700
                                                          --------     --------
                                                             7,152        6,378
Other current assets .................................       1,241          970
                                                          --------     --------
      TOTAL CURRENT ASSETS ...........................      11,284        9,352
                                                          --------     --------

Property, plant and equipment, at cost:
  Land ...............................................          19           19
  Buildings and improvements .........................       3,481        3,477
  Machinery and equipment ............................       3,318        2,995
  Construction in progress ...........................          90           45
                                                          --------     --------
                                                             6,908        6,536
Less accumulated depreciation and amortization .......       4,471        4,370
                                                          --------     --------
                                                         
                                                             2,437        2,166
Intangible pension assets ............................         387          419
Other assets .........................................         745          764
Other assets of discontinued operations...............         702          702
                                                          --------     --------
                                                          $ 15,555     $ 13,403
                                                          ========     ========

  LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
Short-term debt ......................................    $  5,478     $  4,472
Current portion of long-term debt and leases .........         600          251
Accounts payable .....................................       2,064        1,428
Other current liabilities.............................       1,747        2,030
Current liabilities of discontinued operations........         874          993
                                                          --------     --------
      TOTAL CURRENT LIABILITIES ......................      10,763        9,174
                                                          --------     --------


Long-term debt .......................................       1,327        1,728
Pension obligations ..................................         262          287
Other long-term liabilities ..........................         370          180
<PAGE>
<CAPTION>
              RONSON CORPORATION AND ITS WHOLLY OWNED SUBSIDIARIES
                           CONSOLIDATED BALANCE SHEETS
                            (in thousands of dollars)
                                  (continued)

                                                          June 30,  December 31,
                                                            1996         1995
                                                          --------     --------
                                                         (unaudited)            
<S>                                                       <C>          <C>                   
STOCKHOLDERS' EQUITY:
Preferred stock ......................................           8            8
Common stock .........................................       1,864        1,821
Additional paid-in capital ...........................      30,345       30,308
Accumulated deficit ..................................     (26,418)     (27,081)
Unrecognized net loss on pension plans ...............      (1,341)      (1,403)
Cumulative foreign currency translation adjustment ...         (32)         (26)
                                                          --------     --------
                                                             4,426        3,627
Less cost of treasury shares .........................       1,593        1,593
                                                          --------     --------
      TOTAL STOCKHOLDERS' EQUITY .....................       2,833        2,034
                                                          --------     --------
                                                          $ 15,555     $ 13,403
                                                          ========     ========
</TABLE>
See notes to consolidated financial statements.
<PAGE>
              RONSON CORPORATION AND ITS WHOLLY OWNED SUBSIDIARIES
                       CONSOLIDATED STATEMENTS OF EARNINGS
                                                       
          (in thousands of dollars, except per share data) (unaudited)

<TABLE>
<CAPTION>
                                                               Quarter Ended
                                                                 June 30,
                                                           --------------------
                                                             1996         1995
                                                           -------      -------
<S>                                                        <C>          <C>                           
NET SALES ............................................     $ 6,919      $ 8,304
                                                           -------      -------
Cost and expenses:
  Cost of sales ......................................       4,552        5,886
  Selling, shipping and advertising ..................         861          932
  General and administrative .........................         845          844
  Depreciation and amortization ......................          91           85
                                                           -------      -------
                                                             6,349        7,747
                                                           -------      -------

EARNINGS FROM OPERATIONS .............................         570          557
                                                           -------      -------
Other income (expense):
  Interest expense ...................................        (196)        (120)
  Other-net ..........................................         (27)          61
                                                           -------      -------
                                                              (223)         (59)
                                                           -------      -------

EARNINGS BEFORE INCOME TAXES .........................         347          498

Income tax benefits-net ..............................          83          112
                                                           -------      -------

NET EARNINGS .........................................     $   430      $   610
                                                           =======      =======


EARNINGS PER COMMON SHARE:

  Assuming no dilution ...............................     $  0.22      $  0.33
                                                           =======      =======

  Assuming full dilution .............................     $  0.16      $  0.24
                                                           =======      =======

</TABLE>
See notes to consolidated financial statements.
<PAGE>
              RONSON CORPORATION AND ITS WHOLLY OWNED SUBSIDIARIES
                       CONSOLIDATED STATEMENTS OF EARNINGS
                                                       
          (in thousands of dollars, except per share data) (unaudited)

<TABLE>
<CAPTION>
                                                            Six Months Ended
                                                               June 30,
                                                       ------------------------
                                                          1996            1995
                                                       --------        --------
<S>                                                    <C>             <C>                              
NET SALES ......................................       $ 12,682        $ 14,148
                                                       --------        --------
Cost and expenses:
  Cost of sales ................................          8,270           9,668
  Selling, shipping and advertising ............          1,673           1,790
  General and administrative ...................          1,623           1,663
  Depreciation and amortization ................            182             172
                                                       --------        --------
                                                         11,748          13,293
                                                       --------        --------

EARNINGS FROM OPERATIONS .......................            934             855
                                                       --------        --------
Other income (expense):
  Interest expense .............................           (378)           (231)
  Other-net ....................................            (55)             95
                                                       --------        --------
                                                           (433)           (136)
                                                       --------        --------

EARNINGS BEFORE INCOME TAXES ...................            501             719

Income tax benefits-net ........................            162             118
                                                       --------        --------

NET EARNINGS ...................................       $    663        $    837
                                                       ========        ========


EARNINGS PER COMMON SHARE:

  Assuming no dilution .........................       $   0.32        $   0.44
                                                       ========        ========

  Assuming full dilution .......................       $   0.25        $   0.32
                                                       ========        ========

</TABLE>
See notes to consolidated financial statements.
<PAGE>
              RONSON CORPORATION AND ITS WHOLLY OWNED SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                      (in thousands of dollars) (unaudited)

<TABLE>
<CAPTION>
                                                              Six Months Ended
                                                                  June 30,
                                                           --------------------
                                                              1996        1995
                                                           -------      -------
<S>                                                        <C>          <C>                                      
Cash Flows from Operating Activities:
Net earnings .........................................     $   663      $   837
Adjustments to reconcile net earnings to net cash
   used in operating activities:
   Depreciation and amortization .....................         182          172
   Deferred income tax benefit .......................        (224)        (161)
   Increase (decrease) in cash from changes in:
      Accounts receivable ............................        (928)        (291)
      Inventories ....................................        (774)        (848)
      Other current assets ...........................        (171)         (28)
      Accounts payable ...............................         636         (302)
      Accrued expenses ...............................        (293)        (354)
   Net change in pension-related accounts ............         (40)        (695)
   Other .............................................         (35)         (42)
                                                           -------      -------
      Net cash used in operating activities ..........        (984)      (1,712)
                                                           -------      -------
Cash Flows from Investing Activities:
Capital expenditures .................................        (124)        (161)
                                                           -------      -------

Cash Flows from Financing Activities:
Proceeds from short-term debt ........................       1,677        6,098
Proceeds from long-term debt .........................        --            225
Proceeds from exercise of stock options ..............          80         --
Payments of short-term debt ..........................        (553)      (4,319)
Payments of long-term debt ...........................        (105)         (55)
Payments of long-term lease obligations ..............         (32)         (35)
                                                           -------      -------

      Net cash provided by financing activities ......       1,067        1,914
                                                           -------      -------
   Net increase (decrease) in cash ...................         (41)          41

   Cash at beginning of period .......................          64          186
                                                           -------      -------

   Cash at end of period .............................     $    23      $   227
                                                           =======      =======
</TABLE>
See notes to consolidated financial statements.

<PAGE>
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 
         FOR THE QUARTER AND SIX MONTHS ENDED JUNE 30, 1996 (unaudited)


    Note 1:  ACCOUNTING POLICIES

              Basis of Financial Statement  Presentation - The information as of
    and for the three-month  and six-month  periods ended June 30, 1996 and 1995
    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 - Net earnings per common share, assuming no
    dilution,  was computed by dividing net earnings less  cumulative  preferred
    dividends by the weighted average number of common shares outstanding.

              Net  earnings  per  common  share,  assuming  full  dilution,  was
    computed by dividing net 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:

                                                 Quarter Ended
                                                    June 30,
                                                ---------------
                                                1996       1995
                                                ----       ----

         Assuming no dilution               1,794,730  1,707,698
         Assuming full dilution             2,632,845  2,580,965

                                               Six Months Ended
                                                   June 30,
                                                ---------------
                                                1996       1995
                                                ----       ----

         Assuming no dilution               1,781,222  1,706,803
         Assuming full dilution             2,621,348  2,580,070


              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

              In January 1995,  Ronson Consumer  Products  Corporation  ("RCPC")
    entered  into an agreement  with United  Jersey Bank ("UJB") for a Revolving
    Loan and a Term Loan.  The Revolving Loan provides a line of credit of up to
    $2,000,000  to RCPC,  which  expires on January 11, 1997,  based on accounts
    receivable  and inventory.  The amount of the Revolving Loan  outstanding at
    June 30, 1996, was $1,332,000.  The balance of the Term Loan was $138,000 at
    June 30, 1996,  and is to be repaid in monthly  installments  of $6,250 plus
    interest  through April 1, 1998.  UJB has provided  waivers of violations of
    certain  provisions of the loan agreements as of June 30, 1996,  because the
    Company  and  RCPC  were  in  violation  of  those  provisions  of the  loan
    agreements,  principally  related  to  transfer  of funds by the  Company to
    Ronson Metals and Ronson Aviation, Inc. ("Ronson Aviation").


    Note 3:  LONG-TERM DEBT

              In accordance with the terms of the Ronson Aviation  mortgage,  in
    the amount of $402,000 at June 30, 1996, with the Bank of New York, National
    Community Division ("BONY/NCD"), the remaining mortgage balance is due to be
    paid in January 1997, in the amount of $339,000.


    Note 4:  CONTINGENCIES

              On December 30, 1994, the Company agreed to a settlement  with the
    United States  Department  of Labor  ("DOL") and in March 1995,  the Company
    agreed to a settlement with the Internal Revenue Service ("IRS"), 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.

              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, 1995,  the appraised  value of
    the land  was  about  $675,000,  compared  to the  amount  of the  judgment,
    including  interest,  of approximately  $916,000 at June 30, 1996, for a net
    contingent liability of the Company of approximately $241,000. In connection
    with the  settlements,  the Company has established an escrow account,  with
    assets of about  $50,000 at June 30, 1996.  The funds in the escrow  account
    may be required to be deposited into the Retirement Plan should the proceeds
    from the future sale of the North  Carolina land by the  Retirement  Plan be
    less than the amount of the judgment, including accrued interest.

              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 about four thousand
    Potentially  Responsible  Parties  ("PRP's") for waste  disposed of prior to
    1980 at a landfill in Monterey Park, California,  which the USEPA designated
<PAGE>
    as a Superfund site ("Site"). The USEPA identified manifests dated from 1974
    through 1979 which allegedly indicate that waste originating at the location
    of  the  Company's  former  Duarte,  California,  hydraulic  subsidiary  was
    delivered to the Site.  The Company sold the Duarte,  California,  hydraulic
    subsidiary to the Boeing Corporation in 1981.

              As a result  of  successfully  challenging  the  USEPA's  original
    volumetric  allocation,  in September  1995, the USEPA reduced the volume of
    waste attributed to the Duarte facility,  Ronson Hydraulic Units Corporation
    ("RHUCOR-CA"),  and determined  the volume to be "de minimis".  In addition,
    counsel for this matter has informed the Company that factual  arguments are
    available  that could further  reduce the amount of waste  attributed to the
    hydraulic  subsidiary,  and that  arguments  also exist that the  subsequent
    owners of the facility should be required to pay a significant  portion,  or
    possibly  all,  of the costs the USEPA  determines  to be due as a result of
    RHUCOR-CA's waste having been sent to the Site.

              Although the Company's final  contribution  amount, if any, is not
    yet  determinable,  in the  General  Notice  Letter,  the USEPA  offered  to
    partially  settle the matter if the Company paid $212,000,  which would have
    been full  settlement  of the Fifth  Partial  Consent  Decree.  This  offer,
    however,  was made  prior to the  USEPA  reduction  of the  volume  of waste
    allocated  to  RHUCOR-CA  and  prior to the  USEPA  determination  that this
    reduced waste volume is "de minimis".  Because the USEPA has determined that
    the volume of waste  generated  by the  facility and sent to the Site is "de
    minimis",  and because the USEPA has sent a General Notice Letter to another
    PRP for the same waste, the Company believes that the cost, if any, will not
    have a material effect on the Company's financial position.

              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):

                                    Six Months Ended June 30,
                                    -------------------------
                                       1996         1995
                                       ----         ----
        Cash Payments for:
         Interest                      $362         $221
         Income taxes                    43           --
<PAGE>
    MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
    OF OPERATIONS

    RESULTS OF OPERATIONS

              Second Quarter 1996 Compared to Second Quarter 1995 and First Half
    1996 Compared to First Half 1995.

              The Registrant,  Ronson Corporation (the "Company"),  had Earnings
    from  Operations  in the first  half of 1996 of  $934,000,  an  increase  of
    $79,000  or 9%,  from  $855,000  in the first  half of 1995.  The  Company's
    Earnings from Operations increased in the second quarter of 1996 to $570,000
    from $557,000 in the second quarter of 1995. The Company's Net Earnings were
    $430,000  in the second  quarter of 1996 and  $663,000  in the first half of
    1996.  Net Earnings were $610,000 in the second quarter of 1995 and $837,000
    in the  first  half of  1995,  both of  which  included  income  of  $96,000
    resulting from the proceeds of an insurance claim.

              The Company's Consolidated Net Sales were $6,919,000 in the second
    quarter of 1996 as compared to $8,304,000 in the second quarter of 1995. The
    Company's Net Sales were  $12,682,000  in the first half of 1996 as compared
    to $14,148,000 in the first half of 1995. 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") increased by 15% in the second quarter
    of 1996 as  compared  to the  second  quarter  of 1995.  Net Sales at Ronson
    Consumer Products  increased by 12% in the first half of 1996 as compared to
    the first  half of 1995.  The  increases  in Net  Sales at  Ronson  Consumer
    Products in the 1996 periods were  primarily  due to increased  shipments of
    lighter and accessory products. Net Sales at Ronson Aviation,  Inc. ("Ronson
    Aviation"),  Trenton, New Jersey,  decreased by 44% in the second quarter of
    1996  compared  to the second  quarter of 1995 and  decreased  by 37% in the
    first half of 1996 as compared to the first half of 1995.  The  decreases in
    Net Sales at Ronson  Aviation  in the second  quarter and first half of 1996
    were  primarily due to lower  aircraft sales and to lower sales in the first
    quarter of 1996 of general  aviation  services as a result of severe  winter
    weather.

              Cost of Sales,  as a percentage of Net Sales,  was lower at 66% in
    the second quarter of 1996 and 65% in the first half of 1996 compared to 71%
    and 68% in the  second  quarter  and first half of 1995,  respectively.  The
    lower  Consolidated  Cost of Sales  percentage  was due to the Net  Sales of
    Ronson Consumer Products  constituting a greater portion of the Consolidated
    Net Sales of the  Company  in the second  quarter  and first half of 1996 as
    compared to the second  quarter and first half of 1995.  This  reduction was
    partially offset by an increased Cost of Sales percentage at Ronson Consumer
    Products. The Cost of Sales percentage at Ronson Consumer Products increased
    to 53% in the second  quarter  and first half of 1996 as  compared to 48% in
    the second  quarter of 1995 and 49% in the first half of 1995  primarily due
    to a change in the mix of products.  The Cost of Sales  percentage at Ronson
    Aviation  decreased to 88% in the second  quarter of 1996 as compared to 91%
    in the  second  quarter  of 1995  primarily  due to a  change  in the mix of
    products sold. The Cost of Sales percentage at Ronson Aviation was unchanged
    at 91% in the first half of 1996 compared to the first half of 1995.

              Selling, Shipping and Advertising Expenses, as a percentage of Net
    Sales, increased to 12% in the second quarter of 1996 from 11% in the second
    quarter of 1995.  The  Selling,  Shipping  and  Advertising  percentage  was
    unchanged  at 13% in the first half of 1996 and the first half of 1995.  The
<PAGE>
    reduction in the  percentage  due to lower selling costs at Ronson  Consumer
    Products  was  offset  by  the  effect  on  the   percentage  by  the  lower
    Consolidated Net Sales.

              Interest  Expense  increased to $196,000 in the second  quarter of
    1996 from  $120,000  in the second  quarter of 1995 and to  $378,000  in the
    first half of 1996 from $231,000 in the first half of 1995.  These increases
    were  primarily due to the  additional  long-term debt from the new mortgage
    loan between RCPC and United Jersey Bank ("UJB") dated December 1, 1995, and
    to  increased  short-term  debt  at  Ronson  Aviation  utilized  to  finance
    increased aircraft inventory.

              Other Income (Expense)-Net in the second quarter and first half of
    1995 included a gain of  approximately  $96,000 from insurance  proceeds and
    also included  approximately $38,000 in the first quarter of 1995 of royalty
    income related to final settlement of certain overseas trademark rights.

              The Income Tax  Benefits-Net  in the second  quarters  of 1996 and
    1995  included  deferred  income tax  benefits  of  $112,000  and  $135,000,
    respectively,  and, in the first halves of 1996 and 1995,  included deferred
    income tax  benefits  of $224,000  and  $161,000,  respectively,  all as the
    result of the reduction in the valuation  allowance  related to deferred tax
    assets.  These tax benefits were  partially  offset by provisions  for state
    income taxes in the second quarters and first halves of 1996 and 1995.


    FINANCIAL CONDITION

              The Company's  Stockholders' Equity improved to $2,833,000 at June
    30, 1996 from  $2,034,000 at December 31, 1995. The  improvement of $799,000
    in 1996  Stockholders'  Equity was  primarily due to the Net Earnings in the
    first half of 1996. At June 30, 1996, the Company had net working capital of
    $521,000 as compared to $178,000 at December 31,  1995.  The increase in net
    working  capital was  primarily  due to the Net Earnings in 1996,  partially
    offset by the  change  in  classification  to  short-term  liabilities  from
    long-term  liabilities of $348,000 of the Ronson  Aviation  mortgage loan in
    the first quarter of 1996 since the final payment is due in January 1997.

              The  change in cash from  changes  in  accounts  receivable  was a
    decrease  of $928,000 in the first half of 1996 as compared to a decrease of
    $291,000 in the first half of 1995. This increase in accounts  receivable in
    1996 was primarily the result of extended terms provided by Ronson  Consumer
    Products to a new customer and to a receivable of Ronson Aviation  resulting
    from the June 1996 sale of an aircraft.

              The  change  in cash  from  changes  in  accounts  payable  was an
    increase  of $636,000 in the first half of 1996 as compared to a decrease of
    $302,000 in the first half of 1995.  The  decrease in the first half of 1995
    resulted  from  utilizing  a portion  of the  proceeds  from the UJB loan to
    reduce  accounts  payable.  The  increase  in the  first  half of  1996  was
    primarily the result of the timing of materials purchases by Ronson Consumer
    Products from its suppliers to meet sales requirements.

              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 6:  EXHIBITS AND REPORTS ON FORM 8-K

         (a)  Exhibits

              None.

         (b)  Reports on Form 8-K

              None.


<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:  August 12, 1996                  /s/Louis V. Aronson II
                                            Louis V. Aronson II, President
                                            and Chief Executive Officer

                                            (Signing as Duly Authorized
                                             Officer of the Registrant)



    Date:  August 12, 1996                  /s/Daryl K. Holcomb
                                            Daryl K. Holcomb
                                            Vice President &
                                            Chief Financial Officer,
                                            Controller and Treasurer

                                            (Signing as Chief Financial
                                             Officer of the Registrant)



                                   Exhibit 11
RONSON CORPORATION                        
CALCULATION OF EARNINGS PER COMMON SHARE
(Dollars in thousands, except per common share data) (unaudited)                

<TABLE>
<CAPTION>
                                                             Quarter Ended
                                                                June 30,
                                                     -------------------------- 
                                                          1996            1995
                                                     -----------    -----------
<S>                                                  <C>            <C>         
Assuming No Dilution
                                                                    
       Net Earnings ..............................   $       430    $       610
       Less Cumulative Preferred Dividends .......           (44)           (46)
                                                     -----------    -----------

       Net Earnings Applicable to Common Stock ...   $       386    $       564
                                                     ===========    ===========
       Weighted average number of common shares
          outstanding (1) ........................     1,794,730      1,707,698
                                                     -----------    -----------

       Net Earnings per Common Share .............   $      0.22    $      0.33
                                                     ===========    ===========


Assuming Full Dilution
                                                                    
       Net Earnings ..............................   $       430    $       610
                                                     ===========    ===========
       Weighted average number of common shares
          outstanding (1) ........................     1,794,730      1,707,698
       Additional common shares outstanding
          resulting from assumed conversion of
          preferred stock to common stock ........       838,115        873,267
                                                     -----------    -----------

       Total .....................................     2,632,845      2,580,965
                                                     ===========    ===========

       Net Earnings per Common Share .............   $      0.16    $      0.24
                                                     ===========    ===========

</TABLE>
(1)      The dilution due to the  outstanding  stock options was less than 3% in
         the second quarters of 1996 and 1995 and, therefore,  the stock options
         were not included as common stock equivalents for those periods.

<PAGE>
RONSON CORPORATION
CALCULATION OF EARNINGS PER COMMON SHARE
(Dollars in thousands, except per common share data) (unaudited)
<TABLE>
<CAPTION>
                                                            Six Months Ended
                                                                June 30,
                                                     -------------------------- 
                                                          1996            1995
                                                     -----------    -----------
<S>                                                  <C>            <C>                       
Assuming No Dilution
                                                                    
       Net Earnings ..............................   $       663    $       837
       Less Cumulative Preferred Dividends .......           (88)           (92)
                                                     -----------    -----------
       Net Earnings from Continuing Operations
          Applicable to Common Stock .............   $       575    $       745
                                                     ===========    ===========
       Weighted average number of common shares
          outstanding (1) ........................     1,781,222      1,706,803
                                                     -----------    -----------

       Net Earnings per Common Share .............   $      0.32    $      0.44
                                                     ===========    ===========


Assuming Full Dilution
                                                     
       Net Earnings ..............................   $       663    $       837
                                                     ===========    ===========
       Weighted average number of common shares
          outstanding (1) ........................     1,781,222      1,706,803
       Additional common shares outstanding
          resulting from assumed conversion of
          preferred stock to common stock ........       840,126        873,267
                                                     -----------    -----------

       Total .....................................     2,621,348      2,580,070
                                                     ===========    ===========

       Net Earnings per Common Share .............   $      0.25    $      0.32
                                                     ===========    ===========

</TABLE>
(1)      The dilution due to the  outstanding  stock options was less than 3% in
         the six months of 1996 and 1995 and, therefore,  the stock options were
         not included as common stock equivalents for those periods.

<TABLE> <S> <C>

<ARTICLE> 5
<MULTIPLIER> 1,000
       
<S>                             <C>
<PERIOD-TYPE>                   3-MOS
<FISCAL-YEAR-END>                          DEC-31-1996
<PERIOD-END>                               JUN-30-1996
<CASH>                                              23
<SECURITIES>                                         0
<RECEIVABLES>                                    2,962
<ALLOWANCES>                                        94
<INVENTORY>                                      7,152
<CURRENT-ASSETS>                                11,284
<PP&E>                                           6,908
<DEPRECIATION>                                   4,471
<TOTAL-ASSETS>                                  15,555
<CURRENT-LIABILITIES>                           10,763
<BONDS>                                          2,198
                                0
                                          8
<COMMON>                                         1,864
<OTHER-SE>                                         961
<TOTAL-LIABILITY-AND-EQUITY>                    15,555
<SALES>                                         12,682
<TOTAL-REVENUES>                                12,682
<CGS>                                            8,270
<TOTAL-COSTS>                                    8,270
<OTHER-EXPENSES>                                 3,478
<LOSS-PROVISION>                                    10
<INTEREST-EXPENSE>                                 378
<INCOME-PRETAX>                                    501
<INCOME-TAX>                                     (162)
<INCOME-CONTINUING>                                663
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                       663
<EPS-PRIMARY>                                      .32
<EPS-DILUTED>                                      .25
        

</TABLE>


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