RONSON CORP
10-Q, 1999-05-17
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 March 31, 1999
                  --------------

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)


                                 (732) 469-8300
- --------------------------------------------------------------------------------
              (Registrant's telephone number, including area code)


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

    As of March 31, 1999, there were 3,197,736 shares of the registrant's common
    stock outstanding.
<PAGE>
                               RONSON CORPORATION

                                 FORM 10-Q INDEX
                                 ---------------


                                                                


    PART I -      FINANCIAL INFORMATION:

         CONSOLIDATED BALANCE SHEETS:
                  MARCH 31, 1999 AND DECEMBER 31, 1998          

         CONSOLIDATED STATEMENTS OF EARNINGS:
                  QUARTER ENDED MARCH 31, 1999 AND 1998         

         CONSOLIDATED STATEMENTS OF CASH FLOWS:
                  QUARTER ENDED MARCH 31, 1999 AND 1998         

         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>
                                                   March 31,     December 31,
                                                     1999           1998
                                                 ------------   ------------
                         ASSETS                  (unaudited)
<S>                                                <C>           <C>     
CURRENT ASSETS:
Cash and cash equivalents                          $     26      $    146
Accounts receivable, net                              1,605         1,777
Inventories:
  Finished goods                                      2,302         2,189
  Work in process                                        58            66
  Raw materials                                         515           429
                                                   --------      --------
                                                      2,875         2,684
Other current assets                                  1,455         1,447
                                                   --------      --------
      TOTAL CURRENT ASSETS                            5,961         6,054
                                                   --------      --------
Property, plant and equipment, at cost:
  Land                                                   19            19
  Buildings and improvements                          4,118         3,740
  Machinery and equipment                             7,496         7,456
  Construction in progress                              155           471
                                                   --------      --------
                                                     11,788        11,686
Less accumulated depreciation and amortization        5,996         5,879
                                                   --------      --------
                                                      5,792         5,807
Other assets                                          2,784         2,741
                                                   --------      --------
                                                   $ 14,537      $ 14,602
                                                   ========      ========
</TABLE>
<PAGE>
              RONSON CORPORATION AND ITS WHOLLY OWNED SUBSIDIARIES
                           CONSOLIDATED BALANCE SHEETS
              ----------------------------------------------------
                            (in thousands of dollars)
<TABLE>
<CAPTION>
                                                   March 31,     December 31,
                                                     1999           1998
                                                 ------------   ------------
                                                 (unaudited)
<S>                                                <C>           <C>     
    LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
Short-term debt                                    $  1,980      $  2,209
Current portion of long-term debt and leases            490           489
Accounts payable                                      2,262         1,941
Accrued expenses                                      1,811         1,790
Current liabilities of discontinued operations        1,638         1,833
                                                   --------      --------
      TOTAL CURRENT LIABILITIES                       8,181         8,262
                                                   --------      --------
Long-term debt and leases                             3,631         3,761
Other long-term liabilities                             443           434

STOCKHOLDERS' EQUITY:
Common stock                                          3,260         3,260
Additional paid-in capital                           28,991        29,007
Accumulated deficit                                 (27,306)      (27,442)
Accumulated other comprehensive deficit              (1,069)       (1,086)
                                                   --------      --------
                                                      3,876         3,739
Less cost of treasury shares                          1,594         1,594
                                                   --------      --------
      TOTAL STOCKHOLDERS' EQUITY                      2,282         2,145
                                                   --------      --------
                                                   $ 14,537      $ 14,602
                                                   ========      ========
</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
                                                         March 31,
                                                    -------------------
                                                    1999           1998
                                                    ----           ----
<S>                                                 <C>            <C>    
NET SALES                                        $  5,609       $  5,435
                                                 --------       --------
Cost and expenses:                                   
   Cost of sales                                    3,231          3,194  
   Selling, shipping and advertising                  929            870
   General and administrative                         953            903
   Depreciation and amortization                      137            139
                                                 --------       --------
                                                    5,250          5,106
                                                 --------       -------- 

EARNINGS FROM OPERATIONS                              359            329    
                                                 --------       --------    
Other expense:              
   Interest expense                                   161            168                         
   Other-net                                           22             10  
                                                 --------       --------                         
                                                      183            178 
                                                 --------       --------    
                                                        
EARNINGS BEFORE INCOME TAXES                          176            151

Income tax expense (benefits)-net                      40            (32)
                                                 --------       --------                         

NET EARNINGS                                     $    136       $    183
                                                 ========       ========

NET EARNINGS PER COMMON SHARE:
 
    Basic                                        $   0.04       $   0.06
                                                 ========       ========
  
    Diluted                                      $   0.04       $   0.06
                                                 ========       ========
</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>
                                                        Quarter Ended
                                                            March 31,
                                                       ------------------
                                                         1999      1998  
                                                       -------    -------
<S>                                                    <C>        <C>    
Cash Flows from Operating Activities:
Net earnings                                           $   136    $   183
Adjustments to reconcile net earnings to net cash
   provided by operating activities:
   Depreciation and amortization                           137        139
   Deferred income tax expense (benefits)                   26        (38)
   Increase in cash from changes in current assets
      and current liabilities                              381        493
   Discontinued operations                                (246)       (78)
   Other                                                   (76)        33
                                                       -------    -------
      Net cash provided by operating activities            358        732
                                                       -------    -------
Cash Flows from Investing Activities:
Net cash used in investing activities,
   capital expenditures                                   (120)       (31)
                                                       -------    -------
Cash Flows from Financing Activities:
Proceeds from short-term debt                               --         40
Proceeds from exercise of stock options                     --         17
Payments of short-term debt                               (229)      (592)
Payments of long-term debt                                (103)      (103)
Payments of long-term lease obligations                    (26)       (23)
                                                       -------    -------

   Net cash used in financing activities                  (358)      (661)
                                                       -------    -------
   Net increase (decrease) in cash                        (120)        40

   Cash at beginning of period                             146         32
                                                       -------    -------    

   Cash at end of period                               $    26    $    72
                                                       =======    =======
</TABLE>
See notes to consolidated financial statements.
<PAGE>

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                FOR THE QUARTER ENDED MARCH 31, 1999 (unaudited)

Note 1:   ACCOUNTING POLICIES

     Basis of Financial  Statement  Presentation - The information as of and for
the three months ended March 31, 1999 and 1998, is unaudited.  In the opinion of
management,  all adjustments necessary for a fair presentation of the results of
such interim periods have been included.

     Discontinued   Operations  -  In  December  1989  Ronson  Corporation  (the
"Company")  adopted a plan to  discontinue  the operations in 1990 of one of its
New  Jersey  facilities,   Ronson  Metals  Corporation,   subsequently   renamed
Prometcor,  Inc.  ("Prometcor").  As a result,  the operations of Prometcor have
been  classified as  discontinued  operations 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.

 
Note 2:   PER COMMON SHARE DATA

     The calculation and reconciliation of Basic and Diluted Earnings per Common
Share were as follows (in thousands except per share data):
<TABLE>
<CAPTION>
                                       Quarter Ended March 31,
                       ------------------------------------------------------
                                   1999                        1998
                       --------------------------  --------------------------
                                            Per                         Per
                                           Share                       Share
                       Earnings   Shares   Amount  Earnings   Shares   Amount
                       --------   ------   ------  --------   ------   ------
<S>                    <C>        <C>      <C>     <C>         <C>     <C>   
    Net earnings       $    136                    $    183
    Less accrued
     dividends on
     preferred stock         (2)                         (2)
                       --------                    --------                  

    Basic                   134   3,197    $ 0.04        181    3,166  $ 0.06
                                           ======                      ======  
    Effect of dilutive
     securities:
     Stock options                    5                           17
     Cumulative
      convertible
      preferred stock         2      37                   2       37
                       --------   -----            --------    -----          
    Diluted            $    136   3,239    $ 0.04  $    183    3,220   $ 0.06
                       ========   =====    ======  ========    =====   ======
</TABLE>
     There were no securities  that were excluded in the  computation of Diluted
Earnings Per Share because they were anti-dilutive in the periods presented.
<PAGE>

Note 3:   SHORT-TERM DEBT

     In 1995 Ronson  Consumer  Products  Corporation  ("RCPC")  entered  into an
agreement  with Summit Bank  ("Summit")  for a Revolving  Loan. On May 13, 1999,
RCPC and Summit  extended  RCPC's  Revolving Loan to June 30, 2002. The extended
agreement also amended certain other terms of the Revolving Loan agreement.  The
Revolving Loan of $1,133,000 at March 31, 1999,  provides a line of credit up to
$2,500,000 to RCPC based on accounts receivable and inventory.

     In July 1997 RCPC and  Summit  amended  the  Revolving  Loan  agreement  to
provide $400,000 in additional loan availability.  The $400,000  additional loan
availability  is being reduced in monthly  amounts of $20,833 to June 1999. With
the extension of the Revolving Loan and the Mortgage Loan agreement  refinancing
on May 13, 1999 (refer to Note 4 below),  Summit will  provide  additional  loan
availability of  approximately  $200,000 to be amortized  through June 30, 2000.
The outstanding amount under the agreement for the additional  available loan of
$63,000 as of March 31, 1999, is included in the balance of the  Revolving  Loan
in the paragraph above.

     In 1995 Ronson Corporation of Canada, Ltd.  ("Ronson-Canada")  entered into
an agreement  with  Canadian  Imperial  Bank of Commerce  ("CIBC") for a line of
credit of  C$250,000.  The agreement  was extended to 1999.  The Revolving  Loan
balance of $99,000  (C$149,000)  at March 31, 1999, of  Ronson-Canada  under the
line  of  credit  is  secured  by  the  accounts  receivable  and  inventory  of
Ronson-Canada.  The Revolving Loan currently bears interest at the rate of 1.25%
above CIBC's prime rate.

     At March 31, 1999,  Ronson  Aviation,  Inc.  ("Ronson  Aviation") had notes
payable consisting of the following: 1) $670,000 due to Raytheon Aircraft Credit
Corp.; and 2) $78,000 due to Greentree  Financial Servicing  Corporation.  These
notes are each  collateralized  by  specific  aircraft,  and the notes are to be
repaid from the proceeds from the sale of the aircraft.

     In August 1997 Ronson Aviation  entered into an agreement with Summit for a
Revolving Loan and a Term Loan (refer to Note 4 below  regarding the Term Loan).
The Revolving Loan, which had not yet been utilized at March 31, 1999,  provides
a line of credit up to  $400,000  to Ronson  Aviation  based on the level of its
accounts  receivable.  On May 13, 1999,  the Revolving Loan was extended for two
years to June 30, 2002.

Note 4:   LONG-TERM DEBT

     On May 13, 1999, RCPC and Summit entered into an agreement which refinanced
the existing  Mortgage Loan  agreement on the RCPC  property.  The Mortgage Loan
balance was  $1,211,000 at March 31, 1999.  The amended  Mortgage Loan agreement
provides for additional  funds of  approximately  $550,000,  is payable in sixty
monthly installments of $17,218,  including interest,  and a final installment
on May 1, 2004. The loan bears interest at a fixed rate of 8.39%.

     In August 1997 Ronson  Aviation  entered  into a Term Loan  agreement  with
Summit in the original  amount of $285,000.  The Term Loan is payable in monthly
installments  of $4,750 plus  interest.  On May 13,  1999,  Ronson  Aviation and
Summit amended the Term Loan agreement to extend the payment terms for two years
to June 30, 2002. The Term Loan balance was $195,000 at March 31, 1999.

     Ronson  Aviation  has six  additional  term loans  payable  to Summit  with
balances at March 31, 1999, totalling  approximately  $2,280,000.  The loans are
collateralized by specific aircraft.
<PAGE>
     In September  1998 Ronson  Aviation  entered  into a  Promissory  Term Note
agreement  with Texaco  Refining and Marketing,  Inc. in the original  amount of
$250,000.  The  Promissory  Term Note,  with a balance of  $240,000 at March 31,
1999,  is payable in 120  monthly  installments  of $2,775  including  interest,
through  September 14, 2008. The Promissory Term Note bears interest at the rate
of 6% per annum.  The  proceeds  of the  Promissory  Term Note are being used to
finance the construction of Ronson  Aviation's new aircraft fueling  facilities.
The  Promissory  Term Note is  secured  by the leased  premises  of the  fueling
facilities  complex and all related  equipment,  and also  contains  restrictive
covenants.


Note 5:   CONTINGENCIES

     In  September  1998 the Company  received a "de minimis"  settlement  offer
("Settlement  Offer") from the United  States  Environmental  Protection  Agency
("USEPA")  related to waste  disposed of prior to 1980 at a landfill in Monterey
Park,  California,  which the USEPA had designated 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.  As a result,  in
August  1995 the  Company  received  a  General  Notice  Letter  from the  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  at the  Site.  In 1981  the  Company  sold  the  Duarte,
California,   hydraulic   subsidiary,   Ronson   Hydraulic   Units   Corporation
("RHUCOR-CA"),  to the Boeing  Corporation.  The USEPA has notified a subsequent
owner of the facility that the USEPA considers the subsequent  owner also liable
for the costs the USEPA  determines to be due as a result of  RHUCOR-CA's  waste
having been sent to the Site. The USEPA may also consider  financial  factors in
determining  the final  amount  due.  In the fourth  quarter of 1998 the Company
offered to settle the matter for six equal  payments  totalling  $90,000,  to be
paid  semiannually  over three  years.  Although  the USEPA's  Settlement  Offer
includes various options at costs of from $307,000 to $376,000,  and the Company
has offered to settle the matter for $90,000,  the Company's final contribution,
if any, is not yet determinable. The Company has accrued the amount of its offer
and related expenses.

     In February 1999 Ronson Aviation completed the installation of a new 58,500
gallon fueling  facility at a total cost of approximately  $430,000,  and ceased
use of most of its former  underground  storage tanks.  The underground  storage
tanks  formerly  used by Ronson  Aviation  will be closed in place or removed in
1999  as  required  by the  NJDEP.  The  extent  of  any  soil  and  groundwater
contamination  cannot be determined  until testing has been  undertaken.  Ronson
Aviation is in negotiations with the lessor, the County of Mercer ("Mercer"), as
to the  allocation  of  responsibility  for  the  costs  of  meeting  regulatory
requirements  as to the former tank system because the former tanks are owned by
Mercer and most of the tanks  pre-date  the lease  between  Ronson  Aviation and
Mercer. Since the ultimate allocation of costs cannot be estimated at this time,
the effect on the Company's  financial  position or results of future operations
cannot be  estimated at this time.  Management  does not believe that the effect
will be material.

     In the third  quarter of 1998,  a  mechanical  failure  at Ronson  Aviation
resulted in an overfill of a fuel tank and a release of about 700 gallons of jet
fuel.  The  Company has taken  appropriate  action to address the release and to
meet NJDEP  requirements.  Ronson  Aviation has accrued  projected  future costs
related  to  the  release.  Until  all  required  remediation  and  sampling  is
completed,  the total cost of the release  cannot be  determined.  The Company's
insurance carriers have been notified of the claim, and management believes that
the Company will receive a reimbursement  for the cost from  insurance,  but the
Company has not recorded a receivable for that reimbursement.
<PAGE>
     The Company is involved in various  lawsuits and claims.  While the amounts
claimed may be  substantial,  the ultimate  liability  cannot now be  determined
because of the considerable  uncertainties that exist. Therefore, it is possible
that  results  of  operations  or  liquidity  in a  particular  period  could be
materially affected by certain contingencies.  However, based on facts currently
available,  including  the  insurance  coverage  that the  Company has in place,
management  believes that the outcome of these lawsuits and claims will not have
a material adverse effect on the Company's financial position.

Note 6:   INDUSTRY SEGMENTS INFORMATION

     The Company has two  reportable  segments:  consumer  products and aviation
services.  The Company's  reportable  segments are strategic business units that
offer different products and services.

     Financial   information  by  industry   segment  is  summarized  below  (in
thousands): 
<TABLE>
<CAPTION>
                                                Quarter Ended March 31,
                                                1999              1998
                                                ----              ----
<S>                                           <C>               <C>    
    Net sales:
      Consumer Products                       $ 3,978           $ 3,727
      Aviation Services                         1,631             1,708
                                              -------           -------

        Consolidated                          $ 5,609           $ 5,435
                                              =======           =======
    Earnings (loss) from operations:
      Consumer Products                       $   662           $   615
      Aviation Services                            74               103
                                              -------           -------

      Total reportable segments                   736               718
      Corporate and others                       (377)             (389)
                                              -------           -------

        Consolidated                          $   359           $   329
                                              =======           =======
    Earnings (loss) before intercompany
      charges and taxes:
      Consumer Products                       $   616           $   556
      Aviation Services                            (3)               46
                                              -------           -------

      Total reportable segments                   613               602
      Corporate and others                       (437)             (451)
                                              -------           -------

        Consolidated                          $   176           $   151
                                              =======           =======
</TABLE>
Note 7:   COMPREHENSIVE INCOME

     Comprehensive  Income  is  the  change  in  equity  during  a  period  from
transactions and other events from nonowner  sources.  As required,  the Company
classifies  items of other  comprehensive  income in  financial  statements  and
displays  the  accumulated  balance  of  other  comprehensive  income  (deficit)
separately in the equity section of the Consolidated Balance Sheets.  
<PAGE>
Changes  in  the  components  of  Other  Comprehensive   Income  (Loss)  and  in
Accumulated Other  Comprehensive  Deficit for the first quarters ended March 31,
1999 and 1998, were as follows (in thousands):
<TABLE>
<CAPTION>
                         Foreign Currency  Minimum Pension     Accumulated
                            Translation       Liability    Other Comprehensive
                             Adjustment       Adjustment          Deficit
                         ----------------  --------------- ------------------- 
<S>                        <C>               <C>               <C>       
    Balance at
    December 31, 1998      $     (96)        $    (990)        $  (1,086)
 
    Change during first
    quarter 1999                   4                13                17
                           ---------         ---------         --------- 
    Balance at
    March 31, 1999         $     (92)        $    (977)        $  (1,069)
                           =========         =========         ========= 
    Balance at
    December 31, 1997      $     (61)        $  (1,545)        $  (1,606)

    Change during first
    quarter 1998                   5                40                45
                           ---------         ---------         --------- 
    Balance at
    March 31, 1998         $     (56)        $  (1,505)        $  (1,561)
                           =========         =========         ========= 
</TABLE>
Note 8: STATEMENTS OF CASH FLOWS

     Certificates  of deposit  that have a  maturity  of 90 days or more are not
considered  cash  equivalents  for  purposes  of the  accompanying  Consolidated
Statements of Cash Flows.

     Supplemental  disclosures  of cash  flow  information  are as  follows  (in
thousands):
<TABLE>
<CAPTION>
                                               Quarter Ended
                                                  March 31,
                                               1999     1998
                                               ----     ----
<S>                                            <C>      <C> 
Cash Payments for Interest                     $141     $169
</TABLE>
<PAGE>
MANAGEMENT'S  DISCUSSION  AND  ANALYSIS OF  FINANCIAL  CONDITION  AND RESULTS OF
OPERATIONS

RESULTS OF OPERATIONS

First Quarter 1999 Compared to First Quarter 1998.

     The  Company's  Net Sales  increased by 3% in the first  quarter of 1999 to
$5,609,000 from $5,435,000 in the first quarter of 1998. The Company's  Earnings
from  Operations  improved by 9% to  $359,000 in the first  quarter of 1999 from
$329,000 in the first quarter of 1998.

     Earnings  before Income Taxes increased by 17% in the first quarter of 1999
to $176,000  from  $151,000 in the first  quarter of 1998.  Net  Earnings in the
first quarter of 1999 were $136,000 as compared to $183,000 in the first quarter
of 1998.

     The 1999 Net  Earnings  were  lower  than the 1998 Net  Earnings  due to an
increase in deferred  income tax expense in the first quarter of 1999,  while in
1998 there were deferred income tax benefits.  Net Earnings in the first quarter
of 1999 were net of  deferred  income  tax  expense  of  $26,000,  while the Net
Earnings in the first quarter of 1998 included  deferred  income tax benefits of
$38,000, a combined increase in deferred income tax expense of $64,000.

     The Company's  Consolidated  Net Sales increased to $5,609,000 in the first
quarter  of 1999 from  $5,435,000  in the first  quarter  of 1998.  Net Sales of
consumer  products at Ronson  Consumer  Products  Corporation,  Woodbridge,  New
Jersey, and Ronson Corporation of Canada, Ltd.,  Mississauga,  Ontario (together
"Ronson  Consumer  Products"),  increased by 7% in the first  quarter of 1999 as
compared to the first quarter of 1998  primarily  due to increased  shipments of
lighters and accessory  products.  Net Sales at Ronson  Aviation,  Trenton,  New
Jersey,  decreased  by 5% in the first  quarter of 1999 as compared to the first
quarter of 1998,  primarily because of lower aircraft sales in the first quarter
of 1999.

     Consolidated  Cost of Sales, as a percentage of Consolidated Net Sales, was
58% in the first  quarter  of 1999 as  compared  to 59% in the first  quarter of
1998. The Cost of Sales percentage at Ronson Consumer  Products was unchanged at
50% in the first quarters of both 1999 and 1998. The Cost of Sales percentage at
Ronson Aviation decreased to 76% in the first quarter of 1999 as compared to 77%
in the first quarter of 1998  primarily due to the change in the mix of products
sold as the result of the lower 1999 aircraft sales.

     Consolidated Selling, Shipping and Advertising Expenses, as a percentage of
Consolidated Net Sales,  increased  slightly to 17% in the first quarter of 1999
from 16% in the first quarter of 1998.  Consolidated  General and Administrative
Expenses, as a percentage of Consolidated Net Sales, was unchanged at 17% in the
first quarter of both 1999 and 1998.

     The 3% increase in Consolidated Net Sales and the lower  Consolidated  Cost
of Sales percentage  resulted in a 9% increase in Earnings from Operations and a
17% increase in Earnings  before  Income  Taxes in the first  quarter of 1999 as
compared to the first quarter of 1998.
<PAGE>
FINANCIAL CONDITION

     The  Company's  Stockholders'  Equity  improved to  $2,282,000 at March 31,
1999,  from $2,145,000 at December 31, 1998. The improvement of $137,000 in 1999
Stockholders'  Equity was primarily due to the Net Earnings in the first quarter
of 1999. The Company had a deficiency in working  capital of $2,220,000 at March
31, 1999, as compared to $2,208,000 at December 31, 1998.

     In May 1999 the Company and its principal lender, Summit, reached agreement
to amend the Revolving  Loans,  Mortgage Loan and Term Loan with RCPC and Ronson
Aviation.  The  amendments  include a new Mortgage Loan with RCPC which provides
additional funds of approximately $550,000 to RCPC and extends the expiration of
the Mortgage Loan to May 1, 2004. The amendments  also provide for extensions of
the RCPC Revolving  Loan,  the Ronson  Aviation  Revolving  Loan, and the Ronson
Aviation Term Loan for two years to June 30, 2002.  The RCPC  Revolving  Loan is
amended to also  provide  approximately  an  additional  $200,000  in  available
borrowing,  to be amortized through June 30, 2000. A substantial majority of the
total  of  $750,000  in  additional  funds  will be  utilized  to meet  the cash
requirements of the Prometcor environmental clearance.

     During the first quarter and April 1999,  Prometcor received clearance from
the NRC and NJDEP to demolish the buildings on the Prometcor  property which had
not previously  been released.  The demolition was completed in April.  Progress
with  the  remaining  tasks  to  complete  Prometcor's  environmental  clearance
continues.  The full extent of the costs and time required for completion is not
determinable  until the remediation and  confirmation  testing of the properties
have been completed and accepted by the NJDEP and NRC.

     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.

YEAR 2000 ISSUES

     The Company's  information  technology  systems have been reviewed for Year
2000  ("Y2K")  readiness,  and  actions  have been taken to update all  material
systems.  The  information  technology  systems  used at  Ronson  Aviation  were
recently acquired and have been certified Y2K compliant.  The necessary upgrades
to the  information  technology  systems  utilized  by the  Company  and  Ronson
Consumer  Products have been  acquired.  The  implementation  of these  upgraded
systems is substantially complete and is expected to be tested in the second and
third quarters of 1999.

     The Company has also reviewed its non-information  technology systems.  The
Company believes there are no material concerns. This assessment includes Ronson
Aviation's aircraft and related equipment.

     The Company has  assessed its material  relationships  with third  parties.
Based on  information  received from the Company's  third  parties,  the Company
believes  that  those  third  parties  with  which the  Company  has a  material
relationship will not be disrupted by any Y2K issues.
<PAGE>
     The  majority  of the costs to address the  Company's  Y2K issues have been
incurred and have not been material.  Any costs remaining are not expected to be
material.

     Because of the current status of the Company's  preparations related to the
Y2K issues,  the Company  does not  believe  there is a material  risk of losses
related to the Y2K issues.

     For those systems for which compliance has not yet been  demonstrated,  the
Company is  developing  contingency  plans even though none of those systems are
material to the Company's operations.

FORWARD-LOOKING STATEMENTS

     This  Management's  Discussion  and Analysis of Results of  Operations  and
Financial  Condition and other sections of this report  contain  forward-looking
statements that anticipate  results based on management's plans that are subject
to uncertainty. The use of the words "expects", "plans", "anticipates" and other
similar words in conjunction with discussions of future  operations or financial
performance identifies these statements.

     Forward-looking  statements  are based on  current  expectations  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.  Investors  should  realize  that if  underlying
assumptions prove inaccurate or that unknown risks or uncertainties materialize,
actual results could vary materially from our  projections.  The Company assumes
no  obligation  to update any  forward-looking  statements as a result of future
events or developments.

     Investors are cautioned not to place undue reliance on such statements that
speak only as of the date made.  Investors also 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.

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:  May 13, 1999                     /s/ Louis V. Aronson II
                                        ----------------------------------------
                                        Louis V. Aronson II, President
                                        and Chief Executive Officer

                                        (Signing as Duly Authorized
                                        Officer of the Registrant)


Date:  May 13, 1999                     /s/ Daryl K. Holcomb
                                        ----------------------------------------
                                        Daryl K. Holcomb, Vice President
                                        and Chief Financial Officer,
                                        Controller and Treasurer

                                        (Signing as Chief Financial
                                        Officer of the Registrant)

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