<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 June 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.
Yes X 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.
Yes X 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 August 13, 1996
Common Stock, $.01 par value 4,000,000 shares
Transitional Small Business Disclosure Format (check one):
Yes No X
----- -----
<PAGE>
PART I
FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
RANGER INDUSTRIES, INC.
(formerly Coleco Industries, Inc.)
CONSOLIDATED BALANCE SHEETS
June 30, 1996 and December 31, 1995
(See Accountants' Compilation Report)
-------
ASSETS
<TABLE>
<CAPTION>
(Unaudited)
June 30, December 31,
1996 1995
---------- ----------
<S> <C> <C>
Current assets:
Cash and equivalents $ 6,866 $ 67,280
Receivable from the Reorganization Trust 1,470 1,939
Prepaid insurance -- 17,500
Income tax and interest receivable 556 556
---------- ----------
Total assets $ 8,892 $ 87,275
========== ==========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable and accrued liabilities $ 10,271 $ 42,930
---------- ----------
Total liabilities 10,271 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 910,000 910,000
Retained deficit (951,379) (905,655)
---------- ----------
Total stockholders' equity (1,379) 44,345
---------- ----------
Total liabilities and stockholders' equity $ 8,892 $ 87,275
========== ==========
</TABLE>
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 June 30, 1996 and 1995
(Unaudited - See Accountants' Compilation Report)
-------
1996 1995
---- ----
Net sales $ -- $ --
-------- --------
Operating costs and expenses:
Administrative expenses 40,138 35,441
Interest income 42 1,307
-------- --------
Loss before income taxes (40,096) (34,134)
Provision (benefit) for income taxes (30,000) 850
-------- --------
Net loss $(10,096) $(34,984)
======== ========
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 six months ended June 30, 1996 and 1995
(Unaudited - See Accountants' Compilation Report)
-------
1996 1995
---- ----
Net sales $ -- $ --
-------- --------
Operating costs and expenses:
Administrative expenses 76,195 71,238
Interest income 471 2,676
-------- --------
Loss before income taxes (75,724) (68,562)
Provision (benefit) for income taxes (30,000) 1,175
-------- --------
Net loss $(45,724) $(69,737)
======== ========
Net loss per share $ (.01) $ (.02)
======== ========
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 six months ended June 30, 1996 and 1995
(Unaudited - See Accountants' Compilation Report)
-------
<TABLE>
<CAPTION>
1996 1995
---- ----
<S> <C> <C>
Cash flows from operating activities:
Net loss $ (45,724) $ (69,737)
----------- -----------
Adjustments to reconcile net loss to net cash used
in operating activities:
Receivable from the Reorganization Trust 469 1,131
Income tax receivable -- (353)
Interest receivable -- 163
Prepaid insurance 17,500 (17,888)
Accounts payable and accrued liabilities (32,659) (41,373)
----------- -----------
Total adjustments (14,690) (58,320)
----------- -----------
Net cash used in operating activities (60,414) (128,057)
Cash and cash equivalents at beginning of period 67,280 238,980
----------- -----------
Cash and cash equivalents at end of period $ 6,866 $ 110,923
=========== ===========
Supplemental disclosures of cash flow information:
Cash paid during the year for:
Income taxes $ -- $ 1,939
=========== ===========
</TABLE>
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 June 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 June 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 June 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 June 30, 1996 and 1995. For each of the six-month periods
ended June 30, 1996 and 1995, the Company incurred costs of $9,600 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.
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. Although such a transaction would result in the issuance of
not more than four million additional shares of the common stock, par value
$.01 per share (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 six 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 the trust.
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 March 31, 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 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 Products 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
$6,854 as of June 30, 1996. Such sum (and any earnings the Company receives
upon the investment thereof) is 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 $70,000. 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 pay its projected 1996 expenditures or to
operate beyond the first nine months of 1996.
The Company's ability to continue beyond the first nine months of
1996 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 the first nine months of
1996.
Changes in Financial Condition
The Company's financial condition is set forth in the Balance Sheet
as of June 30, 1996. See "Overview" and the
-11-
<PAGE>
discussion of "Liquidity and Capital Resources" immediately above for an
overview of the financial condition of Ranger at June 30, 1996.
Results of Operations
Results of operations for June 30, 1996 reflect the fact that the
Company is dependent on its ability to attract Investors.
Three and Six Months Ended June 30, 1996
During the three months ended June 30, 1996, the Company had no net
sales as it continued to pursue Investors but had interest income of $42
compared to $1,307 for the three months ended June 30, 1995. During this
period, operating costs and expenses, principally administrative expenses and
taxes, were $10,138 compared to $36,291 for the same period ending June 30,
1995. The operating costs and expenses for the three months ended June 30, 1996
reflect a $30,000 benefit for income taxes. Operating costs exceeded income
resulting in a net loss of $10,096 for the three months ended June 30, 1996.
The Company also experienced a net loss for the three months ended June 30,
1995 in the amount of $34,984.
During the six months ended June 30, 1996, the Company had no net
sales, but had interest income of $471 compared to $2,676 for the six months
ended June 30, 1995. For the first half, operating costs and expenses,
principally administrative expenses and taxes, were $46,195 compared to $72,413
for the same period ending June 30, 1995. The operating costs and expenses for
the six months ended June 30, 1996 reflect a $30,000 benefit for income taxes.
Operating costs exceeded income resulting in a net loss of $45,724 for the six
months ended June 30, 1996. The Company also experienced a net loss for the six
months ended June 30, 1995 in the amount of $69,737.
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 ("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
-12-
<PAGE>
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 pages E-1 and E-2 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.
August 14, 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 December 31, 1989 (File No. 1-5673))
2.1* Second Amended and Restated Plan of Reorganization.
(Ranger Industries, Inc. Form 10-K for year ended
December 31, 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))
10.1* Form of Subscription and Employment Agreements pursuant
to Long-Term Incentive Plan (Coleco Industries, Inc.
Registration Statement No. 2-79052; Exhibit 10.55).
10.2* Amended and Restated Long-Term Incentive Plan (Coleco
Industries, Inc. Proxy Statement for Annual Meeting of
Stockholders held May 24, 1983).
10.3* Extract from Minutes of the Annual Meeting of
Shareholders held May 28, 1986 amending the Company's
Long-Term Incentive Plan (Coleco Industries, Inc. Form
10-K for year ended December 31, 1986 (File No. 1-5673);
Exhibit 10.20).
10.4* Extract from Minutes of Board of Directors meeting held
on May 6, 1985 concerning the award of non-qualified
stock options to an employee of the Company (Coleco
Industries, Inc. Form 10-K for year ended December 31,
1986 (File No. 1-5673); Exhibit 10.22)
E-1
<PAGE>
10.5* Extract from Minutes of Board of Directors meeting held
on July 28, 1986 concerning a modification of an award
of non-qualified stock options to an employee of the
Company (Coleco Industries, Inc. Form 10-K for year
ended December 31, 1986 (File No. 1-5673); Exhibit
10.24)
10.6* Extract from Minutes of Board of Directors meeting held
on July 28, 1986 concerning adoption of a Senior
Executive Option Plan for certain employees of the
Company (Coleco Industries, Inc. Form 10-K for year
ended December 31, 1986 (File No. 1-5673); Exhibit
10.25)
10.7* Extract from Minutes of Board of Directors meeting held
on December 9, 1986 concerning an amendment to the
Company's Senior Executive Option Plan (Coleco
Industries, Inc. Form 10-K for year ended December 31,
1986 (File No. 1-5673); Exhibit 10.26)
10.8* Extract from Minutes of Board of Directors meeting held
on April 14, 1986 concerning the adoption of certain
incentive plans for certain employees (Coleco
Industries, Inc. Form 10-K for year ended December 31,
1986 (File No. 1-5673); Exhibit 10.28)
10.9* Letter Agreement dated March 7, 1988 between G.D.L.
Management Incorporated and Coleco Industries, Inc.
(Coleco Industries, Inc. Form 10-K for year ended
December 31, 1988; Exhibit 10.27)
10.10* Extract from Minutes of Board of Directors meeting held
on December 20, 1988 concerning the adoption of a
deferred compensation and bonus plan (Coleco Industries,
Inc. Form 10-K for year ended December 31, 1988 (File
No. 1-5673); Exhibit 10.28)
11 Computation of earnings per share.
15 Letter regarding unaudited interim financial
information.
27 Financial Data Schedule
E-2
<PAGE>
Exhibit 11
RANGER INDUSTRIES, INC.
(formerly Coleco Industries, Inc.)
COMPUTATION OF EARNINGS PER SHARE
(Unaudited - See Accountants' Compilation Report)
for the six-month periods ended June 30, 1996 and 1995
-------
1996 1995
---- ----
Primary:
Net loss $(45,724) $(69,737)
Average common shares outstanding 4,000,000 4,000,000
Primary loss per share $(.01) $(.02)
Fully diluted:
Net loss $(45,724) $(69,737)
Average common shares outstanding 4,000,000 4,000,000
Fully-diluted loss per share $(.01) $(.02)
<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 June 30, 1996 and 1995
-------
1996 1995
---- ----
Primary:
Net loss $(10,096) $(34,984)
Average common shares outstanding 4,000,000 4,000,000
Primary loss per share $(.01) $(.01)
Fully diluted:
Net loss $(10,096) $(34,984)
Average common shares outstanding 4,000,000 4,000,000
Fully-diluted loss per share $(.01) $(.01)
<PAGE>
Exhibit 15
[Letterhead of Coopers & Lybrand LLP]
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 June 30, 1996, and the related consolidated statements of
operations and retained deficit and cash flows for the three and six-month
periods ended June 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
August 6, 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> 3-MOS
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-END> JUN-30-1996
<CASH> 6,866
<SECURITIES> 0
<RECEIVABLES> 2,026
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 8,892
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 8,892
<CURRENT-LIABILITIES> 40,271
<BONDS> 0
<COMMON> 40,000
0
0
<OTHER-SE> (71,379)
<TOTAL-LIABILITY-AND-EQUITY> 8,892
<SALES> 0
<TOTAL-REVENUES> 0
<CGS> 0
<TOTAL-COSTS> 40,138
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> (42)
<INCOME-PRETAX> (40,096)
<INCOME-TAX> 0
<INCOME-CONTINUING> (40,096)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (40,096)
<EPS-PRIMARY> (0.02)
<EPS-DILUTED> 0.00
</TABLE>
