<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-QSB
X QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 1996
OR
________ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
Commission File Number
1-5673
RANGER INDUSTRIES, INC.
(Exact name of small business issuer as specified in its charter)
Connecticut 06-0768904
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
c/o Zeisler & Zeisler
558 Clinton Avenue
Bridgeport, Connecticut 06605
(Address of principal executive offices)
(212) 843-8975
(Issuer's telephone number, including area code)
Check whether the issuer: (1) 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.
X
Yes _____________ No _____________
Check whether the registrant filed all documents and reports required to be
filed by Section 12, 13 or 15(d) of the Securities Exchange Act of 1934
after the distribution of securities under a plan confirmed by a court.
X
Yes _____________ No _____________
State the number of shares outstanding of each of the issuer's classes of
common equity, as of the latest practicable date.
Class Outstanding at November 13, 1996
----- --------------------------------
Common Stock, $.01 par value 4,000,000 shares
Transitional Small Business Disclosure Format (check one):
X
Yes _______________ No _____________
<PAGE>
PART I
FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
RANGER INDUSTRIES, INC.
(formerly Coleco Industries, Inc.)
CONSOLIDATED BALANCE SHEETS
September 30, 1996 and December 31, 1995
(See Accountants' Compilation Report)
-------
ASSETS
(Unaudited)
September 30, December 31,
1996 1995
-------------- ------------
Current assets:
Cash and equivalents $ 9,065 $ 67,280
Receivable from the Reorganization Trust -- 1,939
Prepaid insurance -- 17,500
Income tax and interest receivable -- 556
----------- ---------
Total assets $ 9,065 $ 87,275
=========== =========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable and accrued liabilities $ 60,571 $ 42,930
----------- ----------
Total liabilities 60,571 42,930
----------- ----------
Contingencies
Stockholders' equity:
Common stock - $.01 par value, 20,000,000
shares authorized, 4,000,000 shares
issued and outstanding 40,000 40,000
Capital in excess of par value 985,000 910,000
Distribution receivable from
Reorganization Trust (75,000) --
Retained deficit (1,001,506) (905,655)
------------ ---------
Total stockholders' equity (51,506) 44,345
------------ ---------
Total liabilities and stockholders'
equity $ 9,065 $ 87,275
============ ===========
The accompanying notes are an integral part
of the consolidated financial statements.
1
<PAGE>
RANGER INDUSTRIES, INC.
(formerly Coleco Industries, Inc.)
CONSOLIDATED STATEMENTS OF OPERATIONS AND RETAINED DEFICIT
for the quarters ended September 30, 1996 and 1995
(Unaudited - See Accountants' Compilation Report)
-------
1996 1995
---- ----
Net sales $ -- $ --
Operating costs and expenses:
Administrative expenses 53,455 33,934
Other income 3,314 --
Interest income 14 736
--------- ---------
Loss before income taxes (50,127) (33,198)
Provision (benefit) for income taxes -- --
--------- ---------
Net loss (50,127) (33,198)
========= =========
Net loss per share $ (.01) $ (.01)
========= ==========
The accompanying notes are an integral part
of the consolidated financial statements.
2
<PAGE>
RANGER INDUSTRIES, INC.
(formerly Coleco Industries, Inc.)
CONSOLIDATED STATEMENTS OF OPERATIONS AND RETAINED DEFICIT
for the nine months ended September 30, 1996 and 1995
(Unaudited - See Accountants' Compilation Report)
-------
1996 1995
---- ----
Net sales $ -- $ --
Operating costs and expenses:
Administrative expenses 129,650 105,172
Other income 3,314 --
Interest income 485 3,412
---------- ----------
Loss before income taxes (125,851) (101,760)
Provision (benefit) for income taxes (30,000) 1,175
---------- ----------
Net loss $ (95,851) $(102,935)
========== ==========
Net loss per share $ (.02) $ (.03)
========== ===========
The accompanying notes are an integral part
of the consolidated financial statements.
3
<PAGE>
RANGER INDUSTRIES, INC.
(formerly Coleco Industries, Inc.)
CONSOLIDATED STATEMENTS OF CASH FLOWS
for the nine months ended September 30, 1996 and 1995
(Unaudited - See Accountants' Compilation Report)
-------
1996 1995
---- ----
Cash flows from operating activities:
Net loss $ (95,851) $(102,935)
---------- ----------
Adjustments to reconcile net loss to net cash
used in operating activities:
Receivable from the Reorganization Trust 1,939 1,131
Income tax receivable 508 (353)
Interest receivable 48 199
Prepaid insurance 17,500 (9,138)
Accounts payable and accrued liabilities 17,641 (38,296)
---------- ----------
Total adjustments 37,636 (46,457)
---------- ----------
Net cash used in operating activities (58,215) (149,392)
Cash and cash equivalents at beginning of period 67,280 238,980
---------- ----------
Cash and cash equivalents at end of period $ 9,065 $ 89,588
========= ==========
Supplemental disclosures of cash flow information:
Cash paid during the year for:
Income taxes $ -- $ 1,939
========== ==========
The accompanying notes are an integral part
of the consolidated financial statements.
4
<PAGE>
RANGER INDUSTRIES, INC.
(formerly Coleco Industries, Inc.)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited - See Accountants' Compilation Report)
-----------
1. Organization:
On July 11, 1988, Ranger Industries, Inc. (formerly Coleco Industries,
Inc.) and its subsidiaries, Ranger Industries (Delaware), Inc.
(formerly Lakeside Industries, Inc.), and Ranger Industries (New York),
Inc. (formerly Selchow & Righter Company), (collectively the "Company")
filed voluntary petitions in the United States Bankruptcy Court seeking
protection from creditors under Chapter 11 of the Federal Bankruptcy
Code (the "Code").
On October 31, 1989, the Company filed an Amended Plan of Reorganization
with the Federal Bankruptcy Court. This Plan was revised and on November
29, 1989, the Company filed its Second Amended and Restated Consolidated
Plan of Reorganization (the "Plan") with the Federal Bankruptcy Court. On
December 4, 1989, the Disclosure Statement corresponding to the Plan was
approved by the Court for distribution to creditors and shareholders. The
Plan was approved by vote of the creditors and shareholders of the
Company, and by entry of an order dated February 1, 1990, the Plan was
confirmed by the United States Bankruptcy Court for the Southern District
of New York. The effective date of the Plan was February 28, 1990.
The Plan provided for the creation of the Reorganization and Product
Liability Trusts in order to liquidate the Company's remaining assets and
effectuate distributions to the Company's creditors. The Plan also
provided for the emergence of reorganized Ranger Industries, and further
contemplates that Ranger will engage in the business of acquiring income
producing properties or businesses. In this regard, all remaining assets
and liabilities, except for $950,000 retained by the Company for working
capital purposes, were transferred to the Reorganization and Product
Liability Trusts, respectively, effective February 28, 1990.
On May 29, 1996, the Reorganization Trust made its final cash
distribution to creditors. Upon final order of the Bankruptcy Court,
expected to be obtained later in 1996, this Trust will be closed.
The Product Liability Trust continues to process and liquidate certain
product liability related claims. Pursuant to the terms of the Product
Liability Trust Agreement, upon the earlier of (a) February 28, 2020, or
(b) 30 days after the Bankruptcy Court approves the termination of the
Product Liability Trust, after distribution of all of its assets, any
residual funds will revert to the Company, as Grantor of the Trust.
5
<PAGE>
RANGER INDUSTRIES, INC.
(formerly Coleco Industries, Inc.)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, Continued
(Unaudited - See Accountants' Compilation Report)
-----------
1. Organization, Continued:
Additionally, on February 28, 1990, all existing equity and debt
securities previously issued by Ranger Industries, Inc. were canceled.
The previously existing stock was replaced with 4,000,000 shares of new
common stock in Ranger Industries, Inc. with a par value of $.01 per
share. The new stock was initially held by the Reorganization Trust, but
was subsequently distributed to the unsecured creditors in accordance
with the Plan. In addition, 10,000,000 shares of no par value preferred
stock have been authorized although none have yet been issued.
2. Management's Representation:
The accompanying consolidated financial statements should be read in
conjunction with the Notes to Consolidated Financial Statements and
Management's Discussion and Analysis of Financial Condition and results
of Operations included in the Company's 1995 Annual Report filed on Form
10-KSB and in this Form 10-QSB report.
In the opinion of management, all adjustments necessary for a fair
presentation of the results for the interim periods have been made.
3. Income Taxes:
Effective January 1, 1993, the Company adopted Statement of Financial
Accounting Standards No. 109, "Accounting for Income Taxes" ("SFAS 109").
SFAS 109 requires recognition of deferred tax liabilities and assets for
the expected future tax consequences of events that have been included in
the financial statements or income tax returns. Under this method,
deferred tax liabilities and assets are determined based on the
difference between the financial statement and tax bases of assets and
liabilities using enacted tax rates in effect for the year in which the
differences are expected to reverse. In addition, deferred tax assets are
subject to a valuation allowance to reduce them to net realizable value.
6
<PAGE>
RANGER INDUSTRIES, INC.
(formerly Coleco Industries, Inc.)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, Continued
(Unaudited - See Accountants' Compilation Report)
-----------
3. Income Taxes, Continued:
As discussed in Note 1, the assets and liabilities of the Company, except
for $950,000 retained for working capital purposes, were transferred to
the Reorganization and Product Liability Trusts, respectively, effective
February 28, 1990, in accordance with the Plan. Although the matter is
not free from doubt, these Trusts have been treated as grantor trusts.
Accordingly, taxable income or loss associated with the disposition of
assets and the settlement of liabilities by the Trusts are reflected on
the federal income tax return of Ranger Industries, Inc., although such
assets and liabilities are not presented in these consolidated financial
statements (also see Note 4).
Tax expense or benefit is attributable to state taxes due, partially
offset by amounts due under a tax sharing agreement between Ranger
Industries, Inc. and the Reorganization Trust whereby the Trust
reimburses Ranger for taxes paid in certain states.
At September 30, 1996 and December 31, 1995, it was estimated that the
Company had adjusted tax net operating loss carryforwards and future
deductions of approximately $185 million after giving effect to the Plan
and the transactions contemplated thereby, which may be used to offset
future taxable income, subject to several limitations, and which begin to
expire in the year 2002. These amounts include the tax consequences of
the activity of the Reorganization and Product Liability Trusts, as well
as the activity of Ranger Industries, Inc. At September 30, 1996 and
December 31, 1995, the Company had Alternative Minimum Tax (AMT) loss
carryforwards of approximately $161 million which will begin to expire in
the year 2002. The Company also had approximately $13.6 million in tax
credit carryforwards which began expiring in 1993. At the current tax
rates, the taxable income equivalent of the credit carryforwards is
approximately $38.5 million.
Under current tax laws, the Internal Revenue Code provides for certain
limitations following an "ownership change". Accordingly, under the
confirmed Plan of Reorganization, the continued availability of the
Company's net operating loss carryforwards and other tax attributes may
be subject to substantial limitations (also see Note 4).
At September 30, 1996 and December 31, 1995, the only remaining book and
tax base differentials related to the claim settlement activities of the
Reorganization and Product Liability Trusts. Additionally, any deferred
tax asset recorded to recognize the tax net operating loss carryforwards
would be subject to a full valuation allowance under the provisions of
SFAS 109, due to uncertainty of the Company's ability to generate taxable
income to utilize the carryforwards. The Company's tax liabilities at
December 31, 1995 were attributable to federal alternative minimum tax
and state minimum taxes.
7
<PAGE>
RANGER INDUSTRIES, INC.
(formerly Coleco Industries, Inc.)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, Continued
(Unaudited - See Accountants' Compilation Report)
-----------
4. Treasury Regulation:
On January 6, 1992, the Department of the Treasury promulgated new
Treasury Regulations. These regulations interpret Section 269 of the
Internal Revenue Code which permits the Internal Revenue Service to deny
corporations the ability to use tax benefits, such as net operating
losses ("NOLs") where control of the corporation was acquired for the
principal purpose of avoiding tax. The regulations provide that if a
corporation in a bankruptcy reorganization that qualifies for an
exemption from the general rule limiting the use of net operating loss
carryforwards does not carry on a significant amount of an active trade
or business during and subsequent to such bankruptcy reorganization, the
Internal Revenue Service will presume, absent a showing of strong
evidence to the contrary, that the principal purpose of the
reorganization was to evade or avoid Federal income tax and that Section
269 should apply. The regulations are only effective, by their terms,
with respect to acquisitions of control of corporations occurring after
August 14, 1990 and, accordingly, they do not apply to Ranger
Industries, Inc.
Despite the inapplicability of these regulations to Ranger, the issue of
essentially inactive reorganized companies with NOLs that survive
bankruptcy intact has now been firmly raised in the eyes of the Internal
Revenue Service. Accordingly, due to the Company's disposition of its
historic toy businesses to Hasbro and the Company's switch to a new
business of acquiring investments, it is possible that the Internal
Revenue Service may assert that the Company has not carried on a
significant trade or business during and subsequent to its
reorganization. If such an assertion is made and ultimately sustained,
then the Company would be unable to utilize its estimated $185 million
of net operating loss carryforwards. This could have a materially
adverse effect on the Company's ability to attract outside investors
willing to invest in the Company. Notwithstanding these regulations,
there can be no assurance that the Company will be able to attract
sufficient outside investment to allow it to continue to operate, once
its current working capital is depleted. The consolidated financial
statements do not include any adjustments that might result from the
resolution of these uncertainties.
8
<PAGE>
RANGER INDUSTRIES, INC.
(formerly Coleco Industries, Inc.)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, Continued
(Unaudited - See Accountants' Compilation Report)
-----------
5. Related Party Transactions:
The Company has entered into an Agreement with Sass Lamle Rubin & Company
("SLR"), of which James B. Rubin is Senior Managing Director, under which
SLR will provide accounting, administrative, financial, legal,
secretarial and other support services at the Company's request. The
Company incurred costs of $4,800 for these services for each of the
quarters ended September 30, 1996 and 1995. For each of the nine-month
periods ended September 30, 1996 and 1995, the Company incurred costs of
$14,400 for these services.
Effective August 1, 1990, Mr. Rubin, as Chief Executive Officer, is
entitled to an annual salary of $50,000. All fees for his services
during the year are included in administrative expenses in the
consolidated financial statements.
6. Final Distribution from Ranger Industries, Inc. Reorganization Trust:
As described in Note 1, the Reorganization Trust made its final
distribution to creditors on May 29, 1996. On October 31, 1996, the
Company received a distribution of $75,000 from the Reorganization Trust
representing substantially all of the funds expected to be disbursed to
the Company from the Reorganization Trust. This amount has been
reflected as an increase to capital in excess of par value and a
deduction from stockholders' equity in the financial statements at
September 30, 1996.
9
<PAGE>
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations
Overview
This discussion should be read in conjunction with the
Consolidated Financial Statements including the Notes thereto.
During the first quarter of 1990, Ranger Industries,
Inc. (the"Company" or "Ranger") emerged from bankruptcy on
February 28, 1990. The Company filed a voluntary petition on
July 11, 1988 under Chapter 11 of Title 11 of the United States
Code seeking protection from creditors. The Company and the
Company's Official Committee of Unsecured Creditors jointly
proposed and filed the Second Amended and Restated Consolidated
Plan of Reorganization dated November 29, 1989 (the "Plan") with
the Bankruptcy Court. The effective date of the Plan was
February 28, 1990.
Management believes that the business potential of the
Company is contingent upon an acquisition strategy designed to
generate earnings and cash flow. The utilization of the
Company's net operating and other tax loss carryforwards should
help it to achieve its long-term potential. Accordingly, the
Company is seeking one or more individuals or entities
("Investors") willing to invest in the Company in consideration
for less than 50 percent of the common stock, par value $.01 per
share (the "Common Stock"). Although such a transaction would
result in the issuance of not more than four million additional
shares of the Common Stock and a substantial dilution of the
percentage equity interest of other holders of the Common Stock,
the Company believes that its ability to continue to exist in the
long term is dependent upon attracting one or more Investors.
There can be no assurance that the Company will attract Investors
or that it will be able to successfully acquire other businesses.
The Company did not issue any shares of the Common Stock to any
Investors in the first nine months of 1996. Since rule making by
the Department of the Treasury, which rule making may make the
Company's tax loss carryforwards unavailable to the Company, the
Company's ability to attract investors on a reasonable investment
basis may be adversely affected. See Part II, Item 5 "Other
Information."
Liquidity and Capital Resources
The Company's liquidity and capital resources have been
completely changed as a result of the effectiveness of the Plan.
In connection with the Plan, the Bankruptcy Court approved the
establishment of the Reorganization Trust and the Product
Liability Trust. Concurrently with the creation of these two
trusts, the Company distributed all its cash (except for $950,000
retained as working capital) and other assets and liabilities to
creditors and the trusts, and the trusts assumed responsibility
for substantially all remaining cash distributions pursuant to
the Plan to be made to holders of claims and interests.
-10-
<PAGE>
The Reorganization Trust is the primary vehicle for
distributions under the Plan. The Reorganization Trust has completed all of
its distributions and is in the process of winding up. Any monies remaining
in the Reorganization Trust upon completion of this process will be disbursed
to the Company.
The Product Liability Trust processes and liquidates
product liability claims arising out of events that have taken place, or will
take place, on or after May 15, 1990 and makes distributions to holders of
settled or adjudicated claims. The trust contains assets of approximately
$11 million as of September 30, 1996. Pursuant to the terms of the Product
Liability Trust, upon the earlier of (a) February 28, 2020, or (b) 30 days
after the Bankruptcy Court approves the termination of the Product Liability
Trust after distribution of all its assets, any residual funds remaining in
the Product Liability Trust will be distributed to Ranger. Stewart J. Kahn is
the current trustee of the Reorganization Trust and was appointed the
successor trustee of the Product Liability Trust on July 15, 1996, replacing
Bruce W. Strausberg, the initial trustee. At the Company's request, Mr. Kahn
will undertake an evaluation of the claims history of the Product Liability
Trust. Based on that evaluation and other analyses to be conducted by the
Company, the Company may take steps to terminate the Product Liability Trust
earlier than originally scheduled or seek a partial distribution of its assets;
provided, however, there can be no assurance that the Company will take such
steps or if the Company does, that it will be successful in doing so.
The Company's working capital immediately after consummation
of the Plan was $950,000, representing the only monies the Company did not
transfer to the Reorganization Trust. The Company's working capital was
approximately $9,049.41 as of September30, 1996. On October 31, 1996, the
Company received a distribution of $75,000 from the Reorganization Trust
representing substantially all of the money expected to be disbursed to the
Company from the Reorganization Trust. Such sum (and any earnings the Company
receives upon the investment thereof) and the remainder interests, if any, in
the Reorganization Trust and the Product Liability Trust, are the Company's
only source of cash.
The Company is a net user of cash, and its projected
operating costs and expenses for remaining calendar 1996 are approximately
$30,000. In addition, the Company has no existing credit lines or commitments
from any lenders and does not believe it will be able to obtain any substantial
credit line or commitment under current circumstances. Accordingly, unless it
develops additional sources of funds, the Company will deplete its cash
reserves and will not have sufficient capital to operate beyond calendar year
1997.
The Company's ability to continue beyond calendar year 1997
is dependent upon its ability to attract Investors. There can be no assurance
that the Company will attract Investors or acquire investments or that it will
be able to continue operating beyond calendar year 1997.
-11-
<PAGE>
Changes in Financial Condition
The Company's financial condition is set forth in the Balance
Sheet as of September 30, 1996. See "Overview" and the discussion of
"Liquidity and Capital Resources" immediately above for an overview of the
financial condition of Ranger at September 30, 1996.
Results of Operations
Results of operations for September 30, 1996 reflect the fact
that the Company is dependent on its ability to attract Investors.
Three and Nine Months Ended September 30, 1996
During the three months ended September 30, 1996, the Company
had no net sales as it continued to pursue Investors but had interest income
of $14 compared to $736 for the three months ended September 30, 1995. The
Company also had income of $3,314 due to the recovery on a debt due the
Company. During this period, operating costs and expenses, principally
administrative expenses and taxes, were $53,455 compared to $33,934 for the same
period ending September 30, 1995. Operating costs exceeded income resulting
in a net loss of $50,127 for the three months ended September 30, 1996. The
Company also experienced a net loss for the three months ended September 30,
1995 in the amount of $33,198.
During the nine months ended September 30, 1996, the Company
had no net sales, but had interest income of $485 compared to $3,412 for the
nine months ended September 30, 1995. The Company also had income of $3,314
due to the recovery on a debt due the Company. For the first nine months,
operating costs and expenses, principally administrative expenses and taxes,
were $99,650 compared to $106,347 for the same period ending September 30,
1995. The operating costs and expenses for the nine months ended September 30,
1996 reflect a $30,000 benefit for income taxes. Operating costs exceeded
income resulting in a net loss of $95,851 for the nine months ended September
30, 1996. The Company also experienced a net loss for the nine months ended
September 30, 1995 in the amount of $102,935.
PART II
OTHER INFORMATION
Item 5. Other Information
On January 6, 1992 the Department of the Treasury promulgated
new Treasury Regulations. These regulations interpret section 269 of the
Internal Revenue Code which permits the Internal Revenue Service to deny
corporations the ability to use tax benefits, such as net operating losses,
where control of the corporation was acquired for the principal purpose of
avoiding tax. The regulations provide that if a corporation in a bankruptcy
reorganization qualifies for an exemption from the general rule limiting the
use of net operating loss carryforwards
-12-
<PAGE>
("NOLs") but does not carry on a significant amount of an active trade or
business during and subsequent to such bankruptcy reorganization, the Internal
Revenue Service will presume, absent a showing of strong evidence to the
contrary, that the principal purpose of the reorganization was to evade or
avoid Federal income tax and that section 269 should apply. The regulations
are only effective, by their terms, with respect to acquisitions of control of
corporations occurring after August 14, 1990; accordingly they do not apply to
Ranger.
As a practical matter, the fact that the regulations will not
apply the presumption to Ranger may be only of limited benefit. The issue of
temporarily inactive reorganized companies with NOLs that survive bankruptcy
intact has now been firmly raised in the eyes of the IRS field auditors.
There is, therefore, a risk that they will be more likely to find and
challenge the NOLs of such companies even without the ability to utilize the
presumption contained in the new regulations. Any such challenge, if
successful, would have a material detrimental effect on Ranger.
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits:
The exhibits to this report are located on page E-1 hereto
and are hereby incorporated by reference.
(b) Reports on Form 8-K:
None.
-13-
<PAGE>
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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.
RANGER INDUSTRIES, INC.
November 13, 1996 By: /s/ James B. Rubin
-----------------------------
James B. Rubin, President,
Chief Executive Officer, and
Acting Chief Financial Officer
-14-
<PAGE>
EXHIBIT INDEX
Certain of the exhibits to this report, indicated by an asterisk,
are hereby incorporated by reference to other documents on file with the
Securities and Exchange Commission with which they are physically filed, to
be a part hereof as of their respective dates.
Exhibit
No. Description
- -------- -----------
2.* Order of the United States Bankruptcy Court for the Southern
District of New York confirming the Second Amended and Restated
consolidated Plan of Reorganization. (Ranger Industries, Inc. Form
10-K for the year ended December31, 1989 (File No. 1-5673))
2.1* Second Amended and Restated Plan of Reorganization. (Ranger
Industries, Inc. Form 10-K for year ended December31, 1989 (File
No. 1-5673))
3.1* Amended and Restated Certificate of Incorporation of the Company.
(Ranger Industries, Inc. Form 10-K for year ended December 31, 1989
(File No. 1-5673))
3.2* Amended and Restated By Laws of the Company. (Ranger Industries,
Inc. Form 10-KSB for the year ended December 31, 1994 (File
No. 1-5673))
11 Computation of earnings per share.
15 Letter regarding unaudited interim financial information.
27 Financial Data Schedule
E-1
<PAGE>
Exhibit 11
RANGER INDUSTRIES, INC.
(formerly Coleco Industries, Inc.)
COMPUTATION OF EARNINGS PER SHARE
(Unaudited - See Accountants' Compilation Report)
for the nine-month periods ended September 30, 1996 and 1995
-------
1996 1995
---- ----
Primary:
Net loss $ (95,851) $ (102,935)
Average common shares outstanding 4,000,000 4,000,000
Primary loss per share $ (.02) $ (.03)
Fully diluted:
Net loss $ (95,851) $ (102,935)
Average common shares outstanding 4,000,000 4,000,000
Fully-diluted loss per share $ (.02) $ (.03)
<PAGE>
Exhibit 11 , Continued
RANGER INDUSTRIES, INC.
(formerly Coleco Industries, Inc.)
COMPUTATION OF EARNINGS PER SHARE
(Unaudited - See Accountants' Compilation Report)
for the quarters ended September 30, 1996 and 1995
-------
1996 1995
---- ----
Primary:
Net loss $ (50,127) $ (33,198)
Average common shares outstanding 4,000,000 4,000,000
Primary loss per share $ (.01) $ (.01)
Fully diluted:
Net loss $ (50,127) $ (33,198)
Average common shares outstanding 4,000,000 4,000,000
Fully-diluted loss per share $ (.01) $ (.01)
<PAGE>
Exhibit 15
[Letterhead]
REPORT OF INDEPENDENT ACCOUNTANTS
To the Board of Directors of
Ranger Industries, Inc.
(formerly Coleco Industries, Inc.):
The accompanying consolidated balance sheet of Ranger Industries, Inc. and
Subsidiaries as of September 30, 1996, and the related consolidated statements
of operations and retained deficit and cash flows for the three and nine-month
periods ended September 30, 1996 and 1995 were not audited by us and,
accordingly, we do not express an opinion or any other form of assurance on
them.
The consolidated financial statements, including the consolidated balance
sheet, for the year ended December 31, 1995 were audited by us, and we
expressed an unqualified opinion on them, which included explanatory paragraphs
with respect to the substantial doubt about the Company's ability to continue
as a going concern, the dissolution of the Company by the Secretary of State of
the State of Connecticut on October 25, 1991 for failure to file its biennial
report in 1990, the reinstatement of the Company as a Connecticut corporation
on October 6, 1994, and the adoption of Statement of Financial Accounting
Standards No. 109, "Accounting For Income Taxes", in 1993, in our report dated
March 14, 1996, but we have not performed any auditing procedures since that
date.
COOPERS & LYBRAND L.L.P.
Hartford, Connecticut
November 7, 1996
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
This schedule contains summary financial information extracted from the
Consolidated Balance Sheet and Consolidated Statement of Operations and Retained
Deficit and is qualified in its entirety by reference to such financial
statements.
</LEGEND>
<MULTIPLIER> 1
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-START> JAN-01-1996
<PERIOD-END> SEP-30-1996
<CASH> 9,065
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 9,065
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 9,065
<CURRENT-LIABILITIES> 60,571
<BONDS> 0
<COMMON> 0
0
40,000
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<CGS> 0
<TOTAL-COSTS> 129,650
<OTHER-EXPENSES> (3,314)
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<INTEREST-EXPENSE> (485)
<INCOME-PRETAX> (125,851)
<INCOME-TAX> (30,000)
<INCOME-CONTINUING> (95,851)
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<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (95,851)
<EPS-PRIMARY> (.02)
<EPS-DILUTED> 0
</TABLE>
